FVCBankcorp, Inc. (Form: S-1, Received: 08/20/2018 16:44:16)

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As filed with the Securities and Exchange Commission on August 20, 2018

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

FVCBankcorp, Inc.
(Exact name of registrant as specified in its charter)


Virginia (State or other jurisdiction of incorporation or organization)		6022 Primary Standard Industrial Classification Code Number		47-5020283 (I.R.S. Employer Identification Number)

11325 Random Hills Road
Fairfax, Virginia 22030
(703) 436-3800
(Address, including ZIP Code and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)

David W. Pijor
Chairman & Chief Executive Officer
FVCBankcorp, Inc.
11325 Random Hills Road
Fairfax, Virginia 22030
(703) 436-3800
(Name, Address, including ZIP Code and Telephone Number,
including Area Code, of Agent for Service)


With copies to:
Noel M. Gruber Buckley Sandler LLP 1250 24th Street, NW, Suite 700 Washington, D.C. 20037 (202) 349-8000		Scott H. Richter Williams Mullen Williams Mullen Center 200 South 10th Street, Suite 1600 Richmond, Virginia 23219 (804) 420-6000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ý

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee




Common Stock, par value $0.01 per share	$40,250,000

Total	$40,250,000	$5,011.13

(1): Includes shares which the underwriters have the right to purchase to cover over-allotments.
(2): Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities or accept your offer to buy any of them until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2018

PRELIMINARY PROSPECTUS

Shares

Common Stock

This is the initial public offering of shares of common stock of FVCBankcorp, Inc., the bank holding company for FVCbank, our principal subsidiary, which is a Virginia chartered commercial bank.

We are offering shares of our common stock. We currently expect the initial public offering price per share of our common stock to be between $ and $ .

Prior to this offering, our common stock has been quoted on the OTCQX marketplace under the symbol "FVCB." We have applied to list the common stock on the Nasdaq Capital Market under the symbol "FVCB."

We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 and, as a result, are subject to reduced public company disclosure standards. See "Implications of Being an Emerging Growth Company."

The underwriters have an option to purchase up to an additional shares of our common stock at the initial public offering price less the underwriting discount, within 30 days of the date of this prospectus. See "Underwriting."

Investing in our common stock involves risks. See "Risk Factors" to read about factors you should consider before investing in our common stock.

	Per Share	Total




Initial public offering price	$	$

Underwriting discounts and commissions	$	$

Proceeds before expenses	$	$

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

These securities are not deposits, savings accounts or other obligations of any bank or savings association and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency and are subject to investment risks, including the possible loss of the entire amount you invest.

The underwriters expect to deliver the shares of our common stock to purchasers on or about , 2018, subject to customary closing conditions.

Joint Book-Running Managers


Sandler O'Neill + Partners, L.P.		Raymond James

The date of this prospectus is , 2018.

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•	FVCbank offices
	Main & Corporate Offices	Manassas Office
	11325 Random Hills	7900 Sudley Road
	Fairfax, VA 22030	Manassas, VA 20109
	Arlington Office	Reston Office
	2500 Wilson Boulevard, Suite 100	11260 Roger Bacon Drive, Suite 101
	Arlington, VA 22201	Reston, VA 20190
	Ashburn Office	Springfield Office
	43800 Central Station Drive, Suite 150	6975 Springfield Boulevard
	Ashburn, VA 20147	Springfield, VA 22150


•	Colombo Bank offices
	Main & Corporate Offices	District of Columbia Office
	1600 East Gude Drive	1301 9th Street, NW
	Rockville, Maryland 20850	Washington, D.C. 20001
	Baltimore Office	Silver Spring Office
	224 Albemarle Street	7901 Eastern Avenue
	Baltimore, Maryland 21202	Silver Spring, Maryland 20910
	Bethesda Office
	6929 Arlington Road
	Bethesda, Maryland 20814

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		Page

About this Prospectus			i
Industry and Market Data			i
Implications of Being an Emerging Growth Company			i
Prospectus Summary			1
The Offering			17
Selected Historical Financial Data of FVCB			19
Selected Historical Financial Data of Colombo			24
Unaudited Pro Forma Condensed Combined Financial Statements			27
Risk Factors			36
Cautionary Note Regarding Forward-Looking Statements			65
Use of Proceeds			67
Capitalization			68
Dilution			69
Market For Common Stock and Dividends			71
Management's Discussion and Analysis of Financial Condition and Results of Operations			73
Business			115
Supervision and Regulation			135
Management			148
Executive Compensation			154
Security Ownership of Certain Beneficial Owners and Management			162
Description of our Capital Stock			164
Shares Eligible For Future Sale			168
Underwriting			171
Material U.S. Federal Income Tax Consequences To Non-U.S. Holders			175
Legal Matters			180
Experts			180
Where You Can Find More Information			180
Index to Financial Statements			F-1

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ABOUT THIS PROSPECTUS

In this prospectus, "we," "our," "us," "FVCB," "FVCBankcorp, Inc." or "Company" refers to FVCBankcorp, Inc., a Virginia corporation, and our consolidated subsidiaries, including FVCbank, a Virginia chartered commercial bank, unless the context indicates that we refer only to the parent company, FVCBankcorp, Inc. In this prospectus, "Bank" or "FVCbank" refers to FVCbank, our banking subsidiary.

You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with different or additional information. Neither we nor the underwriters take responsibility for, or can provide any assurance as to the reliability of, any different or additional information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it.

We are offering to sell shares of our common stock, and intend to seek offers to buy shares of our common stock, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and growth prospects may have changed since that date. Information contained on, or accessible through, our website is not part of this prospectus.

Unless otherwise indicated or the context requires, all information in this prospectus assumes the underwriters' option to purchase additional shares of our common stock to cover over-allotments is not exercised.

You should not interpret the contents of this prospectus or any free writing prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

INDUSTRY AND MARKET DATA

This prospectus includes statistical and other industry and market data that we obtained from government reports and other third party sources. Certain of our internal data, estimates and forecasts are based on information obtained from government reports, trade and business organizations and other contacts in the markets in which we operate and our management's understanding of industry conditions. Although we believe that this information (including the industry publications and third party research, surveys and studies) is accurate and reliable, we have not independently verified such information. In addition, estimates, forecasts and assumptions are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the "Risk Factors" section and elsewhere in this prospectus. Finally, forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this prospectus.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of other significant requirements that are otherwise generally applicable to other public companies. Among other factors, as an emerging growth company:

•: we may present only two years of audited financial statements, discuss only our results of operations for two years in the "Management's Discussion and Analysis of Financial Condition

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and Results of Operations" section and provide less than five years of selected financial data in this registration statement;

•: we are exempt from the requirement to provide an opinion from our auditors on the design and operating effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;
•: we may choose not to comply with any new requirements adopted by the Public Company Accounting Oversight Board, or PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and our audited financial statements;
•: we are permitted to provide less extensive disclosure regarding our executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means we do not have to include a compensation discussion and analysis and other disclosure regarding our executive compensation in this prospectus and in our future annual reports and proxy materials; and
•: we are not required to hold nonbinding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions for up to five years unless we earlier cease to qualify as an emerging growth company. We will cease to qualify as an emerging growth company if we have more than $1.07 billion in annual gross revenues, as that amount may be periodically adjusted by the Securities and Exchange Commission, or SEC, we become a "large accelerated filer," including having more than $700.0 million in market value of our common stock held by non-affiliates, or we issue more than $1.0 billion of non-convertible debt in a three-year period. We have elected to adopt the reduced disclosure requirements described above regarding the number of periods for which we are providing audited financial statements and our executive compensation arrangements for purposes of the registration statement of which this prospectus is a part. In addition, we expect to take advantage of the reduced reporting and other requirements of the JOBS Act with respect to the periodic reports we will file with the SEC and proxy statements that we use to solicit proxies from our shareholders. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. We cannot predict if investors will find our common stock less attractive as a result of our election to rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

The JOBS Act exempts emerging growth companies from compliance with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, or Securities Act, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, or Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of this extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time public companies adopt the new or revised standard.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in this prospectus. This summary does not contain all the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections, and our historical financial statements and the accompanying notes included in this prospectus.

Overview

FVCBankcorp, Inc. is the registered bank holding company for FVCbank, our wholly-owned community bank subsidiary, headquartered in Fairfax, Virginia. We serve the banking needs of commercial businesses, nonprofit organizations, professional service entities, and their respective owners and employees located in the greater Washington, D.C. metropolitan and Northern Virginia area. We believe the size, growth and increasing economic diversity of the Washington, D.C. metropolitan and Northern Virginia area, when combined with our banking strategy, provides us with excellent opportunities for long-term, sustainable growth. We aim to capitalize on market opportunities while maintaining a disciplined and conservative credit underwriting culture. Our focus on providing high-touch, responsive relationship-based client service allows us to compete in the market, meeting and exceeding the needs of our customers. We have experienced significant organic growth since we began banking operations in 2007. As of June 30, 2018, we had total assets of $1.14 billion, total loans of $955.6 million, total deposits of $1.01 billion and total stockholders' equity of $104.0 million. We recently announced the proposed acquisition of Colombo Bank, or Colombo, a $191.5 million asset bank headquartered in Rockville, Maryland. We expect the proposed acquisition to close in the fourth quarter of 2018, following completion of this offering.

We currently operate six full-service banking locations in the Washington, D.C. metropolitan and Northern Virginia area. We expect to continue to leverage our existing branches, and the branches resulting from the proposed merger with Colombo, and our technological resources, to increase our deposits and asset levels through expansion of our relationships with our existing customers, acquisition of new customers, acquisition of seasoned bankers with strong customer relationships, and through limited de novo branching. We are committed to being highly selective in our branching decisions, and we intend to continue to explore opportunities for establishing additional strategically located branches in the Washington-Arlington-Alexandria, DC-VA-MD-WV Metropolitan Statistical Area, or Washington MSA, based primarily on commercial deposit and loan potential and demographic support. We typically establish branches as necessary to provide support for established business development people and lenders with substantial books of business and customer relationships.

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Our Market Area

We operate in one of the most economically dynamic and wealthy regions of the Washington MSA, focusing primarily on the Virginia counties of Arlington, Fairfax, Loudoun and Prince William and the independent cities located within those counties, as well as Washington, D.C. and its Maryland suburbs. As of June 30, 2017, the Washington MSA had total deposits of $198.7 billion, excluding deposits maintained by a national brokerage firm, ranking it as the eleventh largest metropolitan statistical area in the United States in total deposits, based on Federal Deposit Insurance Corporation, or FDIC, data.

In addition to the presence of the Federal Government, the Washington MSA is defined by attractive market demographics, including strong household incomes, dense populations and the presence of a diverse group of large and small businesses. As of December 31, 2017, the Washington MSA had a median household income of $99,400, which ranks as fourth among all metropolitan statistical areas nationally, and a population of 6.2 million. The Virginia and Maryland markets in which we operate have higher median household incomes than the Washington MSA as a whole. The significant presence of national and international businesses make the Washington MSA one of the most economically vibrant and diverse markets in the country. The Washington MSA is currently home to 15 Fortune 500 companies, including 9 based in Fairfax County, Virginia.

Our History and Growth

We commenced banking operations in November 2007. David Pijor, our Chairman and Chief Executive Officer has led us since inception. Mr. Pijor is an experienced banker who, in his previous community banking position as Chairman of the Board of Directors of James Monroe Bancorp, Inc., was very active in directing the development of that bank from its founding as an Arlington, Virginia-based de novo in 1998 to its acquisition by Mercantile Bankshares Corporation for $143.8 million in 2006.

Since we began operations in November 2007, on the cusp of the most significant economic downturn since the Great Depression, we have expanded our footprint to six branch locations and developed a strong lending team of approximately 16 lenders. From December 31, 2007 to June 30, 2018, our common equity has increased from $22.8 million to $104.0 million through both strong earnings growth and capital raises with institutional and retail investors. Our net income and earnings per diluted share increased at a compounded annual growth rate, or CAGR, of 36% and 28%, respectively, between the year ended December 31, 2013 and the year ended December 31, 2017, while

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we maintained strong credit quality. As part of our continued growth, we intend to continue expanding our market position through organic growth and select acquisitions of other financial institutions, such as our pending acquisition of Colombo, while increasing profitability, and maintaining strong asset quality and a high level of customer service.

Our Strategy

Our strategy remains focused on strong organic asset growth and continued core deposit growth, organically and through select strategic acquisitions in and around the Washington, D.C. metropolitan and Northern Virginia area, and increased profitability. We position ourselves to be able to capitalize on market disruptions and opportunities as they arise, while maintaining a disciplined and conservative credit underwriting culture. By providing timely financial solutions to our customers, we endeavor to distinguish ourselves and compete effectively against other community banks and the larger regional and national banks that operate in our markets.

•: High-touch banking strategy. We focus on establishing extensive, multifaceted relationships with customers through superior service provided through responsive decision-making and empowering personnel to respond quickly and strategically to customers' needs, and product offerings that meet customer needs and provide value to their operations. We focus on lending to and banking commercial businesses (including government contractors), nonprofit organizations, title and escrow companies, professional service entities, and their respective owners and employees located in our market. We believe our customers are attracted by, and require, our premium service and products, as well as ready access to decision makers, including senior management. We operate full-service branches and employ lenders with strong underwriting credentials, extensive connections in their markets and the ability to make decisions autonomously. We approach customer service with a team approach, which allows our lenders to focus on the loans, while experienced business development officers work with customers to provide deposit, cash management, technology and other services. Our directors, officers and employees are active in the communities we serve, which further enhances our responsiveness in developing products and services. This approach produces clear competitive advantages by delivering an extraordinary customer experience and fostering a culture dedicated to achieving superior external and internal results.

We plan to continue to emphasize our high-touch banking strategy to organically grow our presence in the Washington, D.C. metropolitan and Northern Virginia area by:

•: Supporting our existing bankers with a team approach to continue the Bank's growth trajectory, as measured by loans, deposits and loan fee income, while enhancing profitability by leveraging our existing operating platform;
•: Attracting and retaining additional experienced lenders and business development officers, with established relationships with customers; and
•: Using technology to improve efficiency and enhance customer experience, while preserving our commitment to responsive customer service and a strong risk management culture.

•: Focus on Profitability. Since we achieved profitability on an annual basis in 2010, our net earnings have increased at a 36% CAGR, and diluted earnings per share have increased at a 28% CAGR through the year ended December 31, 2017. Our plans for growth are intended to further enhance our earnings and efficiency and increase shareholder value, and are not geared to growth solely for the sake of increasing our asset levels. We are selective in our lending and customer relationships, seeking quality loans that are reasonably priced for risk, and customers whose overall relationship will enable us to profitably grow, increase our earnings and increase shareholder value.

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(1): Our earnings for the year ended December 31, 2017 includes one-time charges to reduce the carrying value of net deferred tax assets by $2.0 million, required as a result of the reduction in the maximum federal corporate income tax rate to 21% in the 2017 Tax Cuts and Jobs Act, or the 2017 Tax Act. As a result, earnings, and metrics and ratios based on earnings, were adversely affected. Absent these one-time charges, our net income and diluted earnings per share, or Diluted EPS, for the year ended December 31, 2017 would have been $9.7 million and $0.84 per share, respectively, and our 2013 to 2017 net income CAGR and Diluted EPS CAGR would be 45% and 35% respectively; and our return on average assets, or ROAA, and Return on Average Equity, or ROAE, for the year ended December 31, 2017 would have been 1.02% and 10.92%, respectively, and our 2013 to 2017 ROAA CAGR and ROAE CAGR would be 20% and 27%, respectively. For a reconciliation of these ratios as adjusted to exclude the impact of the 2017 Tax Act, please refer to "Selected Historical Financial Data of FVCB—Non-GAAP Financial Measures."

Our earnings for the six months ended June 30, 2018 include expenses of approximately $397,000 associated with the proposed merger with Colombo. Excluding these merger-related expenses, our net income and diluted earnings per share for the six months ended June 30, 2018 would have been $6.4 million and $0.53, respectively, and our annualized ROAA and ROAE for the six months ended 2018 would have been 1.19% and 12.64%, respectively. For a reconciliation of these performance metrics as adjusted for the merger related expenses, please refer to "Selected Historical Financial Data of FVCB—Non-GAAP Financial Measures."

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(2)

Annualized.

•

Capitalize on Market Disruption. We intend to continue to take advantage of the disruption in our market area, which we believe has created an environment of underbanked customers. Multiple acquisitions of prior competitors in our market provide opportunities to identify and hire additional seasoned bankers in our existing and target markets who we believe will thrive under our banking model, and to take advantage of customer dissatisfaction with, and runoff from, recently merged institutions. For example, we believe the acquisition of Cardinal Financial Corporation, or Cardinal, by United Bankshares, Inc., or UBSI, in April 2017, provides us with considerable competitive opportunities. We have capitalized on this merger by:

•: Hiring 12 seasoned bankers to fill a range of positions, including our Chief Financial Officer, a senior lender, business development personnel for our Arlington, Virginia market, and several loan, compliance and deposit operational personnel;
•: Appointing a former Cardinal director with significant government contractor connections and professional experience to our board of directors, enhancing our knowledge of, and ability to access, this niche market;
•: Aggressively promoting our enhanced market presence in Arlington, growing deposits by approximately $18.1 million, or 22.8%, from June 30, 2017 to June 30, 2018.

We believe that additional opportunities for hiring experienced banking professionals and developing new business relationships with underserved or dissatisfied customers of recently merged institutions remain to be capitalized upon, and that future consolidation among community banks in and around Washington, D.C. will provide further opportunities. The tables below reflect merger activity, and the amount of loans and deposits sold, in and around Washington, D.C. since 2012.

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We also believe that the significant reduction in the number of locally managed community banks provides opportunities for banks with superior reputations, such as FVCbank, the ability to provide sophisticated banking products and lending limits sufficient to service middle market companies, to expand their customer base, to increase assets and to enhance profitability. The following chart depicts the number of banks headquartered in Virginia with a presence in the Washington MSA since 2012.

•

Selective strategic acquisitions. We intend to complement our strong organic growth by continuing to pursue a disciplined acquisition strategy in and around Washington, D.C. and its suburbs. We are active in our consideration of strategic acquisitions of customers and professionals that will support our business focus, enable us to build immediate scale, increase efficiency and profitability, drive fee income and enhance our capabilities.

•

Pending Colombo Merger. We believe our proposed acquisition of Colombo will support our current business and allow us to expand into new markets and grow our presence in adjacent markets. We believe a number of factors will position us to achieve significant improvements in growth and earnings within Colombo's franchise:

•: Colombo's growth was severely constrained for several years while it was subject to a regulatory consent order, including compliance with higher than standard capital requirements and a detailed business plan, until it was released from the order in August 2016.
•: Colombo's current management spent years cleaning up legacy problem assets, improving internal processes and procedures and expending significant resources to comply with the order, rather than growing the bank.
•: Relieved of the order and the need to expend significant efforts and resources on problem asset resolution and compliance with the order, Colombo's management can focus on developing Colombo's current customers and growing their customer base. They can, with the support of our lenders, business development officers, back office personnel and broader product offerings, "go on offense" for the first time after many years of "playing defense," and increase loans, deposits and profitability. Termination of the order also contributes to the potential for significant cost savings.

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•: Colombo has dealt with substantially all of its problem assets—it has only $2.3 million of nonperforming assets as of June 30, 2018, $1.9 million of which relate to loans made prior to December 31, 2013.

•

Colombo's branch locations strengthen our strategy as they enable us to add lenders and banking services in areas where we currently lend. As of June 30, 2018, 35% of FVCbank's loans outstanding were made to borrowers located in, or secured by collateral located in, Maryland or Washington, D.C. We expect that our strong infrastructure and wide range of products and services will allow us to develop deeper relationships with Colombo's current customers, as well as enhance our platform for generating new relationships. We believe that we will be able to efficiently integrate Colombo's operations, expand its business opportunities and enhance our profitability. Specifically, we believe the Colombo merger provides the following opportunities that support our strategic initiatives:

•: Colombo's branches, all of which are currently profitable, provide us with the opportunity to leverage our ability to service customers in Maryland and Washington, D.C. Colombo's footprint provides branch support in Montgomery County, Maryland, one of the largest government contractor markets in the country. We believe our seasoned government contracting team can more effectively support government contractor companies in Maryland with a more extensive branch network.
•: Colombo's seasoned executives who will join our team, including its President and its Chief Lending Officer, have substantial lending experience and can expand their lending targets with a higher loan to one borrower limit, a broader product platform and extensive back office support. Many of Colombo's current customers have greater borrowing needs than its capital can support, needs that our greater capital resources can satisfy, and our deposit and treasury management products are more sophisticated and provide greater customer utility than any product offered currently by Colombo.
•: Market disruption resulting from recent acquisitions provides further opportunity to attract top talent in Colombo's footprint to further enhance market opportunities in Maryland and Washington, D.C.

Our Strengths

We believe that we are well positioned to execute our banking strategy as a result of the following competitive strengths:

•: Experienced senior management team. Our senior management team, comprised of executive officers and senior vice presidents of our lending groups and operational teams, has a proven track record of profitable organic growth, operating efficiencies, strong risk management culture and community and service focused approach to banking. Members of our executive management team have worked at financial institutions which are larger than FVCB, and bring depth of experience and knowledge of our market. Our board of directors has decades of combined experience in serving as directors and/or officers of financial institutions. Our directors have a wide array of business experience and participate in and support community activities, which significantly benefits our business development efforts. The interests of our executive officers and directors are aligned with our shareholders through meaningful ownership, with beneficial ownership by our executive officers and directors amounting to approximately 20.8%

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of our common stock as of June 30, 2018. Set forth below is information regarding the experience of our current senior executive team.

Name	Position	Tenure at FVCB	Years of Community Banking Experience	Prior Banking Experience

David W. Pijor	Chairman and Chief Executive Officer of Company and Bank	Since organization	19	Founder and Chairman of the Board of Directors of James Monroe Bank (sold in 2006 to Mercantile Bankshares Corporation for $143.6 million).
Patricia A. Ferrick	President of Company and Bank	Since organization	31	Executive Vice President and Chief Financial Officer of Potomac Bank of Virginia (sold in 2006 to Sandy Spring Bancorp, Inc. for $64.7 million) and Southern Financial Bancorp (sold in 2004 to Provident Bankshares Corporation for $330 million).
William G. Byers	Chief Lending Officer and Executive Vice President of Company and Bank	Since 2011	24	Commercial real estate lender—Middleburg Bank, Wachovia Bank, Citibank.
Jennifer L. Deacon	Chief Financial Officer and Executive Vice President of Company and Bank	Since 2017	21	Executive Vice President and Chief Accounting Officer of Cardinal (sold in 2017 to UBSI for $912.0 million).
B. Todd Dempsey	Chief Operating Officer and Executive Vice President of Company and Bank	Since organization	37	Senior Vice President of UBSI.
Sharon L. Jackson	Chief Deposit Officer and Executive Vice President of Company and Bank	Since 2016	32	Executive Vice President—Business Development—MainStreet Bank.
Michael G. Nassy	Chief Credit Officer and Executive Vice President of Company and Bank	Since 2012	18	City First Bank of D.C., N.A., National Cooperative Bank, Wachovia Bank.

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After the merger, Gilbert Kennedy, the President and Chief Executive Officer of Colombo will join us as Market President for Washington, D.C./Maryland, and it is expected that Gerald Muccioli, Colombo's Chief Lending Officer, will join us as a senior lender.

•: Scalable banking and operational platform designed to foster and accommodate significant growth . Utilizing the significant prior experience of our management and employees, along with significant investments in technology and systems, we believe that we have developed an infrastructure that can service a larger organization, allowing for growth in customers and transactions. We have organized our lending team into specialized areas of expertise, both geographically and by lines of business, and reinforced our team approach to building customer relationships, which further fosters our ability to scale our business growth model.

Efficiency Ratio (%)

•

Community-focused, full service relationships. We believe that our banking strategy facilitates strong relationships with our customers. We actively solicit the deposit business of our consumer and commercial loan customers and seek to further leverage these relationships by providing products and services that enhance their banking experience. We endeavor to understand each customer's needs and concerns to provide a customized product package. We offer a suite of technologically sophisticated cash and treasury management services at no cost to customers to help build and maintain these relationships. We have increased our profitability by growing our loan portfolio, funded predominantly by core deposits. We have increased net interest income while maintaining our net interest margin despite the flat interest rate environment in recent years. We provide a full range of banking services which become integral to our customers' business operations, which helps to enhance our ability to retain our relationships. We offer a better value proposition to our customers by providing high-touch service with few added fees. Our capabilities and reputation enable us to be selective in loan and customer selection, which contributes to our strong asset quality, and our ability to provide multiple services to customers.

•: Loans —We have developed a diversified, high quality and profitable loan portfolio. Our annualized average yield on loans was 4.79% for the six months ended June 30, 2018. Our lending expertise includes a successful commercial and industrial lending group, with a

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particular emphasis on government contractors. By focusing on government contracting, which we believe is a rapidly growing and underserved segment of the market, and providing timely decisions on loan requests, we have been able to win new relationships with competitive loan rates. While currently a relatively small percentage of outstanding loans, approximately $31.2 million, or 3.6% of loans at June 30, 2018, loan commitments to government contractors were $89.8 million. We believe our expertise in this area, sophisticated technology and high level of service, combined with an expanded footprint, will enable us to grow our government contractor business effectively.

: Our commercial real estate portfolio, while over 60% of total loans, is diversified by industry and geographic concentration. We believe we offer a value proposition to our borrowers and can price loans competitively because of our experienced and specialized lenders, our desire to understand the needs of our customers and our commitment to providing responsive service and ongoing support. We plan to continue our growth in a disciplined manner. We have implemented comprehensive policies to monitor, measure and mitigate our loan concentrations, including rigorous credit approval, review and administrative practices.
: We have experienced significant organic growth in our loan portfolio, as a result of which $659.8 million of loans, or 67.0% of our loan portfolio as of June 30, 2018, were first originated during the past three years. We have experienced annual net loan growth of 16%, 23%, and 22%, for the years ended December 31, 2017, 2016 and 2015, respectively, and a compound annual growth rate over the past five years of 22%. During these years of significant loan growth, seasoned portions of our loan portfolio paid off and were replaced by newly originated loans. This growth reflects a number of factors, including the increase in our legal lending limit to $20.2 million, and the establishment of a new banking office in Loudoun County, one of the most prosperous and developing areas in the Washington MSA. In addition, we began originating loans in our construction portfolio which typically convert to permanent financing once the construction phase of the project has been completed. Further, consolidation in our market has allowed us to expand our customer base as a result of customer dissatisfaction with their merged institution and to hire seasoned bankers with established customer bases.
: Our focus on loans to commercial businesses, professional service entities, and their respective owners and employees results in a more diversified portfolio of granular loan relationships, thus reducing the risk that results from dependence on larger lending relationships. As of June 30, 2018, our average funded loan size was approximately $555 thousand. The following chart reflects our loan growth since 2013.

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Net Loan Growth ($M)

: The following table reflects the diversity of our loan portfolio, as of June 30, 2018. Our commercial real estate portfolio segment includes non-owner occupied real estate of $395.9 million, or 41.4% of our total loan portfolio at June 30, 2018. Loans secured by multifamily properties (which is included in non-owner occupied real estate) totaled $56.6 million, or 5.9% of our total loan portfolio at June 30, 2018. Owner-occupied nonresidential properties totaled $123.9 million, or 13.0% of our loan portfolio at June 30, 2018.

•: Deposits —Our emphasis on establishing a full service relationship with our customers and incentivizing our employees to generate core funding has provided us with a strong base of core deposits. We offer our customers comprehensive arrays of products and services to meet their banking needs. We provide high level responsive and personalized service to our business customers at no added cost. Our strategy of relationship banking has enabled us to

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grow our core deposits while maintaining our net interest margin. Our focus on government contracting also enhances our funding efforts. Government contracting customers also provide a significant level of deposits relative to their borrowings. At June 30, 2018, government contractor deposits totaled $42.4 million, or 3.7% of total deposits derived from commercial and industrial customers, and 4.2% and 14.9% of total deposits and noninterest-bearing deposits, respectively. They also utilize our treasury management products as an integral part of their operations, strengthening our ties with them. Our proposed acquisition of Colombo provides us with an opportunity to expand our products and services to Colombo's existing customers and to new customers in their branch footprint. The following tables reflect the composition of our deposits, as of June 30, 2018, and the historical ratio of noninterest-bearing deposits/total deposits.

Noninterest-bearing Deposits /
Total Deposits (%)

•: Treasury Management —We provide a suite of technology products that are highly competitive among our peer banks and many larger competitor banks, which we believe allows us to attract and service larger and more sophisticated commercial and governmental customers more effectively than many of our competitors. Unlike many other banks in our market area, we provide online banking, remote deposit capture and mobile banking to our commercial and governmental customers free of charge, which provides our customers with

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a low cost avenue to begin banking with us and allows us to become highly integrated with such customers' operations. As of June 30, 2018, deposits made by our commercial customers using remote deposit capture represent, on average, more than half of our deposits on a daily basis. Reliance on this technology by our customers allows us to minimize branches and other physical facilities, and should allow us to remain an integral part of our customer's financial affairs, enhancing customer retention. We believe our treasury management functionality creates a competitive distinction between us and our competitors. We actively promote this product set by involving our treasury management team and business development officers, who are well trained in these products, to accompany our lenders to meetings with customers and potential customers.

•: Focus on seasoned lenders. Our team of seasoned lenders has been a significant component of our organic growth. Our lenders have ties to the communities they serve and extensive experience in their areas of expertise. Our lending teams are organized by specialty lines of business or geographic centric teams to leverage their areas of expertise, streamlining the loan process and facilitating our ability to assess the credit risk, determine loan pricing and general terms expediently and effectively. Our officer compensation structure, which includes an incentive program and equity awards, motivates our lenders to increase the size of their loan and deposit portfolios and generate fee income, and also encourages maintaining strong credit quality. We believe that our officer compensation program combined with our quick responsiveness and open access to local decision-makers attracts talented lenders to us.
•: Disciplined underwriting and credit administration. Our management, lending officers and credit administration team emphasize a strong risk management culture supported by comprehensive policies and procedures for credit underwriting, funding and administration that we believe has enabled us to maintain sound asset quality. Our underwriting methodology emphasizes establishing and monitoring debt and leverage covenants, strong overall cash flow throughout a customer's business operations, low loan-to-value ratios, strong full or partial guarantors when deemed necessary, and/or strong tertiary sources of repayment. Our tiered underwriting structure includes progressive levels of individual loan authority, concurrent authority and senior loan committee approval. Our loan review function performs regular internal loan reviews and identifies early warning indicators to proactively monitor the loan portfolio. We intend to continue to emphasize and adhere to these procedures and controls, which we believe have helped to minimize our level of loan charge-offs. We recorded net charge-offs to average loans for the six months ended June 30, 2018 of 0.01%.

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Risk Factors

Our ability to implement our banking strategy and the success of our business is subject to numerous risks and uncertainties. You should carefully consider all of the information set forth in this prospectus and, in particular, the information under the headings "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements," prior to making an investment in our common stock.

Recent Developments

On May 3, 2018, FVCB and FVCbank entered into an Agreement and Plan of Merger, or merger agreement, with Colombo, a Maryland chartered commercial bank, providing for the merger of Colombo with and into FVCbank, with FVCbank as the surviving institution, in a cash and stock transaction valued at approximately $33.3 million. Colombo operates from five full service banking locations in Bethesda, Rockville, Silver Spring and Baltimore, Maryland and Washington, D.C. Following the consummation of the merger, we expect that we will continue to operate all of Colombo's existing offices, substantially expanding our footprint within the metropolitan Washington, D.C. area and increasing our office count to eleven. We believe that the acquisition of Colombo will provide branch support for our efforts to expand our government contracting business in Maryland; enable us to capitalize on market disruption to attract additional talent and further enhance market opportunities in Maryland and Washington, D.C.; enable us to expand lending and deposit services to Colombo's existing customers; and leverage our investment in our infrastructure.

As of June 30, 2018, Colombo had an aggregate of $191.6 million of assets, $152.6 million of loans, $141.8 million of deposits and $21.3 million of shareholders' equity. At June 30, 2018, Colombo's nonperforming assets (consisting of nonaccrual loans, troubled debt restructured loans, loans past due 90 days or more and still accruing interest and other real estate owned) were approximately $2.3 million, or 1.2% of total assets. A significant portion of these nonperforming assets, $1.9 million, or 82% of Colombo's nonperforming assets, relate to loans made prior to December 31, 2013.

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respectively. We expect that we will be able to achieve cost savings of approximately 35% of Colombo's noninterest expenses by early 2019. Colombo had a net operating loss carryforward of approximately $30.6 million at December 31, 2017, which will begin expiring during the year ended December 31, 2023, against which it had a valuation allowance of approximately $10.3 million. We expect that we will be able to utilize these carryforwards, subject to limitation under Section 382 of the Internal Revenue Code of 1986, or Code, to offset our income in future periods.

Pursuant to the merger agreement, each of the 344,248,084 shares of Colombo's common stock outstanding, other than shares with respect to which dissenters' rights have been properly exercised, will be converted into the right to receive a combination of: (i) the number of shares of our common stock determined by dividing $0.043492 by the average of the closing price per share of our common stock for the five trading days ending on and including the second trading day immediately prior to the closing of the merger, rounded to six decimal places, and (ii) cash in an amount equal to $0.053157 per share of Colombo common stock. Any beneficial owner of Colombo common stock that would be entitled to receive fewer than 100 shares of our common stock will be entitled to elect to receive only cash, in an amount equal to $0.096649 per share of Colombo common stock.

If the merger were completed as of June 30, 2018, and the average closing price for our common stock was $ per share (the midpoint of the range set forth on the cover page of this prospectus), we expect that we would issue approximately shares of common stock and cash consideration of approximately $18.3 million, assuming no shareholders elected to receive all cash consideration. In that event, former shareholders of Colombo would own approximately % of our common stock outstanding after the consummation of this offering and the merger, and Colombo's principal shareholder, Morton A. Bender and his spouse, who own an aggregate of 98.47% of Colombo's outstanding common stock, would own an aggregate of % of our common stock after the consummation of this offering and the merger. Mr. Bender has entered into a support agreement with us pursuant to which he has agreed, subject to limited exceptions, to vote all of the shares of Colombo common stock over which he has or shares voting power in favor of the merger, as a result of which, shareholder approval of the merger is assured.

The merger is subject to customary conditions to closing, including the receipt of all required regulatory approvals and receipt of opinions of counsel as to the qualification of the merger as a reorganization for purposes of Section 368(a) of the Code. The merger is also subject to a financing condition, pursuant to which we must receive at least $10 million of gross proceeds from this offering or another financing transaction, including a private offering of common stock or debt financing. Upon completion of the merger, and subject to any required regulatory approvals, Mr. Bender will become a member of the boards of directors of FVCB and FVCbank.

For additional discussion of the proposed merger and our rationale for the merger, please refer to "Business—The Merger."

Pro forma information. If the merger were completed as of June 30, 2018, on a pro forma basis, we would have had total assets of $1.33 billion, total loans of $1.11 billion, total deposits of

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$1.15 billion, and nonperforming assets of $7.1 million, or 0.53% of pro forma assets. On a pro forma basis as of June 30, 2018, our portfolio would be comprised of loans as set forth in the following tables:

On a pro forma basis as of June 30, 2018, our deposits would be comprised as set forth in the following tables:

*****

Our principal executive offices are located at 11325 Random Hills Road, Suite 240, Fairfax, Virginia, 22030, and our telephone number is (703) 436-3800.

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THE OFFERING

The following summary of the offering contains basic information about the offering and our common stock and is not intended to be complete. It does not contain all the information that may be important to you. For a more complete understanding of our common stock, please refer to "Description of Our Capital Stock."


Issuer		FVCBankcorp, Inc.
Common stock offered		shares of common stock
		shares including the underwriters' over-allotment option
Shares outstanding after the offering(1)		shares
		shares if the underwriters' over-allotment option is exercised in full
Price per share		We currently expect the initial public offering price per share of our common stock to be between $ and $ .
Use of Proceeds		Assuming an initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), we estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses, will be approximately $ . million, or approximately $ . million if the underwriters' over-allotment option is exercised in full. Each $1 increase (decrease) in the initial public offering price per share would increase (decrease) our net proceeds, after deducting underwriting discounts and commissions and the estimated offering expenses, by $ . million (assuming no exercise of the underwriters' over-allotment option).
		We intend to use approximately $ million of the net proceeds of the offering to pay the approximately $18.3 million cash portion of the merger consideration to be paid to shareholders of Colombo, and to cover other cash expenditures connected with the merger (including change in control and other employment related payments and contract termination fees). We intend to use the balance of the net proceeds to us from this offering, which we estimate at $ million, to increase the capital of the Bank in order to support our growth strategies, for working capital and for other general corporate purposes, and to strengthen our regulatory capital. If the merger is not consummated, we will use all of the net proceeds to increase the capital of the Bank in order to support our growth strategies, for working capital and for other general corporate purposes, and to strengthen our regulatory capital.

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		Our management will have broad discretion in the application of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of the proceeds.
Dividends		We have not historically declared or paid cash dividends on our common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be retained to support our operations and finance the growth and development of our business. Any future determination to pay dividends on our common stock will be made by our board of directors and will depend upon our results of operations, financial condition, capital requirements, regulatory and contractual restrictions, our business strategy and other factors that our board of directors deems relevant. Our ability to pay dividends is subject to restrictions under applicable banking laws and regulations. See "Market for Common Stock and Dividends."
Exchange Listing		We have applied to list our common stock on the Nasdaq Capital Market, or Nasdaq, under the symbol "FVCB."
Directed Shares Program		The underwriters have reserved for sale at the initial public offering price up to % of the shares of our common stock being offered by this prospectus for sale to our employees, executive officers, directors, business associates and related persons who have expressed an interest in purchasing our common stock in this offering. We do not know if these persons will choose to purchase all or any portion of the reserved shares, but any purchases they do make will reduce the number of shares available to the general public. See "Underwriting."
Risk Factors		Investing in our common stock involves risks. See "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" for a discussion of factors that you should carefully consider before making an investment decision.

(1): Unless otherwise noted, references in this prospectus to the number of shares of our common stock outstanding after this offering are based on 11,076,266 shares of our common stock issued and outstanding as of June 30, 2018. Unless otherwise noted, these references do not include shares of common stock reserved for issuance under our equity compensation plans, or any shares of common stock which would be issued in the merger, which would be approximately shares, assuming an average closing price of $ (the midpoint of the range set forth on the cover page of this prospectus.

Except as otherwise indicated, references in this prospectus to the number of shares of our common stock outstanding after this offering do not give effect to the exercise of the underwriters' over-allotment option.

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SELECTED HISTORICAL FINANCIAL DATA OF FVCB

The following tables set forth selected historical financial and other data for FVCB (i) as of and for the six months ended June 30, 2018 and 2017 and (ii) as of and for each of the years ended December 31, 2017, 2016, 2015, 2014 and 2013. The summary historical financial data as of and for the years ended December 31, 2017, 2016 and 2015 have been derived from our audited consolidated financial statements. The summary historical financial data as of and for the years ended December 31, 2014 and 2013 have been derived from the Bank's audited financial statements. The historical consolidated financial data as of and for the six months ended June 30, 2018 and 2017 have been derived from our unaudited interim consolidated financial statements. The historical consolidated financial information presented below contains financial measures that are not presented in accordance with accounting principles generally accepted in the United States of America, or GAAP, and which have not been audited. See "Non-GAAP Financial Measures."

This table should be read together with, and is qualified by reference to, the historical consolidated financial information contained in our consolidated financial statements and related notes, our interim condensed consolidated financial statements as well as our "Management's Discussion and Analysis of

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Financial Condition and Results of Operations" included in this prospectus. The results included here and elsewhere in this prospectus are not necessarily indicative of future performance.

	Six Months Ended June 30,						Years Ended December 31,

(Dollars in thousands, except per share data)	2018			2017			2017			2016			2015			2014			2013
Income Statement Data:
Interest income	$	23,411		$	19,189		$	40,302		$	32,587		$	26,557		$	22,473		$	18,491
Interest expense		5,292			3,704			8,195			5,387			3,665			3,288			2,960

Net interest income		18,119			15,485			32,107			27,200			22,892			19,185			15,531
Provision for loan losses		639			515			1,200			1,471			1,073			886			803

Net interest income after provision for loan losses		17,480			14,970			30,907			25,729			21,819			18,299			14,728
Non-interest income		748			1,151			2,975			1,220			1,161			1,313			1,025
Noninterest expense		11,082			9,561			19,346			16,446			14,701			13,316			12,228

Net income before income taxes		7,146			6,560			14,536			10,503			8,279			6,296			3,525
Provision for income taxes		1,072			2,110			6,846			3,571			2,860			2,162			1,297

Net income(1)(2)	$	6,074		$	4,450		$	7,690		$	6,932		$	5,419		$	4,134		$	2,228



Balance Sheet Data:
Total assets	$	1,139,449		$	970,896		$	1,053,224		$	909,305		$	736,807		$	604,756		$	506,717
Loans, net of fees		955,641			798,510			888,677			768,102			623,559			509,938			411,040
Allowance for loan losses		(8,298	)		(7,012	)		(7,725	)		(6,452	)		(6,239	)		(5,565	)		(4,792	)
Total investment securities		118,844			111,995			117,712			113,988			67,795			62,697			56,890
Total deposits		1,008,896			856,443			928,163			775,991			626,640			504,220			429,990
Subordinated notes, net of issuance costs		24,367			24,287			24,327			24,247			—			—			—
Other borrowed funds		—			4,100			—			27,000			35,650			32,500			14,500
Total shareholders' equity		103,966			85,048			98,283			79,811			72,752			66,815			60,903
Common shares outstanding(3)		11,076			10,225			10,869			10,179			10,141			10,138			10,111
Per Common Share Data(3):
Net income—basic(1)(2)	$	0.55		$	0.44		$	0.74		$	0.68		$	0.54		$	0.41		$	0.25
Net income—diluted(1)(2)		0.50			0.41			0.67			0.63			0.51			0.41			0.25
Book value		9.39			8.32			9.04			7.84			7.18			6.59			6.02
Tangible book value(3)		9.38			8.31			9.03			7.83			7.16			6.58			6.01
Performance Ratios:
Return on average assets(1)(2)(6)		1.13	%		0.96	%		0.80	%		0.88	%		0.85	%		0.76	%		0.50	%
Return on average equity(1)(2)(6)		12.02			10.72			8.63			8.91			7.70			6.45			4.21
Net interest margin		3.45			3.45			3.43			3.51			3.66			3.63			3.59
Efficiency ratio(5)		58.74			57.89			57.16			58.02			61.29			65.21			74.78
Noninterest income to average assets(6)		0.14			0.25			0.31			0.15			0.18			0.24			0.23
Noninterest expense to average assets(6)		2.06			2.07			2.02			2.08			2.30			2.44			2.74
Loans, net of fees to total deposits		94.72			93.24			95.75			98.98			99.51			101.13			95.59
Asset Quality:
Nonperforming assets and loans 90+ days past due	$	4,804		$	2,897		$	4,655		$	249		$	2,559		$	1,601		$	2,988
Nonperforming assets and loans 90+ days past due to total assets		0.42	%		0.30	%		0.44	%		0.03	%		0.35	%		0.26	%		0.59	%
Nonperforming loans to loans, net of fees		0.10			0.36			0.09			0.03			0.41			0.31			0.73
Allowance for loan losses to loans, net of fees		0.87			0.88			0.87			0.84			1.00			1.09			1.17
Allowance for loan losses to nonperforming loans		884.65			242.04			979.09			2,591.16			243.81			347.60			160.37
Net charge-offs (recoveries) to average loans, net of fees(6)		0.01			(0.01	)		(0.01	)		0.19			0.07			0.03			(0.06	)
Capital Ratios (for the Bank):
Total risk-based capital		12.77	%		13.11	%		12.83	%		13.16	%		12.20	%		13.62	%		15.89	%
Tier 1 risk-based capital		11.98			12.30			12.05			12.37			11.25			12.53			14.71
Common Equity Tier 1 capital(7)		11.98			12.30			12.05			12.37			11.25			N/A			N/A
Leverage capital ratio		11.58			11.50			11.79			11.89			10.82			10.96			12.58
Other:
Average shareholders' equity to average total assets		9.41	%		9.00	%		9.32	%		9.85	%		11.03	%		11.78	%		11.83	%
Average loans, net of fees to average total deposits		97.02			98.70			97.74			96.05			97.83			95.70			90.94
Average common shares outstanding:(3)
Basic		10,979			10,193			10,435			10,170			10,138			10,125			8,892
Diluted		12,058			10,806			11,545			10,922			10,591			10,283			9,003

(1): The reported figure for the six months ended June 30, 2018 includes merger-related expenses associated with the Company's proposed acquisition of Colombo Bank. As these merger-related expenses and associated income taxes distort the operational results of the Company, we present in the GAAP reconciliation below and in Management's Discussion and Analysis of Financial

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Condition and Results of Operations certain performance ratios excluding the effect of the net merger-related expenses for the six months ended June 30, 2018. We believe this information is important to enable shareholders and other interested parties to assess the core operational performance of the Company.

(2): The reported figure for the year ended December 31, 2017 includes one-time charges to reduce the carrying value of net deferred tax assets by $2.0 million, required as a result of the reduction in the federal corporate tax rates to 21% in the 2017 Tax Act. As the net deferred tax asset revaluation distorts the operational results of the Company, we present in the GAAP reconciliation below and in Management's Discussion and Analysis of Financial Condition and Results of Operations certain performance ratios excluding the effect of the net deferred tax asset revaluation for the year ended December 31, 2017. We believe this information is important to enable shareholders and other interested parties to assess the core operational performance of the Company.
(3): Adjusted for 5-for-4 stock splits in 2017, 2016, 2015.
(4): Tangible book value per common share, a non-GAAP financial measure, is calculated as total shareholders' equity, less other intangible assets, divided by common shares outstanding. See "Non-GAAP Financial Measures" below for a reconciliation of tangible book value to GAAP.
(5): Efficiency ratio is calculated as total non-interest expense divided by the sum of net interest income and non-interest income less gains on sale of securities available for sale and gain on foreclosure of other real estate owned. See "Non-GAAP Financial Measures" below for a reconciliation of the efficiency ratio.
(6): Annualized for six months ended June 30, 2018 and 2017.
(7): Not applicable to years prior to 2015.

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NON-GAAP FINANCIAL MEASURES

Some of the financial measures discussed in our selected historical financial data are "non-GAAP financial measures." In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in our statements of income, balance sheets or statements of cash flows.

The following unaudited reconciliation tables provides a more detailed analysis of these non-GAAP financial measures.

	Six Months Ended June 30,						Years Ended December 31,

(Dollars in thousands, except per share data)	2018			2017			2017			2016			2015			2014			2013
Total shareholders' equity	$	103,966		$	85,048		$	98,283		$	79,811		$	72,752		$	66,815		$	60,903
Less: Intangible assets		(88	)		(109	)		(99	)		(119	)		(139	)		(160	)		(180	)

Tangible common equity	$	103,878		$	84,939		$	98,184		$	79,692		$	72,613		$	66,655		$	60,723



Book value per common share	$	9.39		$	8.32		$	9.04		$	7.84		$	7.18		$	6.59		$	6.02
Less: Intangible book value per common share		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)

Tangible book value per common share	$	9.38		$	8.31		$	9.03		$	7.83		$	7.16		$	6.58		$	6.01



Tangible common equity (from above)	$	103,878		$	84,939		$	98,184		$	79,692		$	72,613		$	66,655		$	60,723
Add: other comprehensive loss ("OCI")		(3,489	)		(1,017	)		(1,694	)		(1,299	)		(614	)		(404	)		(1,535	)

Tangible common equity adjusted for OCI	$	107,367		$	85,956		$	99,878		$	80,991		$	73,227		$	67,059		$	62,258

Total assets	$	1,139,449		$	970,896		$	1,053,224		$	909,305		$	736,807		$	604,756		$	506,717
Tangible common equity to total assets		9.42	%		8.85	%		9.48	%		8.91	%		9.94	%		11.09	%		12.29	%

	Six Months Ended June 30,						Years Ended December 31,

(Dollars in thousands)	2018			2017			2017			2016			2015			2014			2013
Net interest income	$	18,119		$	15,485		$	32,107		$	27,200		$	22,892		$	19,185		$	15,531
Noninterest income		748			1,151			2,975			1,220			1,161			1,313			1,025

Total net interest income and noninterest income	$	18,867		$	16,636		$	35,082		$	28,420		$	24,053		$	20,498		$	16,556

Less: gains on sale of securities available for sale		—			119			164			71			68			77			204
Less: gain on foreclosure of other real estate owned		—			—			1,075			—			—			—			—

Total net interest income and noninterest income for efficiency ratio	$	18,867		$	16,517		$	33,843		$	28,349		$	23,985		$	20,421		$	16,352

Noninterest expense	$	11,082		$	9,561		$	19,346		$	16,446		$	14,701		$	13,316		$	12,228
Efficiency ratio		58.74	%		57.89	%		57.16	%		58.02	%		61.29	%		65.21	%		74.78	%

(Dollars in thousands except per share data)	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018

GAAP Net Income (reported)	$	3,077		$	6,074
Add: Merger-related expenses		397			397
Subtract: provision for income taxes associated with merger-related expenses		(83	)		(83	)

Net Income, excluding above merger-related charges	$	3,391		$	6,388



Earnings per share—basic (excluding merger—related expenses)	$	0.31		$	0.58
Earnings per share—diluted (excluding merger—related expenses)	$	0.28		$	0.53
Return on average assets (non-GAAP operating earnings)		1.24	%		1.19	%
Return on average equity (non-GAAP operating earnings)		13.23	%		12.64	%

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	Year ended December 31, 2017

(Dollars in thousands, except per share data)	GAAP			Change			Non-GAAP
Income Statement:
Income tax expense	$	6,846		$	(2,036	)	$	4,810

Net Income	$	7,690		$	2,036		$	9,726



Earnings Per Common Share:
Basic	$	0.74		$	0.20		$	0.94
Diluted	$	0.67		$	0.18		$	0.84
Performance Ratios:
Return on average assets		0.80	%		0.22	%		1.02	%
Return on average equity		8.63	%		2.29	%		10.92	%

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SELECTED HISTORICAL FINANCIAL DATA OF COLOMBO

The following tables set forth selected historical financial and other data for Colombo (i) as of and for the six months ended June 30, 2018 and 2017 and (ii) as of and for each of the years ended December 31, 2017, 2016, 2015, 2014 and 2013. The summary historical financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 have been derived from Colombo's audited consolidated financial statements. The historical financial data as of and for the six months ended June 30, 2018 and 2017 have been derived from Colombo's unaudited interim financial information. This table should be read together with, and is qualified by reference to, the historical consolidated financial information contained in Colombo's consolidated financial statements and related notes included in this prospectus. The results included here and elsewhere in this prospectus are not necessarily indicative of future performance.

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The historical consolidated financial information presented below contains financial measures that are not presented in accordance with GAAP, and which have not been audited. See "Non-GAAP Financial Measures."

	Six Months Ended June 30,						Years Ended December 31,

(Dollars in thousands, except per share data)	2018			2017			2017			2016			2015			2014			2013
Income Statement Data:
Interest income	$	4,449		$	4,470		$	9,079		$	8,597		$	8,671		$	8,123		$	7,788
Interest expense		914			1,033			2,081			1,967			2,121			2,056			2,218

Net interest income		3,535			3,437			6,998			6,630			6,550			6,067			5,570
Provision for (recovery of) loan losses		(200	)		—			(1,000	)		(330	)		(530	)		—			(278	)

Net interest income after provision for loan losses		3,735			3,437			7,998			6,960			7,080			6,067			5,848
Noninterest income		166			235			432			414			868			774			1,813
Noninterest expense		3,555			3,307			7,366			7,150			7,933			8,362			10,763

Net income (loss) before income taxes		346			365			1,064			224			15			(1,521	)		(3,102	)
Provision for income taxes		—			—			28			—			—			60			—

Net income (loss)	$	346		$	365		$	1,036		$	224		$	15		$	(1,581	)	$	(3,102	)



Balance Sheet Data:
Total assets	$	191,468		$	206,255		$	195,718		$	200,883		$	202,620		$	200,766		$	198,617
Loans, net of fees		152,555			161,137			157,226			162,370			164,774			136,228			132,864
Allowance for loan losses		(2,611	)		(2,991	)		(2,692	)		(2,947	)		(3,362	)		(3,657	)		(3,921	)
Total investment securities		13,479			17,848			14,825			16,856			20,463			27,429			31,286
Total deposits		141,812			150,289			139,044			145,095			147,138			145,155			141,415
Subordinated notes, net of issuance costs		—			—			—			—			—			—			—
Other borrowed funds		28,000			35,000			35,000			35,000			35,000			35,000			35,000
Total shareholders' equity		21,294			20,586			21,171			20,132			19,968			20,053			21,080
Common shares outstanding		344,248			344,248			344,248			344,248			344,248			344,248			344,248
Per Common Share Data:
Net income—basic	$	0.001		$	0.001		$	0.003		$	0.001		$	0.000		$	(0.005	)	$	(0.009	)
Net income—diluted		0.001			0.001			0.003			0.001			0.000			(0.005	)		(0.009	)
Book value		0.06			0.06			0.06			0.06			0.06			0.06			0.06
Tangible book value		0.06			0.06			0.06			0.06			0.06			0.06			0.06
Performance Ratios:
Return on average assets(2)		0.36	%		0.35	%		0.51	%		0.11	%		0.01	%		(0.79	)%		(1.53	)%
Return on average equity(2)		3.24			3.58			5.02			1.11			0.08			(7.63	)		(14.68	)
Net interest margin		3.71			3.39			3.45			3.30			3.23			3.01			3.29
Efficiency ratio(1)		96.06			90.06			99.14			102.55			112.97			125.90			161.22
Noninterest income to average assets(2)		0.17			0.23			0.21			0.21			0.43			0.39			0.89
Noninterest expense to average assets(2)		3.68			3.21			3.62			3.56			3.95			4.19			5.31
Loans, net of fees to total deposits		107.58			107.22			113.08			111.91			111.99			93.85			93.95
Asset Quality:
Nonperforming assets and loans 90+ days past due	$	2,311		$	3,114		$	3,320		$	4,118		$	3,939		$	4,691		$	8,239
Nonperforming assets and loans 90+ days past due to total assets		1.21	%		1.51	%		1.70	%		2.05	%		1.94	%		2.34	%		4.15	%
Nonperforming loans to loans, net of fees		1.22			1.87			2.11			2.48			2.11			2.75			5.04
Allowance for loan losses to loans, net of fees		1.71			1.86			1.71			1.81			2.04			2.68			2.95
Allowance for loan losses to nonperforming loans		140.08			99.04			81.08			73.24			96.86			97.57			58.57
Net charge-offs (recoveries) to average loans, net of fees(2)		(0.16	)		(0.05	)		(0.46	)		0.05			(0.15	)		0.19			(0.38	)
Capital Ratios:
Total risk-based capital		16.96	%		15.89	%		16.60	%		15.98	%		15.91	%		17.41	%		19.76	%
Tier 1 risk-based capital		15.70			14.64			15.36			14.73			14.66			16.16			18.50
Common Equity Tier 1 capital		15.70			14.64			15.36			14.73			14.66			N/A			N/A
Leverage capital ratio		10.86			9.73			10.54			9.94			9.89			9.49			10.34
Other:
Average shareholders' equity to average total assets		11.05	%		9.90	%		10.12	%		10.08	%		9.93	%		10.39	%		10.42	%
Average loans, net of fees to average total deposits		107.90			109.18			109.73			109.03			107.27			94.94			85.25
Average common shares outstanding:
Basic		344,248			344,248			344,248			344,248			344,248			344,248			344,248
Diluted		344,248			344,248			344,248			344,248			344,248			344,248			344,248

(1): Efficiency ratio is calculated as total non-interest expense divided by the sum of net interest income and non-interest income less gains on sale of securities available for sale and gain on foreclosure of other real estate owned. See "Non-GAAP Financial Measures" below for a reconciliation of the efficiency ratio.
(2): Annualized for six months ended June 30, 2018 and 2017.

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NON-GAAP FINANCIAL MEASURES

Some of the financial measures discussed in Colombo's selected historical financial data are "non-GAAP financial measures." In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in Colombo's statements of income, balance sheets or statements of cash flows.

The following unaudited reconciliation tables provides a more detailed analysis of these non-GAAP financial measures.

	Six Months Ended June 30,						Years Ended December 31,

(Dollars in thousands)	2018			2017			2017			2016			2015			2014			2013
Net interest income	$	3,535		$	3,437		$	6,998		$	6,630		$	6,550		$	6,067		$	5,570
Noninterest income		166			235			432			414			868			774			1,813

Total net interest income and noninterest income	$	3,701		$	3,672		$	7,430		$	7,044		$	7,418		$	6,841		$	7,383

Less: gains on sale of securities available for sale		—			—			—			65			84			145			—
Less: gain on foreclosure of other real estate owned		—			—			—			7			312			54			707

Total net interest income and noninterest income for efficiency ratio	$	3,701		$	3,672		$	7,430		$	6,972		$	7,022		$	6,642		$	6,676

Noninterest expense	$	3,555		$	3,307		$	7,366		$	7,150		$	7,933		$	8,362		$	10,763
Efficiency ratio		96.06	%		90.06	%		99.14	%		102.55	%		112.97	%		125.90	%		161.22	%

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and explanatory notes present how the condensed combined financial statements of FVCB and Colombo may have appeared had the businesses actually been combined as of the dates indicated, and giving effect to the sale of 1,750,000 shares of our common stock at a price of $18.50 per share (the closing price of the FVCB common stock on August 7, 2018), resulting in net proceeds, after underwriters' discounts and commissions and estimated expenses of the offering, of $29.6 million (assuming the underwriters' over-allotment option is not exercised). We provide an unaudited pro forma condensed combined balance sheet at June 30, 2018, based upon an assumed exchange ratio of 0.002351, reflecting an average closing price of our common stock of $18.50 per share. The actual exchange ratio may be higher or lower than 0.002351. The actual price and number of the shares issued in the offering and the actual exchange ratio in the merger may be higher or lower. We also provide unaudited pro forma condensed combined income statements for the six months ended June 30, 2018 and the year ended December 31, 2017 based on the assumed exchange ratio. The unaudited pro forma condensed combined income statement for the year ended December 31, 2017 and the unaudited pro forma condensed combined income statement for the six months ended June 30, 2018 give effect to the merger as if the merger had been completed on January 1, 2017.

The unaudited pro forma condensed combined financial information shows the impact of the merger on the combined financial position and the results of operations of FVCB and Colombo under the acquisition method of accounting with FVCB treated as the acquirer. Under this method of accounting, FVCB will record the assets and liabilities of Colombo at their estimated fair values as of the date the merger is completed. The unaudited pro forma condensed combined financial information does not give effect to any revenue enhancements or cost savings.

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of both FVCB and Colombo that are included in this prospectus.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the periods presented. The adjustments included in this unaudited pro forma condensed combined financial information are preliminary and may be revised. This information also does not reflect transaction costs, the benefits of the expected cost savings and expense efficiencies, opportunities to earn additional revenue, potential impacts of current market conditions on revenues or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or that may be attained in the future.

The unaudited pro forma condensed combined financial information should be read in conjunction with and is qualified in its entirety by reference to the historical consolidated financial statements and related notes thereto of FVCB, and the historical financial statements and related notes thereto of Colombo, included in this prospectus.

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PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)
FVCBankcorp, Inc. and Subsidiary
As of June 30, 2018
(Dollars in thousands, except per share data)

	As Reported

	FVCBankcorp, Inc.			Colombo Bank			Pro Forma Adjustments				FVCBankcorp, Inc. & Colombo Bank Pro Forma Combined
Assets
Cash and due from banks	$	6,309		$	1,003		$	8,446		(a)	$	15,758
Interest-bearing deposits at other financial institutions		30,734			22,474			—				53,208
Securities held-to-maturity		1,761			—			—				1,761
Securities available-for-sale, at fair value		117,083			13,479			—				130,562
Restricted stock, at cost		3,800			1,366			—				5,166
Loans, net of fees		955,641			152,555			(3,082	)	(b)		1,105,114
Less: allowance for loan losses		(8,298	)		(2,611	)		2,611		(c)		(8,298	)

Loans, net of fees and allowance		947,343			149,944			(471	)			1,096,816
Premises and equipment, net		1,401			580			—		(d)		1,981
Goodwill		—			—			7,257		(e)		7,257
Other intangibles		88			—			1,640		(f)		1,728
Other assets		30,930			2,622			3,664		(g)		37,216

Total assets	$	1,139,449		$	191,468		$	20,536			$	1,351,453



Liabilities and Stockholders' Equity
Liabilities
Deposits:
Noninterest-bearing	$	284,452		$	21,042		$	—			$	305,494
Interest-bearing		724,444			120,770			(338	)	(h)		844,876

Total deposits	$	1,008,896		$	141,812		$	(338	)		$	1,150,370

FHLB advances	$	—		$	28,000		$	450		(h)	$	28,450
Subordinated notes, net of issuance costs		24,367			—			—				24,367
Other liabilities		2,220			362			—				2,582

Total liabilities	$	1,035,483		$	170,174		$	112			$	1,205,769

Stockholders' Equity
Common stock, $0.01 par value		111			3,442			(3,416	)	(a)(i)(j)		137
Additional paid-in capital		75,411			28,591			15,965		(a)(i)(j)		119,967
Retained earnings (deficit)		31,933			(10,348	)		7,484		(i)		29,069
Accumulated other comprehensive (loss), net		(3,489	)		(391	)		391		(i)		(3,489	)

Total stockholders' equity	$	103,966		$	21,294		$	20,424			$	145,684

Total liabilities and stockholders' equity	$	1,139,449		$	191,468		$	20,536			$	1,351,453

See notes to the pro forma condensed combined financial information.

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PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
FVCBankcorp, Inc. and Subsidiary
For the Six Months Ended June 30, 2018
(Dollars in thousands, except share and per share data)

	As Reported									FVCBankcorp, Inc. & Colombo Bank Pro Forma Combined

	As Reported					Pro Forma Adjustments
	FVCBankcorp, Inc.		Colombo Bank			Pro Forma Adjustments
Interest income	$	23,411	$	4,449		$	258		(k)	$	28,118
Interest expense		5,292		914			(56	)	(l)		6,150

Net Interest Income		18,119		3,535			314				21,968
Provision for (recovery of) loan losses		639		(200	)		—				439

Net interest income after provision for (recovery of) loan losses		17,480		3,735			314				21,529
Noninterest income		748		166			—				914
Noninterest expense		11,082		3,555			146		(m)		14,783

Income before income tax expense		7,146		346			168				7,660
Provision for income taxes		1,072		—			9		(n)		1,081

Net income	$	6,074	$	346		$	159			$	6,579



Earnings per share, basic	$	0.55								$	0.49



Earnings per share, diluted	$	0.50								$	0.45



Average common shares outstanding
Basic		10,978,846		344,248,084			(341,688,757	)	(o)		13,538,173
Diluted		12,058,238		344,248,084			(341,688,757	)	(o)		14,617,565

See notes to the pro forma condensed combined financial information.

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PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
FVCBankcorp, Inc. and Subsidiary
For the Year Ended December 31, 2017
(Dollars in thousands, except share and per share data)

	As Reported(1)									FVCBankcorp, Inc. & Colombo Bank Pro Forma Combined

	As Reported(1)					Pro Forma Adjustments
	FVCBankcorp, Inc.		Colombo Bank			Pro Forma Adjustments
Interest income	$	40,302	$	9,079		$	617		(k)	$	49,998
Interest expense		8,195		2,081			168		(l)		10,444

Net Interest Income		32,107		6,998			449				39,554
Provision for loan losses		1,200		(1,000	)		—				200

Net interest income after provision for loan losses		30,907		7,998			449				39,354
Noninterest income		2,975		432			—				3,407
Noninterest expense		19,346		7,366			318		(m)		27,030

Income before income tax expense		14,536		1,064			131				15,731
Provision for income taxes		6,846		28			28		(n)		6,902

Net income	$	7,690	$	1,036		$	103			$	8,829



Earnings per share, basic	$	0.74								$	0.68



Earnings per share, diluted	$	0.67								$	0.63



Average common shares outstanding
Basic		10,434,709		344,248,084			(341,688,757	)	(o)		12,994,036
Diluted		11,545,408		344,248,084			(341,688,757	)	(o)		14,104,735

(1): Derived from audited financial statements as of December 31, 2017.

See notes to the pro forma condensed combined financial information.

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NOTE A—BASIS OF PRESENTATION

On May 3, 2018, FVCB and FVCbank entered into an Agreement and Plan of Merger, or merger agreement, with Colombo, providing for the merger of Colombo with and into FVCbank, a wholly-owned subsidiary of FVCB. At the effective time of the merger, Colombo will cease to exist and FVCbank shall survive and continue to exist as a Virginia chartered commercial bank.

The merger agreement provides that at the effective time of the merger, each outstanding share of common stock of Colombo will be converted into the right to receive a combination of: (i) the number of shares of our common stock determined by dividing $0.043492 by the average of the closing price per share of our common stock for the five trading days ending on and including the second trading day immediately prior to the closing of the merger, rounded to six decimal places, and (ii) cash in an amount equal to $0.053157 per share of Colombo common stock. Any beneficial owner of Colombo common stock that would be entitled to receive fewer than 100 shares of our common stock will be entitled to elect to receive only cash, in an amount equal to $0.096649 per share of Colombo common stock. For purposes of these pro forma condensed combined financial statements, we assume an exchange ratio of 0.002351, based on an assumed average closing price of FVCB common stock of $18.50 per share.

The unaudited pro forma condensed combined financial information of FVCB financial condition and results of operations, including per share data, are presented after giving effect to the merger. The pro forma financial information assumes that the merger with Colombo was consummated on January 1, 2017 for purposes of the unaudited pro forma condensed combined statement of income and on June 30, 2018 for purposes of the pro forma balance sheet and gives effect to the merger, for purposes of the unaudited pro forma condensed combined statement of income, as if it had been effective during the entire period presented. The pro forma financials also give effect to the issuance by FVCBankcorp, Inc. of 2,559,327 shares of common stock on December 21, 2017, as if the issuance had occurred on January 1, 2017, reflecting the issuance of 809,327 shares in the merger and 1,750,000 shares for cash.

The merger will be accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price over the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed will be recorded as goodwill.

The pro forma financial information includes estimated adjustments to record the assets and liabilities of Colombo at their respective fair values and represents management's estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after the merger is completed and after completion of a final analysis to determine the fair values of Colombo's tangible, and identifiable intangible, assets and liabilities as of the closing date.

NOTE B—PRO FORMA ADJUSTMENTS

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All adjustments are based on current valuations, estimates and assumptions that are subject to change.

(a): It is a condition to FVCB's obligation to complete the merger that it receive at least $10.0 million in gross proceeds from the sale of shares of FVCB common stock, or in its discretion borrowing transactions or the sale of FVCB preferred stock. For purposes of these pro forma condensed combined financial statements, FVCB assumes that it will issue 1,750,000 shares of common stock in an underwritten public offering, not including the underwriters' option to purchase an additional 262,500 shares of common stock to cover

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overallotments, at an offering price of $18.50 per share (the closing price of FVCB common stock on August 7, 2018), resulting in net proceeds of $29.6 million from the issuance. FVCB retains discretion to increase or decrease the size of the offering, or to change the manner of raising capital. The actual offering price, the number of shares offered, and the gross and net proceeds of the offering may be higher or lower. The offering is expected to be completed in the third quarter of 2018. Issuance expenses are estimated to be approximately $2.8 million, including underwriters' commissions, before income taxes.

(b): A fair value adjustment was recorded to Colombo's outstanding loan portfolio. This fair value adjustment was based on (1) current market interest rates and spreads including consideration for liquidity concerns and (2) FVCB's initial evaluation of credit deterioration identified in Colombo's loan portfolio. Loans were adjusted for credit deterioration of the acquired portfolio in the amount of $2.3 million, which represented a mark of approximately 1.5% on Colombo's outstanding loan portfolio. Of the $2.3 million credit mark, approximately 66.2%, or $1.5 million, is estimated to be an accretable adjustment. A further downward fair value adjustment to reflect differences in interest rates in the amount of $760 thousand was also recorded. Subsequent to the completion of the merger, FVCB will use an independent third party to determine the fair value of the acquired loans that could significantly change the amount of the estimated fair value adjustment.
(c): The allowance for loan losses of Colombo is eliminated. Purchased loans acquired in a business combination are required to be recorded at fair value and the recorded allowance of the acquired company may not be carried over.
(d): A fair value adjustment was not made as the amount was not expected to be material.
(e): Goodwill of $7.3 million is generated as a result of the total purchase price based on FVCB's stock price of $18.50 as of August 7, 2018 and the fair value of assets purchased exceeding the fair value of liabilities assumed is recorded.
(f): Other intangibles of $1.6 million represents FVCB's estimate of the fair value of the core deposit intangible asset to be recorded. The estimate represents a 1.69% premium on Colombo's core deposits. The actual amount of such core deposit intangible asset will be determined at the completion of the merger and will be valued by an independent third party that could change the amount of the adjustment significantly.
(g): Deferred taxes associated with the adjustments to record the assets and liabilities of Colombo at fair value were recognized using FVCB's statutory rate of 21%.
(h): A fair value adjustment of ($338 thousand) was recorded to Colombo's outstanding deposit liabilities, and a fair value adjustment of $450 thousand was recorded to Colombo's FHLB borrowings, to reflect current market interest rates and spreads for comparable instruments. Upon completion of the merger, FVCB will use an independent third party to determine the fair value of the assumed deposit liabilities and FHLB borrowings. Subsequent to the closing of the merger, the amount and timing of the estimated fair value adjustments could be revised significantly.
(i): Adjustments representing the elimination of the historical equity of Colombo as part of the acquisition accounting adjustments.
(j): Recognition of the equity portion of the merger consideration. The adjustment to common stock represents the $0.01 par value of shares of FVCB common stock issued to effect the transaction. The adjustment to surplus represents the amount of equity consideration above the par value of FVCB's common stock issued.

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(k): Represents the accretion of the fair value adjustment on portfolio loans assuming the merger closed on January 1, 2017. This consists of an accretion of $137 thousand and $344 thousand, respectively, for the six months ended June 30, 2018 and the year ended December 31, 2017 related to the accretable adjustment related to the credit mark on the acquired loans. In addition, accretion of $121 thousand and $273 thousand, respectively, was included for the six months ended June 30, 2018 and the year ended December 31, 2017 related to the interest rate adjustment on the acquired loans. The average remaining life of the loans is approximately 7.7 years.
(l): Represents net amortization of the premium on deposits and FHLB borrowings assuming the merger closed on January 1, 2017. For purposes of the pro forma financial information, the following table reflects the respective amortization (accretion) amounts using the effective interest method and the average remaining life for each individual liability.

(Unaudited, dollars in thousands)		For the Six Months Ended June 30, 2018			For the Year Ended December 31, 2017

Deposits	1.17	$	3		$	326
FHLB borrowings	2.66		(59	)		(158	)

(m): Represents the amortization of the core deposit intangible to be acquired in the merger over an estimated useful life of 9.5 years using the sum-of-the-months digits method assuming the merger closed on January 1, 2017. The estimated amount of the amortization is $146 thousand for the six months ended June 30, 2018 and $318 thousand for the year ended December 31, 2017.
(n): Applicable income taxes at a 21% rate less deferred taxes associated with the net amortization and accretion of the purchase accounting adjustments.
(o): Weighted-average basic and diluted shares outstanding were adjusted to give effect to the common stock issuance and the merger transaction.

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NOTE C—PRO FORMA ALLOCATION OF PURCHASE PRICE

The following table shows the pro forma allocation of the consideration paid for Colombo's common equity to the acquired identifiable assets and liabilities assumed and the pro forma goodwill generated from the transaction (Dollars in thousands):


Purchase price:
Fair value of FVCB common shares issued (809,327 shares), based on the closing price of FVCB common stock of $18.50 as of August 7, 2018	$	14,973
Cash paid		18,299

Total consideration transferred		33,272
Fair value of identifiable assets acquired:
Cash and cash equivalents		23,477
Investment securities		13,479
Restricted stock		1,366
Loans, net		149,473
Premises and equipment		580
Core deposit intangible		1,640
Other assets		6,286

Total identifiable assets	$	196,301
Fair value of identifiable liabilities assumed:
Deposits	$	141,474
Short-term borrowings		28,450
Other liabilities		362

Total identifiable liabilities		170,286

Net assets acquired including identifiable intangible assets		26,015

Preliminary pro forma goodwill	$	7,257

NOTE D—ESTIMATED AMORTIZATION/ACCRETION OF ACQUISITION ACCOUNTING ADJUSTMENTS

The following table sets forth an estimate of the expected effects of the estimated aggregate acquisition accounting adjustments reflected in the pro forma combined financial statements on the future pre-tax net income of FVCB after the merger with Colombo:

	Discount Accretion (Premium Amortization) For the Years Ended December 31,

(Unaudited, in thousands)	2018			2019			2020			2021			2022
Loans, net of unearned income	$	616		$	492		$	329		$	203		$	166
Deposits		(326	)		(5	)		(2	)		(3	)		(3	)
Core deposit intangible		(318	)		(284	)		(249	)		(215	)		(181	)
FHLB borrowings		158			118			71			51			51

Increase in pre-tax income	$	130		$	321		$	149		$	36		$	33

NOTE E—ESTIMATED COST SAVINGS AND MERGER-RELATED COSTS

Estimated cost savings, expected to approximate 35% of Colombo's annualized pre-tax operating expenses, are excluded from the pro forma analysis. Cost savings are estimated to be realized at 100% in the first full year after acquisition and 100% in subsequent years. In addition, estimated merger-

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related costs are not included in the pro forma combined statements of income since they will be recorded in the combined results of income as they are incurred prior to or after completion of the merger and not indicative of what historical results of the combined company would have been had the companies been actually combined during the periods presented. Merger-related costs are estimated to be approximately $3.0 million, before-tax.

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RISK FACTORS

An investment in our common stock involves a significant degree of risk. The material risks and uncertainties that management believes affect us are described below. Before you decide to invest in our common stock, you should carefully read and consider the risk factors described below as well as the other information included in this prospectus. Any of these risks, if they are realized, could materially adversely affect our business, financial condition and results of operations, and consequently, the value of our common stock. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial may also materially and adversely affect us. This prospectus also contains forward-looking statements that involve risks and uncertainties. If any of the matters included in the following information about risk factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially and adversely affected. In any such case, you could lose all or a portion of your original investment.

Risks Related to Our Business

Our business and operations may be materially adversely affected by weak economic conditions.

Our business and operations, which primarily consist of banking activities, including lending money to customers and borrowing money from customers in the form of deposits, are sensitive to general business and economic conditions in the U.S. generally, and in the Washington, D.C. metropolitan area in particular. The economic conditions in our local markets may be different from the economic conditions in the U.S. as a whole. If economic conditions in the U.S. or any of our markets weaken, our growth and profitability from our operations could be constrained. In addition, foreign economic and political conditions could affect the stability of global financial markets, which could hinder economic growth. The current economic environment is characterized by interest rates gradually increasing from near historically low levels, which could impact our ability to attract deposits and to generate attractive earnings through our loan and investment portfolios. All these factors can individually or in the aggregate be detrimental to our business, and the interplay between these factors can be complex and unpredictable. Unfavorable market conditions can result in a deterioration in the credit quality of our borrowers and the demand for our products and services, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for loan losses, a decline in the value of our collateral, and an overall material adverse effect on the quality of our loan portfolio.

Our business is also significantly affected by monetary and related policies of the U.S. federal government and its agencies. Uncertainty about the federal fiscal policymaking process, the medium and long-term fiscal outlook of the federal government, and future tax rates are concerns for businesses, consumers and investors in the U.S. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control. Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on our business, financial conditions and results of operations.

We are subject to interest rate risk, which could adversely affect our profitability.

Our profitability, like that of most financial institutions, depends to a large extent on our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and investment securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowings.

Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System, or the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and

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securities and the interest we pay on deposits and borrowings, but such changes could affect our ability to originate loans and obtain deposits, the fair value of our financial assets and liabilities, and the average duration of our assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Any substantial, unexpected or prolonged change in market interest rates could have a material adverse impact on our business, financial condition and results of operations.

Our interest sensitivity profile was modestly asset sensitive as of June 30, 2018. As a result, we would expect small increases in net interest income if interest rates rise, and small declines in the event rates fall. However, such expectations are based on our assumptions as to deposit customer behavior in an increasing rate scenario. When short-term interest rates rise, the rate of interest we pay on our interest-bearing liabilities may rise more quickly than the rate of interest that we receive on our interest-earning assets, which may cause our net interest income to decrease. Additionally, a shrinking yield premium between short-term and long-term market interest rates, a pattern usually indicative of investors' waning expectations of future growth and inflation, commonly referred to as a flattening of the yield curve, typically reduces our profit margin as we borrow at shorter terms than the terms at which we lend and invest.

In addition, an increase in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but also reduce collateral values and necessitate further increases to the allowance for loan losses, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to credit risk, which could adversely affect our profitability.

Our business depends on our ability to successfully measure and manage credit risk. As a lender, we are exposed to the risk that the principal of, or interest on, a loan will not be paid timely or at all or that the value of any collateral supporting a loan will be insufficient to cover our outstanding exposure. In addition, we are exposed to risks with respect to the period of time over which the loan may be repaid, risks relating to loan underwriting, risks resulting from changes in economic and industry conditions, and risks inherent in dealing with individual loans and borrowers. The creditworthiness of a borrower is affected by many factors including local market conditions and general economic conditions. If the overall economic climate in the U.S. generally, or in our market areas specifically, experiences material disruption, our borrowers may experience difficulties in repaying their loans, the collateral we hold may decrease in value or become illiquid, and our level of nonperforming loans, charge-offs and delinquencies could rise and require significant additional provisions for loan losses.

Our risk management practices, such as monitoring the concentrations of our loans and our credit approval, review and administrative practices, may not adequately reduce credit risk, and our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting related customers and the quality of the loan portfolio. Many of our loans are made to small businesses that are less able to withstand competitive, economic and financial pressures than larger borrowers. Consequently, we may have significant exposure if any of these borrowers becomes unable to pay their loan obligations as a result of economic or market conditions, or personal circumstances, such as divorce, unemployment or death. A failure to effectively measure and limit the credit risk associated with our loan portfolio may result in loan defaults, foreclosures and additional charge-offs, and may necessitate that we significantly increase our allowance for loan losses, each of which could adversely affect our net income. As a result, our inability to successfully manage

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credit risk could have a material adverse effect on our business, financial condition and results of operations.

Losses related to any single loan could have a significant impact on our financial condition and results of operations.

While our average funded loan size is relatively small compared to our legal lending limit, averaging $1.2 million for commercial real estate loans and $247 thousand for commercial and industrial loans, at June 30, 2018, our legal lending limit has increased, and we have originated larger loans in recent years. As a result of our commercial real estate lending, the loan portfolio contains approximately 24 loans which have balances in excess of 5% of our shareholder's equity, and our largest single exposure is $12.8 million, while our largest exposure to one borrower is $18.6 million. Additionally, commercial and industrial loans not primarily secured by real estate are typically made based on the ability of the borrower to make payment on the loan from the cash flow of the business, and are collateralized primarily by business assets such as equipment, inventory and accounts receivable. These assets are often subject to depreciation over time, may be more difficult than real estate collateral to evaluate, and may be more difficult to realize the value of upon foreclosure. As a result, the availability of funds for repayment of such loans is often contingent on the success of the business itself. Although we seek to structure and monitor our loans and the financial condition of our borrowers in an effort to avoid or minimize losses, unexpected reversals in the business of an individual borrower can occur, and the resulting decline in the quality of loans to such borrowers, and related provisions for credit losses, could have a material adverse effect on our earnings, financial condition and shareholder returns.

A substantial portion of our loans are and will continue to be real estate related loans in the Washington, D.C. metropolitan area. Adverse changes in the real estate market or economy in this area could lead to higher levels of problem loans and charge-offs, adversely affecting our earnings and financial condition.

We make loans primarily to borrowers in the Washington, D.C. metropolitan area, focusing on the Virginia counties of Arlington, Fairfax, Loudoun and Prince William and the independent cities located within those counties, and Washington D.C. and its Maryland suburbs, and have a substantial portion of our loans secured by real estate. These concentrations expose us to the risk that adverse developments in the real estate market, or in the general economic conditions in such areas, or the continuation of such adverse developments, could increase the levels of nonperforming loans and charge-offs, and reduce loan demand and deposit growth. In that event, we would likely experience lower earnings or losses. Additionally, if economic conditions in the area deteriorate, or there is significant volatility or weakness in the economy or any significant sector of the area's economy, our ability to develop our business relationships may be diminished, the quality and collectability of our loans may be adversely affected, our provision for loan losses may increase, the value of collateral may decline and loan demand may be reduced.

Increases to our nonperforming assets or other problem assets will have an adverse effect on our earnings.

As of June 30, 2018, we had nonperforming loans and loans 90 days or more past due of $938 thousand, or 0.10% of total loans, $3.9 million of other real estate owned, or OREO, and nonperforming assets of 0.42% of total assets. At that date, we also had $1.6 million of loans considered troubled debt restructurings, all of which are currently performing. If any of our loans which are troubled debt restructurings or 90 or more days past due and still accruing become nonaccrual loans, we will not record interest income on such loans, and may be required to reverse prior accruals, thereby adversely affecting our earnings. If the level of our nonperforming or other problem assets increases, we may be required to make additional provisions for loan losses, which will negatively impact our earnings. If we are required to foreclose on any collateral properties securing our loans, we

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will incur legal and other expenses in connection with the foreclosure and sale process and possible losses on the sale of OREO or other collateral. Additionally, the resolution of nonperforming assets, troubled debt restructurings and other problem assets requires the active involvement of management, which can distract management from its overall supervision of operations and other income producing activities.

Our concentrations of loans may create a greater risk of loan defaults and losses.

A substantial portion of our loans are secured by various types of real estate in the Washington, D.C. metropolitan area and substantially all of our loans are to borrowers in that area. At June 30, 2018, 85.6% of our total loans were secured by real estate; commercial real estate loans, excluding construction and land development, comprised the largest portion of these loans at 59.9% of our portfolio. This concentration exposes us to the risk that adverse developments in the real estate market, or the general economic conditions in our market, could increase our nonperforming loans and charge-offs, reduce the value of our collateral and adversely impact our results of operations and financial condition. Management believes that the commercial real estate concentration risk is mitigated by diversification among the types and characteristics of real estate collateral properties, sound underwriting practices, rigorous portfolio monitoring and ongoing market analysis. Construction and land development loans comprised 14.6% of total loans at June 30, 2018. Commercial and industrial loans comprised 11.6%, of total loans at June 30, 2018. These categories of loans have historically carried a higher risk of default than other types of loans, such as single family residential mortgage loans. The repayment of these loans often depends on the successful operation of a business or the sale or development of the underlying property, and, as a result, are more likely to be adversely affected by adverse conditions in the real estate market or the economy in general. While we believe that our loan portfolio is well diversified in terms of borrowers and industries, these concentrations expose us to the risk that adverse developments in the real estate market, or in the general economic conditions in the Washington, D.C. metropolitan area, could increase the levels of nonperforming loans and charge-offs, and reduce loan demand. In that event, we would likely experience lower earnings or losses. Additionally, if, for any reason, economic conditions in our market area deteriorate, or there is significant volatility or weakness in the economy or any significant sector of the area's economy, our ability to develop our business relationships may be diminished, the quality and collectability of our loans may be adversely affected, our provision for loan losses may increase, the value of collateral may decline and loan demand may be reduced.

Commercial real estate loans tend to have larger balances than single family mortgage loans and other consumer loans. Because the loan portfolio contains a significant number of commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans may cause a significant increase in nonperforming assets. An increase in nonperforming loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, or an increase in loan charge-offs, which could have an adverse impact on our results of operations and financial condition.

We operate in a highly competitive market and face increasing competition from a variety of traditional and new financial services providers, which could adversely impact our profitability.

The banking business is highly competitive. We compete as a financial intermediary with other commercial banks, savings banks, credit unions, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market mutual funds and other financial institutions operating in the Washington, D.C. metropolitan area and elsewhere, as well as nontraditional competitors such as fintech companies and internet-based lenders, depositories and payment systems. Our profitability depends upon our continued ability to successfully compete with traditional and new financial services providers, some of which maintain a physical presence in our market areas and others of which maintain only a virtual presence.

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Our primary market area is a highly competitive, highly branched, banking market. Competition in the market area for loans to small and middle-market businesses and professionals, our target market, is intense and pricing is important. Several of our competitors have substantially greater resources and lending limits than us, and offer certain services, such as extensive and established branch networks and trust services, that we do not currently provide or currently expect to provide in the near future. Moreover, larger institutions operating in the Washington, D.C. metropolitan area may have access to borrowed funds at lower cost than will be available to us. Additionally, deposit competition among institutions in the market area is strong. Increased competition could require us to increase the rates we pay on deposits or lower the rates that we offer on loans, which could reduce our profitability. Our failure to compete effectively in our market could restrain our growth or cause us to lose market share, which could have a material adverse effect on our business, financial condition and results of operations.

Our portfolio of loans to small and mid-sized community-based businesses may increase our credit risk.

Many of our commercial business and commercial real estate loans are made to small business or middle market customers. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities and have a heightened vulnerability to economic conditions. If general economic conditions in the market area in which we operate negatively impact this important customer sector, our results of operations and financial condition may be adversely affected. Moreover, a portion of these loans have been made by us in recent years and the borrowers may not have experienced a complete business or economic cycle. The deterioration of our borrowers' businesses may hinder their ability to repay their loans with us, which could have a material adverse effect on our financial condition and results of operations.

Our government contractor customers, and businesses in the Washington, D.C. metropolitan area in general, may be adversely impacted by the Federal government and a budget impasse.

At June 30, 2018, 11.6% of our total loans were outstanding to commercial and industrial customers. Of that, approximately 31.0% of outstanding commercial and industrial loans are to government contractors or their subcontractors specializing in the defense and homeland security and defense readiness sectors, and we have commitments of $89.8 million to such borrowers. We are actively seeking to expand our exposure to this business segment. While we believe that our loans to government contractor customers are unlikely to experience more than a delay in payment as a result of government shutdowns, the current emphasis on defense readiness presents an opportunity for many of our customers. In the event of a government shutdown, this could cause these customers to have their government contracts reduced or terminated for convenience, or have payments delayed, causing a loss of anticipated revenues or reduced cash flow, resulting in an increase in credit risk, and potentially defaults by such customers on their respective loans.

Our government contractor customers could also withdraw their deposit balances during a shutdown to fund current operations, resulting in additional liquidity risk. Additionally, temporary layoffs, salary reductions or furloughs of government employees or government contractors could have adverse impacts on other businesses in our market and the general economy of the Washington, D.C. metropolitan area, and may indirectly lead to a loss of revenues by our customers. As a result, a government shutdown could lead to an increase in the levels of past due loans, nonperforming loans, loan loss reserves and charge-offs, and a decline in liquidity.

We may not be able to retain or grow our core deposit base, which could adversely impact our funding costs.

Like many financial institutions, we rely on customer deposits as our primary source of funding for our lending activities, and we continue to seek customer deposits to maintain this funding base. Our future growth will largely depend on our ability to retain and grow our deposit base. As of June 30,

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2018, we had $1.01 billion in deposits. As of the same date, using deposit account related information such as tax identification numbers, account titling and account size, we estimated that $565.7 million of our deposits exceeded the insurance limits established by the FDIC. Our deposits are subject to potentially dramatic fluctuations in availability or price due to certain factors outside of our control, such as increasing competitive pressures for deposits, changes in interest rates and returns on other investment classes, customer perceptions of our financial health and general reputation, and a loss of confidence by customers in us or the banking sector generally, which could result in significant outflows of deposits within short periods of time or significant changes in pricing necessary to maintain current customer deposits or attract additional deposits. Any such loss of funds could result in lower loan originations, which could have a material adverse effect on our business, financial condition and results of operations.

Liquidity risk could impair our ability to fund operations and meet our obligations as they become due, and failure to maintain sufficient liquidity could materially adversely affect our growth, business, profitability and financial condition.

Liquidity is essential to our business. Liquidity risk is the potential that we will be unable to meet our obligations as they become due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost, in a timely manner and without adverse conditions or consequences. We require sufficient liquidity to fund asset growth, meet customer loan requests, customer deposit maturities and withdrawals, payments on our debt obligations as they come due and other cash commitments under both normal operating conditions and other unpredictable circumstances, including events causing industry or general financial market stress. Liquidity risk can increase due to a number of factors, including an over-reliance on a particular source of funding or market-wide phenomena such as market dislocation and major disasters. As discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Deposits and Other Borrowings," we have a deposit concentration related to municipalities. Factors that could detrimentally impact access to liquidity sources include, but are not limited to, a decrease in the level of our business activity as a result of a downturn in our market, adverse regulatory actions against us, or changes in the liquidity needs of our depositors. Market conditions or other events could also negatively affect the level or cost of funding, affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, and fund asset growth and new business transactions at a reasonable cost, in a timely manner, and without adverse consequences. Our inability to raise funds through deposits, borrowings, the sale of loans, and other sources could have a substantial negative effect on our business, and could result in the closure of the Bank. Our access to funding sources in amounts adequate to finance our activities or on acceptable terms could be impaired by factors that affect our organization specifically or the financial services industry or economy in general. Any substantial, unexpected, and/or prolonged change in the level or cost of liquidity could impair our ability to fund operations and meet our obligations as they become due and could have a material adverse effect on our business, financial condition and results of operations.

We rely on customer deposits, including brokered deposits, and to a lesser extent on advances from the Federal Home Loan Bank of Atlanta, or FHLB, to fund our operations. Although we have historically been able to replace maturing deposits and advances if desired, we may not be able to replace such funds in the future if our financial condition, the financial condition of the FHLB or market conditions were to change. FHLB borrowings and other current sources of liquidity may not be available or, if available, sufficient to provide adequate funding for operations.

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Our reputation is critical to our business, and damage to it could have a material adverse effect on us.

We believe that a key differentiating factor for our business is the strong reputation we have built in our market. Maintaining a positive reputation is critical to attracting and retaining customers and employees. Adverse perceptions of us could make it more difficult for us to execute on our strategy. Harm to our reputation can arise from many sources, including actual or perceived employee misconduct, errors or misconduct by our third party vendors or other counterparties, litigation or regulatory actions, our failure to meet our high customer service and quality standards, compliance failures and weakened financial condition. Negative publicity about us, whether or not accurate, may damage our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

Our allowance for loan losses may be inadequate to absorb losses inherent in the loan portfolio, which could have a material adverse effect on our business, financial condition and results of operations.

Experience in the banking industry indicates that a portion of our loans will become delinquent, and that some may only be partially repaid or may never be repaid at all. We may experience losses for reasons beyond our control, such as the impact of general economic conditions on customers and their businesses. In determining the size of our allowance for loan losses, we rely on an analysis of our loan portfolio considering historical loss experience, volume and types of loans, trends in classification, volume and trends in delinquencies and nonaccruals, economic conditions and other pertinent information. Although we endeavor to maintain our allowance for loan losses at a level adequate to absorb any inherent losses in the loan portfolio, the determination of the appropriate level of the allowance for loan losses is inherently highly subjective and requires us to make significant estimates of and assumptions regarding current credit risk and future trends, and the accuracy of our judgments depends on the outcome of future events. Further, despite our underwriting criteria and historical experience, we may be particularly susceptible to losses due to: (i) the geographic concentration of our loans, (ii) the concentration of higher risk loans, such as commercial real estate, and commercial and industrial loans, and (iii) the relative lack of seasoning of certain of our loans.

Deterioration of economic conditions affecting borrowers, new information regarding existing loans, inaccurate management assumptions, identification of additional problem loans and other factors, both within and outside of our control, may result in our experiencing higher levels of nonperforming assets and charge-offs, and incurring loan losses in excess of our current allowance for loan losses, requiring us to make material additions to our allowance for loan losses, which could have a material adverse effect on our business, financial condition and results of operations.

Our federal and state banking regulators, as an integral part of their supervisory function, periodically review the allowance for loan losses. These regulatory agencies may require us to increase our provision for loan losses or to recognize further loan charge-offs based upon their judgments, which may be different from ours. If we need to make significant and unanticipated increases in the loss allowance in the future, or to take additional charge-offs for which we have not established adequate reserves, our results of operations and financial condition could be materially adversely affected at that time.

The success of our growth strategy depends, in part, on our ability to identify and retain individuals with experience and relationships in our market.

Our success depends, in large part, on our management team and key employees. The loss of any of our management team or our key employees could materially adversely affect our ability to execute our business strategy, and we may not be able to find adequate replacements on a timely basis, or at all. We cannot ensure that we will be able to retain the services of any members of our management team or other key employees. Failure to attract and retain a qualified management team and qualified

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key employees could have a material adverse effect on our business, financial condition and results of operations.

In order to continue to grow successfully, we must also identify and retain experienced loan officers with local expertise and relationships. We expect that competition for experienced loan officers will continue to be intense and that there will be a limited number of qualified loan officers with knowledge of, and experience in, the community banking industry in our market area. Even if we identify individuals that we believe could assist us in building our franchise, we may be unable to recruit these individuals away from their current banks. In addition, the process of identifying and recruiting loan officers with the combination of skills and attributes required to carry out our strategy is often lengthy. Our inability to identify, recruit and retain talented personnel could limit our growth and could adversely affect our business, financial condition and results of operations. The lack of acquisition opportunities in the future, or our inability to successfully bid for such opportunities as are available, could result in a slower pace of growth.

We may not be able to successfully manage continued growth.

We intend to use the net proceeds of the offering to fund the cash portion of the merger consideration in the merger with Colombo, and to contribute to the Bank's capital to support further growth in the level of our assets and deposits. As our capital base grows, so does our legal lending limit. We cannot be certain as to our ability to manage increased levels of assets and liabilities, or to successfully make and supervise higher balance loans. Further, we may not be able to maintain the relatively low number and level of nonperforming loans and charge-offs that we have experienced. We may be required to make additional investments in equipment, software, physical facilities and personnel to accumulate and manage higher asset levels and loan balances, which may adversely impact earnings, shareholder returns, and our efficiency ratio. Increases in operating expenses or nonperforming assets may have an adverse impact on the value of our common stock.

There can be no assurance that we will be able to continue to grow and to remain profitable in future periods, or, if profitable, that our overall earnings will remain consistent with our prior results of operations, or increase in the future. A downturn in economic conditions in our market, particularly in the real estate market, heightened competition from other financial services providers, an inability to retain or grow our core deposit base, regulatory and legislative considerations, a failure to maintain adequate internal controls and compliance processes, and failure to attract and retain high-performing talent, among other factors, could limit our ability to grow assets, or increase profitability, as rapidly as we have in the past. Sustainable growth requires that we manage our risks by following prudent loan underwriting standards, balancing loan and deposit growth without materially increasing interest rate risk or compressing our net interest margin, maintaining more than adequate capital at all times, hiring and retaining qualified employees and successfully implementing our strategic initiatives. Our failure to sustain our historical rate of growth or adequately manage the factors that have contributed to our growth could have a material adverse effect on our earnings and profitability and therefore on our business, financial condition and results of operations.

Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and adversely affect our growth and profitability.

The federal banking agencies have issued guidance governing financial institutions that have concentrations in commercial real estate lending. The guidance provides that institutions which have (1) total reported loans for construction, land development, and other land loans which represent 100% or more of an institution's total risk-based capital; or (2) total reported commercial real estate loans, excluding loans secured by owner-occupied commercial real estate, representing 300% or more of the institution's total risk-based capital, where the institution's commercial real estate loan portfolio has increased 50% or more during the prior 36 months, are identified as having potential commercial real

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estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital. We have a concentration in commercial real estate loans, and we have experienced significant growth in our commercial real estate portfolio in recent years. From June 30, 2015 through June 30, 2018, our nonowner-occupied commercial real estate loan balances increased by $148.6 million, or 79.5%, and our commercial construction, development and land loan balances increased by $96.8 million, or 229.8%. As of June 30, 2018, commercial real estate loans, as defined for regulatory purposes, represented 397.0% of our total risk-based capital. Of those loans, commercial construction, development and land loans represented 103.1% of our total risk based capital. Owner-occupied commercial real estate loans represented an additional 92.0% of our total risk based capital. Management has extensive experience in commercial real estate lending, and has implemented and continues to maintain heightened portfolio monitoring and reporting, and strong underwriting criteria with respect to its commercial real estate portfolio. Nevertheless, we could be required to maintain higher levels of capital as a result of our commercial real estate concentration, which could limit our growth, require us to obtain additional capital, and have a material adverse effect on our business, financial condition and results of operations.

Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future.

As a result of our organic growth over the past several years, as of June 30, 2018, approximately $659.8 million, or 69%, of the loans in our loan portfolio were first originated during the past three years. The average age by loan type for loans originated in the past three years is: commercial real estate loans—1.58 years; commercial and industrial loans—1.58 years; commercial construction loans—0.68 years; consumer residential loans—2.09 years; and consumer nonresidential loans—0.67 years. In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process referred to as "seasoning." As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio. Therefore, the recent and current level of delinquencies and defaults may not represent the level that may prevail as the portfolio becomes more seasoned and may not serve as a reliable basis for predicting the health and nature of our loan portfolio, including net charge-offs and the ratio of nonperforming assets in the future. Our limited experience with these loans may not provide us with a significant history with which to judge future collectability or performance. However, we believe that our stringent credit underwriting process, our ongoing credit review processes, and our history of successful management of our loan portfolio, mitigate these risks. Nevertheless, if delinquencies and defaults increase, we may be required to increase our provision for loan losses, which could have a material adverse effect on our business, financial condition and results of operations.

Limits on our ability to use brokered deposits as part of our funding strategy may adversely affect our ability to grow.

A "brokered deposit" is any deposit that is obtained from, or through the mediation or assistance of, a deposit broker. These deposit brokers attract deposits from individuals and companies throughout the country and internationally whose deposit decisions are based almost exclusively on obtaining the highest interest rates. Recently enacted legislation excludes reciprocal deposits of up to the lesser of $5 billion or 20% of an institution's deposits from the definition of brokered deposits, where the institution is well capitalized and has a composite supervisory rating of 1 or 2. We have used brokered deposits in the past, and we intend to continue to use brokered deposits as one of our funding sources to support future growth. We have established a brokered deposit to total deposit tolerance ratio of 15%. As of June 30, 2018, brokered deposits, excluding reciprocal deposits, represented approximately 7.7% of our total deposits. Reciprocal deposits represented an additional 9.0% of total deposits at June 30, 2018. Currently, our brokered deposits have a comparable deposit cost to our core deposits.

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There are risks associated with using brokered deposits. In order to continue to maintain our level of brokered deposits, we may be forced to pay higher interest rates than those contemplated by our asset-liability pricing strategy which could have an adverse effect on our net interest margin. In addition, banks that become less than "well capitalized" under applicable regulatory capital requirements may be restricted in their ability to accept or renew, or prohibited from accepting or renewing, brokered deposits. If this funding source becomes more difficult to access, we will have to seek alternative funding sources in order to continue to fund our growth. This may include increasing our reliance on FHLB borrowing, attempting to attract additional non-brokered deposits, and selling loans. There can be no assurance that brokered deposits will be available, or if available, sufficient to support our continued growth. The unavailability of a sufficient volume of brokered deposits could have a material adverse effect on our business, financial condition and results of operations.

We may face risks with respect to future expansion or acquisition activity.

We selectively seek to expand our banking operations through limited de novo branching or opportunistic acquisition activities. We cannot be certain that any expansion activity, through de novo branching, acquisition of branches of another financial institution or a whole institution, or the establishment or acquisition of nonbanking financial service companies, will prove profitable or will increase shareholder value. The success of any acquisition will depend, in part, on our ability to realize the estimated cost savings and revenue enhancements from combining our business and that of the target company. Our ability to realize increases in revenue will depend, in part, on our ability to retain customers and employees, and to capitalize on existing relationships for the provision of additional products and services. If our estimates turn out to be incorrect or we are not able to successfully combine companies, the anticipated cost savings and increased revenues may not be realized fully or at all, or may take longer to realize than expected. It is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing business, diversion of management attention, or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients and employees or to achieve the anticipated benefits of the merger. As with any combination of banking institutions, there also may be disruptions that cause us to lose customers or cause customers to withdraw their deposits. Customers may not readily accept changes to their banking arrangements that we make as part of or following an acquisition. Additionally, the value of an acquisition to us is dependent on our ability to successfully identify and estimate the magnitude of any asset quality issues of acquired companies.

We may not be successful in overcoming these risks or other problems encountered in connection with potential acquisitions or other expansion activity. Our inability to overcome these risks could have an adverse effect on our ability to implement our business strategy and enhance shareholder value, which, in turn, could have a material adverse effect on our business, financial condition or results of operations. Additionally, if we record goodwill in connection with any acquisition, our financial condition and results of operation may be adversely affected if that goodwill is determined to be impaired, which would require us to take an impairment charge.

New lines of business, products, product enhancements or services may subject us to additional risk.

From time to time, we may implement new lines of business or offer new products and product enhancements as well as new services within our existing lines of business. There are substantial risks and uncertainties associated with these efforts. In developing, implementing or marketing new lines of business, products, product enhancements or services, we may invest significant time and resources. We may underestimate the appropriate level of resources or expertise necessary to make new lines of business or products successful or to realize their expected benefits. We may not achieve the milestones set in initial timetables for the development and introduction of new lines of business, products, product enhancements or services, and price and profitability targets may not prove feasible. External

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factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the ultimate implementation of a new line of business or offerings of new products, product enhancements or services. Any new line of business, product, product enhancement or service could have a significant impact on the effectiveness of our system of internal controls. We may also decide to discontinue businesses or products, due to lack of customer acceptance or unprofitability. Failure to successfully manage these risks in the development and implementation of new lines of business or offerings of new products, product enhancements or services could have a material adverse effect on our business, financial condition and results of operations.

We depend on the accuracy and completeness of information provided by customers and counterparties.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished by or on behalf of customers and counterparties, including financial information. We may also rely on representations of customers and counterparties as to the accuracy and completeness of that information. In deciding whether to extend credit, we may rely upon customers' representations that their financial statements conform to GAAP and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. We also may rely on customer representations and certifications, or audit or accountants' reports, with respect to the business and financial condition of our customers. Our financial condition, results of operations, financial reporting and reputation could be negatively affected if we rely on materially misleading, false, inaccurate or fraudulent information.

We depend on information technology and telecommunications systems of third parties, and any systems failures or interruptions could adversely affect our operations and financial condition.

Our business depends on the successful and uninterrupted functioning of our information technology and telecommunications systems. We outsource many of our major systems, such as data processing, deposit processing, loan origination, email and anti-money laundering monitoring systems. Of particular significance is our long term contract for core data processing services with Fidelity National Information Services, Inc. The failure of these systems, or the termination of a third party software license or service agreement on which any of these systems is based, could interrupt our operations, and we could experience difficulty in implementing replacement solutions. In many cases, our operations rely heavily on secured processing, storage and transmission of information and the monitoring of a large number of transactions on a minute-by-minute basis, and even a short interruption in service could have significant consequences. Because our information technology and telecommunications systems interface with and depend on third party systems, we could experience service denials if demand for such services exceeds capacity or such third party systems fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business and subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, failure of third parties to comply with applicable laws and regulations, or fraud or misconduct on the part of employees of any of these third parties, could disrupt our operations or adversely affect our reputation.

We are subject to cybersecurity risks and security breaches and may incur increasing costs in an effort to minimize those risks and to respond to cyber incidents, and we may experience harm to our reputation and liability exposure from security breaches.

Our business involves the storage and transmission of customers' proprietary information and security breaches could expose us to a risk of loss or misuse of this information, litigation and potential liability. While we have incurred no material cyber-attacks or security breaches to date, a number of

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other financial services and other companies have disclosed cyber-attacks and security breaches, some of which have involved intentional attacks. Attacks may be targeted at us, our customers or both. Although we devote significant resources to maintain, regularly update and backup our systems and processes that are designed to protect the security of our computer systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to us or our customers, our security measures may not be effective against all potential cyber-attacks or security breaches. Despite our efforts to ensure the integrity of our systems, it is possible that we may not be able to anticipate, or implement effective preventive measures against, all security breaches of these types, especially because the techniques used change frequently or are not recognized until launched, and because cyber-attacks can originate from a wide variety of sources, including persons who are involved with organized crime or associated with external service providers or who may be linked to terrorist organizations or hostile foreign governments. These risks may increase in the future as we continue to increase our internet-based product offerings and expand our internal usage of web-based products and applications. If an actual or perceived security breach occurs, customer perception of the effectiveness of our security measures could be harmed and could result in the loss of customers.

A successful penetration or circumvention of the security of our systems, including those of third party providers or other financial institutions, or the failure to meet regulatory requirements for security of our systems, could cause serious negative consequences, including significant disruption of our operations, misappropriation of our confidential information or that of our customers, or damage to our computers or systems or those of our customers or counterparties, significant increases in compliance costs (such as repairing systems or adding new personnel or protection technologies), and could result in violations of applicable privacy and other laws, financial loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction, significant litigation and regulatory exposure, and harm to our reputation, all of which could have a material adverse effect on our business, financial condition and results of operations.

Failure to keep up with the rapid technological changes in the financial services industry could have a material adverse effect on our competitive position and profitability.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements than we have. We may not be able to implement new technology-driven products and services effectively or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could harm our ability to compete effectively and could have a material adverse effect on our business, financial condition or results of operations. As these technologies are improved in the future, we may be required to make significant capital expenditures in order to remain competitive, which may increase our overall expenses and have a material adverse effect on our business, financial condition and results of operations.

Our risk management framework may not be effective in mitigating risks and/or losses to us.

Our risk management framework is comprised of various processes, systems and strategies, and is designed to manage the types of risk to which we are subject, including, among others, credit, market, liquidity, interest rate and compliance. Our framework also includes financial or other modeling methodologies that involve management assumptions and judgment. Our risk management framework may not be effective under all circumstances and may not adequately mitigate any risk or loss to us. If

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our risk management framework is not effective, we could suffer unexpected losses and our business, financial condition, results of operations or growth prospects could be materially and adversely affected. We may also be subject to potentially adverse regulatory consequences.

We may be adversely affected by the soundness of other financial institutions.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty and other relationships. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, could lead to market-wide liquidity problems and losses or defaults by us or other institutions. These losses could have a material adverse effect on our business, financial condition and results of operations.

The requirements of being a public company may strain our resources and divert management's attention.

Following completion of this offering, we will be a public company, subject for the first time to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and applicable securities rules and regulations. Although we are already subject to internal control practices similar to those required under the Sarbanes-Oxley Act, under FDIC regulations, these laws and regulations increase the scope, complexity and cost of corporate governance, reporting and disclosure practices over those of non-public or non-reporting companies. Despite our conducting business in a highly regulated environment, these laws and regulations have different requirements for compliance than we have experienced prior to becoming a public company. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and operating results and maintain effective disclosure controls and procedures and internal control over financial reporting. As a Nasdaq listed company, we will be required to prepare and file proxy materials which meet the requirements of the Exchange Act and the SEC's proxy rules. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company" as defined in the JOBS Act. In order to maintain, appropriately document and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet the standards required by the Sarbanes-Oxley Act, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm our business and operating results. Additionally, any failure by us to file our periodic reports with the SEC in a timely manner could, among other things, harm our reputation, cause our investors and potential investors to lose confidence in us, restrict trading in or reduce the market price of our common stock, and potentially limit our ability to access the capital markets.

If we fail to design, implement and maintain effective internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, which could have a material adverse effect on us.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Effective internal control over financial reporting is necessary for us to provide reliable reports and prevent fraud.

We believe that a control system, no matter how well designed and managed, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. We may not be

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able to identify all significant deficiencies and/or material weaknesses in our internal control system in the future, and our failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act and FDIC regulations could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on the use of data and modeling in both our management's decision-making generally and in meeting regulatory expectations in particular.

The use of statistical and quantitative models and other quantitatively-based analyses is endemic to bank decision-making and regulatory compliance processes, and the employment of such analyses is becoming increasingly widespread in our operations. Liquidity stress testing, interest rate sensitivity analysis, allowance for loan loss measurement, portfolio stress testing and the identification of possible violations of anti-money laundering regulations are examples of areas in which we are dependent on models and the data that underlies them. We anticipate that model-derived insights will be used more widely in our decision-making in the future. While these quantitative techniques and approaches improve our decision-making, they also create the possibility that faulty data or flawed quantitative approaches could yield adverse outcomes or regulatory scrutiny. Secondarily, because of the complexity inherent in these approaches, misunderstanding or misuse of their outputs could similarly result in suboptimal decision making, which could have a material adverse effect on our business, financial condition and results of operations.

We may need to raise additional capital in the future, and we may not be able to do so.

Access to sufficient capital is critical in order to enable us to implement our business plan, support our business, expand our operations and meet applicable capital requirements. The inability to have sufficient capital, whether internally generated through earnings or raised in the capital markets, could adversely impact our ability to support and to grow our operations. If we grow our operations faster than we generate capital internally, we will need to access the capital markets. We may not be able to raise additional capital in the form of additional debt or equity on acceptable terms, or at all. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, our financial condition and our results of operations. Economic conditions and a loss of confidence in financial institutions may increase our cost of capital and limit access to some sources of capital. Further, if we need to raise capital in the future, we may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a material adverse impact on our business, financial condition and results of operations.

We could be subject to environmental risks and associated costs on our foreclosed real estate assets.

A substantial portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing loans. There is a risk that hazardous or toxic substances could be found on these properties and that we could be liable for remediation costs, as well as personal injury and property damage. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property's value or limit our ability to sell the affected property. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our business, financial condition and results of operations.

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Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on our business activities.

In the normal course of business, from time to time, we may be named as a defendant in various legal actions, arising in connection with our current and/or prior business activities. Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. Further, we may in the future be subject to consent orders or other formal or informal enforcement agreements with our regulators. We may also, from time to time, be the subject of subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our current and/or prior business activities. Any such legal or regulatory actions may subject us to substantial compensatory or punitive damages, significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses, diminished income and damage to our reputation. Our involvement in any such matters, whether tangential or otherwise, and even if the matters are ultimately determined in our favor, could also cause significant harm to our reputation and divert management attention from the operation of our business. Further, any settlement, consent order, other enforcement agreement or adverse judgment in connection with any formal or informal proceeding or investigation by government agencies may result in litigation, investigations or proceedings as other litigants and government agencies begin independent reviews of the same activities. As a result, the outcome of legal and regulatory actions could have a material adverse effect on our business, financial condition and results of operations.

The appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property and other real estate owned may not accurately reflect the net value of the asset.

In considering whether to make a loan secured by real property, we generally require an appraisal of the property. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made, and, as real estate values may change significantly in value in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately reflect the net value of the collateral after the loan is made. As a result, we may not be able to realize the full amount of any remaining indebtedness when we foreclose on and sell the relevant property. In addition, we rely on appraisals and other valuation techniques to establish the value of OREO, that we acquire through foreclosure proceedings and to determine loan impairments. If any of these valuations are inaccurate, our financial statements may not reflect the correct value of our OREO, if any, and our allowance for loan losses may not reflect accurate loan impairments. Inaccurate valuation of OREO or inaccurate provisioning for loan losses could have a material adverse effect on our business, financial condition and results of operations.

We are subject to an extensive body of accounting rules and best practices. Periodic changes to such rules may change the treatment and recognition of critical financial line items and affect our profitability.

The nature of our business makes us sensitive to the large body of accounting rules in the U.S. From time to time, the governing bodies that oversee changes to accounting rules and reporting requirements may release new guidance for the preparation of our financial statements. These changes can materially impact how we record and report our financial condition and results of operations. In some instances, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. Changes which have been approved for future implementation, or which are currently proposed or expected to be proposed or adopted include requirements that we: (i) calculate the allowance for loan losses on the basis of the current expected credit losses over the lifetime of our loans, referred to as the CECL model, which is expected to be applicable to us beginning in 2020; and (ii) record the value of and liabilities relating to operating leases on our balance sheet, which is expected to be applicable beginning in 2019. These changes could adversely affect our capital, regulatory capital ratios, ability to make larger loans, earnings and performance metrics. Any such changes could have a material adverse effect on our business, financial condition and results of operations.

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Under the CECL model, banks will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model required under current GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan losses, and could require us to significantly increase our allowance. Moreover, the CECL model may create more volatility in the level of the allowance for loan losses. If we are required to materially increase the level of the allowance for loan losses for any reason, such increase could adversely affect our business, financial condition and results of operations. We are evaluating the impact the CECL accounting model will have on our accounting, but expect to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective. We cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on our financial condition or results of operations.

The fair value of our investment securities can fluctuate due to factors outside of our control.

As of June 30, 2018, the fair value of our investment securities portfolio was approximately $118.8 million. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities, and changes in market interest rates and instability in the capital markets. Any of these factors, among others, could cause other-than-temporary impairments, or OTTI, and realized and/or unrealized losses in future periods and declines in other comprehensive income, which could materially and adversely affect our business, financial condition or results of operations. The process for determining whether impairment of a security is OTTI usually requires complex, subjective judgments about the future financial performance and liquidity of the issuer, any collateral underlying the security and our intent and ability to hold the security for a sufficient period of time to allow for any anticipated recovery in fair value, in order to assess the probability of receiving all contractual principal and interest payments on the security. Our failure to correctly and timely assess any impairments or losses with respect to our securities could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to the Pending Acquisition of Colombo

Completion of the merger is subject to the receipt of approvals from regulatory authorities that may impose conditions that could have an adverse effect on us.

Before the merger may be completed, we must obtain various approvals or consents from the Federal Reserve and state bank regulatory authorities. These regulatory authorities may impose conditions on the completion of the merger or require changes to the terms of the merger. Although we do not currently expect the imposition of any conditions or changes, there can be no assurance that such conditions or changes will not be imposed. Such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting our revenues following the merger, any of which might have a material adverse effect on us following the merger. Furthermore, we are not obligated to complete the merger if the regulatory approvals received in connection with the merger include any conditions that in our good faith judgment would have a material adverse effect on the value of the merger to us, or would require us to enter into any regulatory agreements. As of the date hereof, we have received the approvals of the Federal Reserve and VBFI, which do not contain any nonstandard conditions.

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The merger will not be completed unless important conditions are satisfied.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent permitted by law, the merger will not occur or will be delayed and we may lose some or all of the intended benefits of the merger. The following conditions, in addition to other closing conditions set forth in the merger agreement, must be satisfied or waived, before we and Colombo are obligated to complete the merger:

•: all required regulatory approvals must be obtained;
•: the registration statement filed with respect to the shares of our common stock to be issued in the merger must become effective under the Securities Act, and no stop order shall have been initiated or threatened by the SEC;
•: we must have received gross proceeds of at least $10 million from the sale of our equity securities or a debt financing;
•: the shares of our common stock to be issued in the merger must be approved for listing on Nasdaq;
•: the representations and warranties of the parties must be true and correct, and the parties must have performed all of their respective obligations under the merger agreement; and
•: there shall not have been a material adverse change in the business, operations, assets, liabilities or financial condition of the parties.

In addition, the merger agreement may be terminated in certain circumstances if the merger is not consummated on or before February 28, 2019. We cannot assure you that all of the conditions precedent in the merger agreement will be satisfied, or to the extent legally permissible, waived, or that the acquisition of Colombo will be completed.

Combining the Bank and Colombo may be more difficult, costly or time-consuming than expected, or could result in the loss of customers, and as a result, we may not be able to achieve the anticipated results from the merger.

The success of the merger will depend, in part, on our ability to realize the estimated cost savings and revenue enhancements from combining our business and Colombo's. Our ability to realize increases in revenue will depend, in part, on our ability to retain Colombo's customers and employees, and to capitalize on existing relationships for the provision of additional products and services. If our estimates turn out to be incorrect or we are not able to successfully combine our companies, the anticipated cost savings and increased revenues may not be realized fully or at all, or may take longer to realize than expected. It is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing business, diversion of management attention, or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients and employees or to achieve the anticipated benefits of the merger. As with any combination of banking institutions, there also may be disruptions that cause us to lose customers or cause customers to withdraw their deposits from our bank. Colombo's customers may not readily accept changes to their banking arrangements that we make as part of our plan of integration. Additionally, we might determine that we did not successfully identify and estimate the magnitude of Colombo's asset quality issues.

We may not be successful in overcoming these risks or other problems encountered in connection with potential acquisitions or other expansion activity. Our inability to overcome these risks could have an adverse effect on our ability to implement our business strategy and enhance shareholder value, which, in turn, could have a material adverse effect on our business, financial condition or results of operations. Additionally, we expect that we will record approximately $8.0 million of goodwill in

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connection with the merger. Our financial condition and results of operation may be adversely affected if that goodwill is determined to be impaired.

The number of shares that we will issue in the merger will float based on our average market price for our common stock during a period ending shortly before closing. As a result, we may issue more shares of common stock than we currently expect, which would increase tangible book value dilution recognized by our shareholders, including purchasers in this offering, and result in a decline in the earnings accretion we expect as a result of the merger. Any potential decline in our financial condition or results of operations after the merger may have an adverse impact on our financial condition, our earnings, FVCbank's ability to pay dividends to us and on our stock price.

Risks Related to Our Industry

Our industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a materially adverse effect on our operations.

The banking industry is highly regulated and supervised under both federal and state laws and regulations that are intended primarily for the protection of depositors, customers, the public, the banking system as a whole or the FDIC Deposit Insurance Fund, not for the protection of our shareholders and creditors. We are subject to regulation and supervision by the Federal Reserve, and our Bank is subject to regulation and supervision by the Federal Reserve and the Virginia Bureau of Financial Institutions, or VBFI. Compliance with these laws and regulations can be difficult and costly, and changes to laws and regulations can impose additional compliance costs. The Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, which imposes significant regulatory and compliance changes on financial institutions, is an example of this type of federal regulation. The laws and regulations applicable to us govern a variety of matters, including permissible types, amounts and terms of loans and investments we may make, the maximum interest rate that may be charged, the amount of reserves we must hold against deposits we take, the types of deposits we may accept and the rates we may pay on such deposits, maintenance of adequate capital and liquidity, changes in control of us and our Bank, transactions between us and our Bank, handling of nonpublic information, restrictions on dividends and establishment of new offices. We must obtain approval from our regulators before engaging in certain activities, and there is risk that such approvals may not be granted, either in a timely manner or at all. These requirements may constrain our operations, and the adoption of new laws and changes to or repeal of existing laws may have a further impact on our business, financial condition and results of operations. Also, the burden imposed by those federal and state regulations may place banks in general, including our Bank in particular, at a competitive disadvantage compared to their non-bank competitors. Our failure to comply with any applicable laws or regulations, or regulatory policies and interpretations of such laws and regulations, could result in sanctions by regulatory agencies, civil money penalties or damage to our reputation, all of which could have a material adverse effect on our business, financial condition and results of operations.

Bank holding companies and financial institutions are extensively regulated and currently face an uncertain regulatory environment. Applicable laws, regulations, interpretations, enforcement policies and accounting principles have been subject to significant changes in recent years, and may be subject to significant future changes. Future changes may have a material adverse effect on our business, financial condition and results of operations.

Federal and state regulatory agencies may adopt changes to their regulations or change the manner in which existing regulations are applied. We cannot predict the substance or effect of pending or future legislation or regulation or the application of laws and regulations to us. Compliance with current and potential regulation, as well as regulatory scrutiny, may significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital, and limit our ability to

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pursue business opportunities in an efficient manner by requiring us to expend significant time, effort and resources to ensure compliance and respond to any regulatory inquiries or investigations.

In addition, regulators may elect to alter standards or the interpretation of the standards used to measure regulatory compliance or to determine the adequacy of liquidity, risk management or other operational practices for financial service companies in a manner that impacts our ability to implement our strategy and could affect us in substantial and unpredictable ways, and could have a material adverse effect on our business, financial condition and results of operations. Furthermore, the regulatory agencies have extremely broad discretion in their interpretation of laws and regulations and their assessment of the quality of our loan portfolio, securities portfolio and other assets. If any regulatory agency's assessment of the quality of our assets, operations, lending practices, investment practices, capital structure or other aspects of our business differs from our assessment, we may be required to take additional charges or undertake, or refrain from taking, actions that could have a material adverse effect on our business, financial condition and results of operations.

Federal and state regulators periodically examine our business and may require us to remediate adverse examination findings or may take enforcement action against us.

The Federal Reserve and the VBFI periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, the Federal Reserve or the VBFI were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, they may take a number of different remedial actions as they deem appropriate. These actions include the power to require us to remediate any such adverse examination findings.

In addition, these agencies have the power to take enforcement action against us to enjoin "unsafe or unsound" practices, to require affirmative action to correct any conditions resulting from any violation of law or regulation or unsafe or unsound practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to direct the sale of subsidiaries or other assets, to limit dividends and distributions, to restrict our growth, to assess civil money penalties against us or our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is imminent risk of loss to depositors, to terminate our deposit insurance and place our Bank into receivership or conservatorship. Any regulatory enforcement action against us could have a material adverse effect on our business, financial condition and results of operations.

We may be required to act as a source of financial and managerial strength for our Bank in times of stress.

Under federal law and long-standing Federal Reserve policy, we, as a bank holding company, are required to act as a source of financial and managerial strength to our Bank and to commit resources to support our Bank if necessary. We may be required to commit additional resources to our Bank at times when we may not be in a financial position to provide such resources or when it may not be in our, or our shareholders' or creditors', best interests to do so. A requirement to provide such support is more likely during times of financial stress for us and our Bank, which may make any capital we are required to raise to provide such support more expensive than it might otherwise be. In addition, any capital loans we make to our Bank are subordinate in right of repayment to deposit liabilities of our Bank.

Regulatory initiatives regarding bank capital requirements may require heightened capital.

Regulatory capital rules, adopted in July 2013, implement higher minimum capital requirements for bank holding companies and banks. These rules, which implement the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision, include a common equity Tier 1 capital requirement and establish criteria that instruments must meet to be considered common equity Tier 1 capital, additional Tier 1 capital or Tier 2 capital. These enhancements were intended to both improve

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the quality and increase the quantity of capital required to be held by banking organizations, and to better equip the U.S. banking system to deal with adverse economic conditions. The capital rules require bank holding companies and banks to maintain a common equity Tier 1 capital ratio of 4.5%, a minimum total Tier 1 risk based capital ratio of 6%, a minimum total risk based capital ratio of 8%, and a minimum leverage ratio of 4%. Bank holding companies and banks are also required to hold a capital conservation buffer of common equity Tier 1 capital of 2.5% (when fully phased in) to avoid limitations on capital distributions and discretionary executive compensation payments. At June 30, 2018, the capital conservation buffer was 1.825%. The revised capital rules also require banks to maintain a common equity Tier 1 capital ratio of 6.5% or greater, a Tier 1 capital ratio of 8% or greater, a total capital ratio of 10% or greater and a leverage ratio of 5% or greater to be deemed "well capitalized" for purposes of certain rules and prompt corrective action requirements.

The Federal Reserve may also set higher capital requirements for holding companies whose circumstances warrant it. For example, holding companies experiencing significant internal growth or making acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. Our regulatory capital ratios currently are in excess of the levels established for "well capitalized" institutions. Future regulatory change could impose higher capital standards.

Recently enacted legislation directs the federal bank regulatory agencies to develop a "Community Bank Leverage Ratio," calculated by dividing tangible equity capital by average consolidated total assets, of not less than 8% and not more than 10%. If a "qualified community bank," generally a depository institution or depository institution holding company with consolidated assets of less than $10 billion, has a leverage ratio which exceeds the Community Bank Leverage Ratio, then such bank will be considered to have met all generally applicable leverage and risk based capital requirements; the capital ratio requirements for "well capitalized" status under Section 38 of the FDIA, and any other leverage or capital requirements to which it is subject. If we qualify for this simplified capital regime, there can be no assurance that satisfaction of the Community Bank Leverage Ratio will provide adequate capital for our operations and growth, or an adequate cushion against increase levels of nonperforming assets or weakened economic conditions.

Any new or revised standards adopted in the future may require us to maintain materially more capital, with common equity as a more predominant component, or manage the configuration of our assets and liabilities to comply with formulaic liquidity requirements. We may not be able to raise additional capital at all, or on terms acceptable to us. Failure to maintain capital to meet current or future regulatory requirements could have a significant material adverse effect on our business, financial condition and results of operations.

We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The Bank Secrecy Act of 1970, the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001, or the USA Patriot Act or Patriot Act, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and to file reports such as suspicious activity reports and currency transaction reports. We are required to comply with these and other anti-money laundering requirements. Our federal and state banking regulators, the Financial Crimes Enforcement Network, or FinCEN, and other government agencies are authorized to impose significant civil money penalties for violations of anti-money laundering requirements. We are also subject to increased scrutiny of compliance with the regulations issued and enforced by the Office of Foreign Assets Control, or OFAC. If our program is deemed deficient, we could be subject to liability, including fines, civil money penalties and other regulatory actions, which may include restrictions on our business operations and our ability to pay dividends, restrictions on mergers and acquisitions activity, restrictions on expansion,

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and restrictions on entering new business lines. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have significant reputational consequences for us. Any of these circumstances could have a material adverse effect on our business, financial condition or results of operations.

We are subject to numerous "fair and responsible banking" laws designed to protect consumers, and failure to comply with these laws could lead to a wide variety of sanctions.

The Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations, including state laws and regulations, prohibit discriminatory lending practices by financial institutions. The Federal Trade Commission Act and the Dodd-Frank Act prohibit unfair, deceptive, or abusive acts or practices by financial institutions. The U.S. Department of Justice, or DOJ, federal banking agencies, and other federal and state agencies are responsible for enforcing these fair and responsible banking laws and regulations. A challenge to an institution's compliance with fair and responsible banking laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution's performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our reputation, business, financial condition and results of operations.

We are subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential or proprietary information of individuals could damage our reputation and otherwise adversely affect our business.

Our business requires the collection and retention of large volumes of customer data, including personally identifiable information, or PII, in various information systems that we maintain and in those maintained by third party service providers. We also maintain important internal company data such as PII about our employees and information relating to our operations. We are subject to complex and evolving laws and regulations governing the privacy and protection of PII of individuals (including customers, employees and other third parties). For example, our business is subject to the Gramm-Leach-Bliley Act, or the GLB Act, which, among other things: (i) imposes certain limitations on our ability to share nonpublic PII about our customers with nonaffiliated third parties; (ii) requires that we provide certain disclosures to customers about our information collection, sharing and security practices and afford customers the right to "opt out" of any information sharing by us with nonaffiliated third parties (with certain exceptions); and (iii) requires that we develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Various federal and state banking regulators and states have also enacted data breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in the event of a security breach. Ensuring that our collection, use, transfer and storage of PII complies with all applicable laws and regulations can increase our costs. Furthermore, we may not be able to ensure that customers and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. If personal, confidential or proprietary information of customers or others were to be mishandled or misused (in situations where, for example, such information was erroneously provided to parties who are not permitted to have the information, or where such information was intercepted or otherwise compromised by third parties), we could be exposed to litigation or regulatory sanctions under privacy and data protection laws and regulations. Concerns regarding the effectiveness of our measures to safeguard PII, or even the perception that such measures are inadequate, could cause us to lose customers or potential customers and thereby reduce our revenues. Accordingly, any failure, or

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perceived failure, to comply with applicable privacy or data protection laws and regulations may subject us to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage our reputation and otherwise adversely affect our operations, financial condition and results of operations.

Our use of third party vendors and our other ongoing third party business relationships are subject to increasing regulatory requirements and attention.

We regularly use third party vendors in our business and we rely on some of these vendors for critical functions including, but not limited to, our core processing function. Third party relationships are subject to increasingly demanding regulatory requirements and attention by bank regulators. We expect our regulators to hold us responsible for deficiencies in our oversight or control of our third party vendor relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third party vendors or that such vendors have not performed adequately, we could be subject to administrative penalties or fines as well as requirements for consumer remediation, any of which could have a material adverse effect on our business, financial condition and results of operations.

Rulemaking changes implemented by the Consumer Financial Protection Bureau will result in higher regulatory and compliance costs that may adversely affect our business.

The Dodd-Frank Act created a new, independent federal agency, the Consumer Financial Protection Bureau, or CFPB, which was granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws. The consumer protection provisions of the Dodd-Frank Act and the examination, supervision and enforcement of those laws and implementing regulations issued by the CFPB have created a more intense and complex environment for consumer finance regulation. The ultimate impact of this heightened scrutiny is uncertain but could result in changes to pricing, practices, products and procedures. It could also result in increased costs related to regulatory oversight, supervision and examination. These changes could have a material adverse effect on our business, financial condition and results of operations.

Potential limitations on incentive compensation contained in proposed federal agency rulemaking may adversely affect our ability to attract and retain our highest performing employees.

The Federal Reserve, other federal banking agencies and the SEC have jointly published proposed rules designed to implement provisions of the Dodd-Frank Act prohibiting incentive compensation arrangements that would encourage inappropriate risk taking at covered financial institutions, which includes a bank or bank holding company with $1 billion or more in consolidated assets. It cannot be determined at this time whether or when a final rule will be adopted and whether compliance with such a final rule will substantially affect the manner in which we structure compensation for our executives and other employees. Depending on the nature and application of the final rules, we may not be able to successfully compete with financial institutions and other companies that are not subject to some or all of the rules to retain and attract executives and other high performing employees.

Our Bank's FDIC deposit insurance premiums and assessments may increase.

Our Bank's deposits are insured by the FDIC up to legal limits and, accordingly, our Bank is subject to insurance assessments based on our Bank's average consolidated total assets less its average tangible equity. Our Bank's regular assessments are determined by its risk classification, which is based on its regulatory capital levels and the level of supervisory concern that it poses. Numerous bank failures during the financial crisis and increases in the statutory deposit insurance limits increased resolution costs to the FDIC and put significant pressure on the Deposit Insurance Fund. In order to

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maintain a strong funding position and the reserve ratios of the Deposit Insurance Fund required by statute and FDIC estimates of projected requirements, the FDIC has the power to increase deposit insurance assessment rates and impose special assessments on all FDIC-insured financial institutions. Any future increases or special assessments could reduce our profitability and could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to an Investment in Our Common Stock and the Offering

An active public market for our common stock does not currently exist and may not develop after the offering, and therefore shareholders may not be able to easily sell their common stock.

Our common stock is currently traded, on an infrequent basis, in the OTCQX marketplace. Trading volume in the common stock has been minimal. Although we have applied to list our common stock on the Nasdaq, there can be no assurance that an active trading market for shares of our common stock will develop or if one develops, that it can be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock. The initial public offering price for our common stock will be determined by negotiations between us and the representative of the underwriters. This price may not be indicative of the price at which our common stock will trade after the offering. The market price of our common stock may decline below the initial offering price, and you may not be able to sell your common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to expand our business through acquisitions, by using our common stock as consideration, should we elect to do so.

Our stock price may be volatile, and you could lose part or all of your investment as a result.

Stock price volatility may negatively impact the price at which our common stock may be sold, and may also negatively impact the timing of any sale. Our stock price may fluctuate widely in response to a variety of factors including the risk factors described herein and, among other things:

•: actual or anticipated variations in quarterly operating results, financial conditions or credit quality;
•: changes in business or economic conditions, generally, and in the market for the financial services industry in particular;
•: recommendations or research reports about us or the financial services industry in general published by securities analysts;
•: the failure of securities analysts to cover, or to continue to cover, us after this offering;
•: changes in financial estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other financial institutions;
•: news reports relating to trends, concerns and other issues in the financial services industry;
•: perceptions in the marketplace regarding us and/or our competitors;
•: significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;
•: additions or departures of key personnel;
•: future sales or issuance of additional shares of stock;
•: fluctuations in the stock price and operating results of our competitors;

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•: changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws or regulations;
•: new technology used, or services offered, by competitors;
•: actions of one or more investors in selling our common stock short; or
•: geo-political conditions such as acts or threats of terrorism, pandemics or military conflicts.

Investors in this offering will experience immediate and substantial dilution.

The initial public offering price of our stock is substantially higher than the net tangible book value per share of our common stock immediately following the offering. Therefore, if you purchase shares in this offering, you will experience immediate and substantial dilution in net tangible book value per share in relation to the price that you paid for your shares. Based on an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), the issuance of shares of common stock in the merger and our net tangible book value as of June 30, 2018, if you purchase our common stock in this offering, you will suffer immediate dilution of approximately $ per share in net tangible book value without giving effect to the proposed merger with Colombo. Giving effect to the merger based upon an assumed exchange ratio of 0. , reflecting an average closing price of our common stock of $ . per share (the midpoint of the price range set forth on the cover page of this prospectus), purchasers of our common stock in this offering would suffer immediate dilution of approximately $ per share in net tangible book value. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation.

We are an "emerging growth company," as defined in the JOBS Act and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors and adversely affect the market price of our common stock.

We are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions from various requirements generally applicable to public companies. These include, without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced financial reporting requirements, reduced disclosure obligations regarding executive compensation, and exemption from requirements of holding non-binding advisory votes on executive compensation and golden parachute payments. The JOBS Act also permits an emerging growth company such as us to take advantage of an extended transition period to comply with the new or revised accounting standards applicable to public companies, although we have irrevocably elected to opt out of such extended transition period.

We may take advantage of these exemptions until we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest of: (i) the first fiscal year following the fifth anniversary of this offering; (ii) the first fiscal year after our annual gross revenues are $1.07 billion or more; (iii) the date on which we have during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year.

We cannot predict whether investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may a less active trading market for our common stock, and our stock price may be more volatile or decline.

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Securities analysts may not initiate or continue coverage on our common stock, which could adversely affect the market for our common stock.

The trading market for our common stock will depend in part on the research and reports that securities analysts publish about us and our business. We do not have any control over these securities analysts, and they may not cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect its market price. If we are covered by securities analysts, and our common stock is the subject of an unfavorable report, the price of our common stock may decline. If one or more of these analysts ceases to cover us or fails to publish regular reports on us, the price or trading volume of our common stock could decline as a result.

We have broad discretion in allocating the net proceeds of the offering. Our failure to effectively utilize such net proceeds may have an adverse effect on our financial performance and the value of our common stock.

We intend to use a portion of the net proceeds of this offering after payment of the cash consideration in the merger to increase the capital of the Bank in order to support our organic growth and implement our strategic initiatives, for working capital and for other general corporate purposes, and to strengthen our regulatory capital. We have not designated the amount of net proceeds that we will contribute to the Bank or that we will use for any particular purpose. Accordingly, our management will have broad discretion in the application of the net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. You will not have the opportunity, as part of your investment decision, to assess whether we are using the proceeds appropriately. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering in ways that enhance shareholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Completion of the merger is not a condition to completion of this offering.

Although we do not currently foresee any reason why we and Colombo would not consummate the merger after the completion of this offering, there can be no assurance that we will consummate the merger. If we do not consummate the merger, we will have broad discretion in allocating all of the net proceeds of this offering. Additionally, purchasers in this offering will not receive the expected benefits of the merger. Failure to complete the merger could have an adverse affect on our financial condition, results of operation and stock price.

We expect that the executive officers and current and former directors of the Company will own at least % of the outstanding common stock after the offering. As a result of their ownership, they could make it more difficult to obtain approval for certain matters submitted to shareholder vote, including certain acquisitions. The results of the vote may be contrary to the desires or interests of the public shareholders.

Our executive officers and current and former directors currently own an aggregate of 16.7% of our outstanding common stock. Following completion of the offering, we expect that our executive officers and current and former directors and their affiliates will own at least % of the outstanding common stock, assuming they do not purchase any shares in the offering. By voting against a proposal submitted to shareholders, the directors and officers, as a group, may be able to make approval more difficult for proposals requiring the vote of shareholders such as certain mergers, share exchanges, certain asset sales, and certain amendments to our articles of incorporation.

There are substantial regulatory limitations on changes of control of bank holding companies that may discourage investors from purchasing shares of our common stock.

With limited exceptions, federal regulations prohibit a person or company or a group of persons deemed to be "acting in concert" from, directly or indirectly, acquiring more than 10% (5% if the

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acquirer is a bank holding company) of any class of our voting stock or obtaining the ability to control in any manner the election of a majority of the directors or otherwise direct the management or policies of our company without prior notice or application to, and the approval of, the Federal Reserve. Companies investing in banks and bank holding companies receive additional review and may be required to become bank holding companies, subject to regulatory supervision. Accordingly, prospective investors must be aware of and comply with these requirements, if applicable, in connection with any purchase of shares of our common stock. These provisions could discourage third parties from seeking to acquire significant interests in us or in attempting to acquire control of us, which, in turn, could adversely affect the market price of our common stock.

As a public company, we will incur significant legal, accounting, insurance, compliance and other expenses. Any deficiencies in our financial reporting or internal controls could materially and adversely affect our business and the market price of our common stock.

As a public company, we will incur significant legal, accounting, insurance and other expenses. These costs and compliance with the rules of the SEC and the rules of Nasdaq will increase our legal and financial compliance costs and make some activities more time consuming and costly. Beginning with our Annual Report on Form 10-K for our 2019 fiscal year, SEC rules will require that our Chief Executive Officer and Chief Financial Officer periodically certify the existence and effectiveness of our internal control over financial reporting. Beginning with the time we are no longer an "emerging growth company" as defined in the JOBS Act, but no later than December 31, 2023, we will be required to engage our independent registered public accounting firm to audit and opine on the design and operating effectiveness of our internal control over financial reporting. This process will require significant documentation of policies, procedures and systems, and review of that documentation and testing of our internal control over financial reporting by our internal auditing and accounting staff and our independent registered public accounting firm. This process will require considerable time and attention from management, which could prevent us from successfully implementing our business initiatives and improving our business, financial condition and results of operations, any strain our internal resources, and will increase our operating costs. We may experience higher than anticipated operating expenses and outside auditor fees during the implementation of these changes and thereafter.

During the course of our testing we may identify deficiencies that would have to be remediated to satisfy the SEC rules for certification of our internal control over financial reporting. A material weakness is defined by the standards issued by the PCAOB as a deficiency, or combination of deficiencies, in internal control over financial reporting that results in a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a consequence, we would have to disclose in periodic reports we file with the SEC any material weakness in our internal control over financial reporting. The existence of a material weakness would preclude management from concluding that our internal control over financial reporting is effective and would preclude our independent auditors from expressing an unqualified opinion on the effectiveness of our internal control over financial reporting. In addition, disclosures of deficiencies of this type in our SEC reports could cause investors to lose confidence in our financial reporting, and may negatively affect the market price of our common stock, and could result in the delisting of our securities from the securities exchanges on which they trade. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our disclosure controls and procedures or internal control over financial reporting, it may materially and adversely affect us.

We have no current plans to pay cash dividends.

Holders of our common stock are entitled to receive only such dividends as our board of directors may declare out of funds legally available for such payments. The Bank is our primary operating business and the source of substantially all of our earnings, and our ability to pay dividends will be

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subject to the earnings, capital levels, capital needs and limitations relating to the payment of dividends by the Bank to us. The amount of dividends that a bank may pay is limited by state and federal laws and regulations. While we have sufficient retained earnings and expect our future earnings to be sufficient to pay cash dividends, our board of directors currently intends to retain earnings for the purpose of financing growth. In addition, we are a bank holding company, and our ability to declare and pay dividends to our shareholders is dependent on federal regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and dividends. It is the policy of the Federal Reserve that bank holding companies should generally pay dividends on common stock only out of earnings, and only if prospective earnings retention is consistent with the organization's expected future needs, asset quality and financial condition.

We may issue additional equity securities, or engage in other transactions, which could affect the priority of our common stock, which may adversely affect the market price of our common stock.

Our board of directors may determine from time to time that we need to raise additional capital by issuing additional shares of our common stock or other securities. We are not restricted from issuing additional shares of common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offerings, or the prices at which such offerings may be effected. Such offerings could be dilutive to common shareholders. We may also issue shares of preferred stock that will provide new investors with rights, preferences and privileges that are senior to, and that adversely affect, our then current common shareholders. Additionally, if we raise additional capital by making additional offerings of debt or preferred equity securities, upon liquidation, holders of our debt securities and shares of preferred stock, and lenders with respect to other borrowings, will receive distributions of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common stock, or both. Holders of our common stock are not entitled to preemptive rights or other protections against dilution.

Future equity issuances could result in dilution, which could cause our common stock price to decline and future sales of our common stock could depress the market price of our common stock.

Following the completion of this offering and the merger, we will have approximately issued and outstanding shares of our common stock, assuming that the average closing price of our common stock is $ per share, the midpoint of the range set forth on the cover page of this prospectus ( shares if the underwriters elect to exercise their over-allotment option in full). Although we do not currently have any plans, arrangements or understandings to issue any shares of our common stock during the twelve month period following the date of this prospectus other than pursuant to the equity compensation arrangements described in this prospectus, actual or anticipated issuances or sales of substantial amounts of our common stock following this offering could cause the market price of our common stock to decline significantly and make it more difficult for us to sell equity or equity-related securities in the future at a time and on terms that we deem appropriate. The issuance of any shares of our common stock in the future also would, and equity-related securities could, dilute the percentage ownership interest held by shareholders prior to such issuance. We may issue all of these shares without any action or approval by our shareholders, and these shares, once issued (including upon exercise of outstanding options), will be available-for-sale into the public market, subject to the restrictions described in this registration statement, if applicable, for affiliate holders.

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Our corporate governance documents, and corporate and banking laws applicable to us, could make a takeover more difficult and adversely affect the market price of our common stock.

Certain provisions of our articles of incorporation and bylaws, and Virginia corporate and federal banking laws, could delay, defer, or prevent a third party from acquiring control of our organization or conducting a proxy contest, even if those events were perceived by many of our shareholders as beneficial to their interests. These provisions and regulations applicable to us:

•: enable our board of directors to issue additional shares of authorized, but unissued capital stock;
•: enable our board of directors to issue "blank check" preferred stock with such designations, rights and preferences as may be determined from time to time by the board;
•: do not provide for cumulative voting rights;
•: enable our board of directors to amend our bylaws without shareholder approval;
•: limit the right of shareholders to call a special meeting;
•: require advance notice for director nominations and other shareholder proposals;
•: require prior regulatory application and approval of any transaction involving control of our organization;
•: limit the ability of the Company to enter into certain business combination transactions with affiliated shareholders, without prior board approval; and
•: limit the ability of holders of more than 20% of our common stock from voting certain of their shares.

These provisions may discourage potential acquisition proposals and could delay or prevent a change in control, including under circumstances in which our shareholders might otherwise receive a premium over the market price of our shares.

An investment in our common stock is not an insured deposit.

An investment in our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or any other public or private entity. Investment in our common stock is inherently risky for the reasons described herein, and is subject to the same market forces that affect the price of common stock in any company. As a result, if you acquire our common stock, you could lose some or all of your investment.

Short sellers of our stock may be manipulative and may drive down the market price of our common stock.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller's interest for the price of the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business practices and prospects and similar matters calculated to or which may create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short. Issuers whose securities have historically had limited trading volumes and/or have been susceptible to relatively high volatility levels can be particularly vulnerable to such short seller attacks. The publication of any such commentary regarding us in the future may bring about a temporary, or possibly long term, decline in the market price of our common stock. No assurances can be made that declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise. When the market price of a company's stock drops significantly, it is not unusual for

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stockholder lawsuits to be filed or threatened against the company and its board of directors and for a company to suffer reputational damage. Such lawsuits could cause us to incur substantial costs and divert the time and attention of our board and management. In addition, reputational damage may affect our ability to attract and retain deposits and may cause our deposit costs to increase, which could adversely affect our liquidity and earnings. Reputational damage may also affect our ability to attract and retain loan customers and maintain and develop other business relationships, which could likewise adversely affect our earnings. Negative reports issued by short sellers could also negatively impact our ability to attract and retain employees.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as "may," "could," "should," "will," "would," "believe," "anticipate," "estimate," "expect," "aim," "intend," "plan," or words or phases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements.

The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements:

•: the strength of the United States economy in general and the strength of the local economies in which we conduct operations;
•: geopolitical conditions, including acts or threats of terrorism, or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad;
•: the occurrence of significant natural disasters;
•: our management of risks inherent in our real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair the value of our collateral and our ability to sell collateral upon any foreclosure;
•: changes in consumer spending and savings habits;
•: technological and social media changes;
•: the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve, inflation, interest rate, market and monetary fluctuations;
•: changing bank regulatory conditions, policies or programs, whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or our subsidiary bank in particular, more restrictive regulatory capital requirements, increased costs, including deposit insurance premiums, regulation or prohibition of certain income producing activities or changes in the secondary market for loans and other products;
•: the impact of changes in financial services policies, laws and regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance, and the application thereof by regulatory bodies;
•: the impact of changes in laws, regulations and policies affecting the real estate industry;
•: the effect of changes in accounting policies and practices, as may be adopted from time to time by bank regulatory agencies, the SEC, the PCAOB, the Financial Accounting Standards Board or other accounting standards setting bodies;
•: the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers;

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•: the willingness of users to substitute competitors' products and services for our products and services;
•: the effect of acquisitions we may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions;
•: changes in the level of our nonperforming assets and charge-offs;
•: our involvement, from time to time, in legal proceedings and examination and remedial actions by regulators;
•: potential exposure to fraud, negligence, computer theft and cyber-crime;
•: the businesses of the Bank and Colombo may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected;
•: the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected;
•: deposit attrition, operating costs, customer losses, and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected;
•: the regulatory approvals required for the merger may not be obtained, and if obtained, they may not be obtained on the expected terms or on the anticipated schedule;
•: termination of the merger agreement, or failure to complete the merger, could negatively impact our stock and our future business and financial results;
•: we will be subject to business uncertainties and contractual restrictions while the merger is pending that could be harmful to our operations; and
•: if the merger is not completed, we will have incurred substantial expenses and committed substantial time and resources without realizing the expected benefits of the merger.

The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included in this prospectus, including those discussed in the section entitled "Risk Factors." If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this prospectus. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. We will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us.

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USE OF PROCEEDS

Assuming an initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), we estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses, will be approximately $ million, or approximately $ million if the underwriters' over-allotment option is exercised in full. Each $1 increase (decrease) in the initial public offering price per share would increase (decrease) our net proceeds, after deducting underwriting discounts and commissions and the estimated offering expenses, by $ million (assuming no exercise of the underwriters' over-allotment option).

We intend to use approximately $ million of the net proceeds of the offering to pay the approximately $18.3 million cash portion of the merger consideration to be paid to shareholders of Colombo, and to cover other cash expenditures connected with the merger (including change in control and other employment related payments and contract termination fees). We intend to use the balance of the net proceeds to us from this offering, which we estimate at $ million, to increase the capital of the Bank in order to support our growth strategies, for working capital and for other general corporate purposes, and to strengthen our regulatory capital. If the merger is not consummated, we will use all of the net proceeds to increase the capital of the Bank in order to support our growth strategies, for working capital and for other general corporate purposes, and to strengthen our regulatory capital.

Our management will have broad discretion in the application of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of the proceeds.

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CAPITALIZATION

The following table sets forth our capitalization and regulatory capital ratios on a consolidated basis as of June 30, 2018:

•

on an actual basis; and

•

in As Adjusted 1, on a pro forma basis after giving effect to:

•: the sale of shares of our common stock by us in this offering at an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus).

•

in As Adjusted 2, on a pro forma basis after giving effect to:

•: the acquisition of Colombo and the issuance of shares of our common stock to former shareholders of Colombo, based on an assumed conversion ratio of 0. , based upon an average closing price of $ (the midpoint of the range set forth on the cover page of this prospectus);
•: the sale of shares of our common stock by us in this offering at an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus); and

•

in each as adjusted presentation, the deduction of the underwriting discounts and commissions and the estimated expenses incurred in connection with this offering.

Each $1.00 increase (decrease) in the initial public offering price per share would increase (decrease) our net proceeds, after deducting underwriting discounts and commissions and the estimated offering expenses, by $ million (assuming no exercise of the underwriters' over-allotment option). Each increase (decrease) of 1.0 million in the number shares offered by us would increase (decrease) our total shareholders' equity and total capitalization by $ million based on the midpoint of the price range set forth on the cover page of this prospectus. The as adjusted capitalization assumes that the underwriters' over-allotment option is not exercised.

The following should be read together with "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Financial Data for

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FVCB" and our consolidated financial statements and accompanying notes that are included elsewhere in this prospectus.

	June 30, 2018

(Dollars in thousands)	Actual			As Adjusted 1	As Adjusted 2
Long Term Debt:
Subordinated notes, due 2026	$	24,367
Stockholders' Equity:
Preferred Stock, $0.01 par value, 1,000,000 shares authorized, no shares issued		—
Common Stock, $0.01 par value, shares authorized 20,000,000, 10,980,707 shares issued and outstanding actual, shares issued and outstanding As Adjusted 1 and shares issued and outstanding As Adjusted 2		111
Additional Paid in Capital		75,411
Retained Earnings		31,993
Accumulated Other Comprehensive (Loss)		(3,489	)

Total Stockholders' Equity	$	103,966

Total Capitalization	$	128,333



Capital Ratios:
Total capital to risk-weighted assets ratio		13.21	%
Tier 1 capital to risk-weighted assets ratio		10.13	%
Common equity Tier 1 capital ratio (1)		10.13	%
Leverage ratio		9.90	%
Tangible common equity to tangible assets		9.42	%

(1): Tangible common equity to tangible assets is a non-GAAP financial measure. For more information on this financial measure, including a reconciliation to the most directly comparable financial measure, see "Selected Historical Financial Data of FVCB—Non-GAAP Financial Measures."

DILUTION

If you invest in our common stock, your interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of common stock upon completion of this offering. Net tangible book value per common share represents the amount of our tangible assets less total liabilities, divided by the number of shares of common stock outstanding.

As of June 30, 2018, we had net tangible book value of approximately $103.9 million, or $9.38 per share. After giving effect to the sale of shares of our common stock in this offering (assuming the underwriters do not exercise their over-allotment option), based upon an assumed offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2018 would have been approximately $ million, or $ per share. This represents an immediate increase in net tangible book value of $ per share to our existing shareholders and an immediate dilution of $ per share to new investors purchasing common stock in this offering.

Each $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) our as adjusted net tangible book value after this offering by approximately $ million, or

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approximately $ per share, and the dilution per share to new investors by approximately $ , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of shares offered by us would increase (decrease) our as adjusted net tangible book value after this offering by approximately $ million, or approximately $ per share, and the dilution per share to new investors by approximately $ , assuming the public offering price of $ per share of common stock (the midpoint of the price range set forth on the cover page of this prospectus), remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above reflecting adjustments for the offering is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

The following table illustrates this dilution on a per share basis without giving effect to the issuance of shares in the merger, and on a pro forma basis, assuming the merger was effective as of June 30, 2018:

	Per Share		As Adjusted For Merger(1)

Initial public offering price per share of common stock	$		$
Net tangible book value per share as of June 30, 2018	$	9.38	$
Increase in net tangible book value per share of our common stock attributable to this offering	$		$
As Adjusted net tangible book value per share of common stock after this offering	$		$
Dilution per share to new investors in this offering	$		$

(1): We estimate that if the merger had been consummated as of June 30, 2018, we would have a net tangible book value of approximately $ million, or $ per share, based on the issuance of shares of our common stock in the merger, and an assumed average price of our common stock of $ (the midpoint in the range set forth on the cover page of this prospectus), and our anticipated allocation of the purchase price payable in the merger. The actual number of shares of our common stock to be issued in the merger will vary based on our average stock price, and the merger related adjustments and allocation of the purchase price, including the amount of intangible assets recorded, are subject to revision.

If the underwriters exercise in full their over-allotment option, our pro forma net tangible book value per share would be $ per share of common stock and the dilution to new investors in this offering would be $ per share of common stock, based upon an assumed offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, without giving effect to the merger. If the merger was consummated as of June 30, 2018, and the underwriters exercise in full their over-allotment option, our as adjusted net tangible book value would be $ per share of common stock, and the dilution to new investors in this offering would be $ per share of common stock, based on an assumed offering price and average closing price of our common stock of $ per share (the midpoint of the range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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MARKET FOR COMMON STOCK AND DIVIDENDS

Market for Common Stock

Our common stock is currently quoted on the OTCQX marketplace under the symbol "FVCB." Trading on the OTCQX marketplace has been infrequent and in limited volume. For the three months ended , 2018, the average daily trading volume in our common stock was shares. As of , 2018, there were holders of record of our common stock and approximately beneficial shareholders.

We have applied to list the common stock on the Nasdaq Capital Market under the symbol "FVCB." However, we cannot assure you that a liquid trading market for our common stock will develop or be sustained after this offering. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. See the section of this prospectus titled "Underwriting" for more information regarding our arrangements with the underwriters and the factors considered in setting the initial public offering price.

Set forth below are the high and low sales prices for the common stock on the OTCQX, on a quarterly basis, during 2018 and the past two fiscal years, as adjusted for the 5 for 4 stock splits in the form of 25% stock dividends paid June 30, 2016 and September 25, 2017.

	High		Low

2018
Third Quarter (through , 2018)
Second Quarter	$	17.45	$	16.85
First Quarter	$	17.70	$	17.35
2017
Fourth Quarter	$	19.70	$	17.15
Third Quarter	$	17.10	$	15.60
Second Quarter	$	17.20	$	15.00
First Quarter	$	15.40	$	13.28
2016
Fourth Quarter	$	13.76	$	12.65
Third Quarter	$	15.80	$	13.20
Second Quarter	$	12.80	$	11.01
First Quarter	$	11.10	$	10.73

Dividends

To date, we have not paid, and we do not currently pay, a cash dividend on our common stock. Holders of our common stock are only entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for dividends. As we are a bank holding company and do not engage directly in business activities of a material nature, our ability to pay dividends on our common stock depends, in large part, upon our receipt of dividends from our Bank. Any future determination relating to our dividend policy will be made by our board of directors and will depend on a number of factors, including general and economic conditions, industry standards, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, our ability to service debt obligations senior to our common stock, banking regulations, contractual, legal, tax and regulatory restrictions, and limitations on the payment of dividends by us to our shareholders or by the Bank to us, and such other factors as our board of directors may deem relevant.

Regulations of the Federal Reserve and Virginia law place limits on the amount of dividends the Bank may pay to the Company without prior approval. Prior regulatory approval is required to pay

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dividends which exceed the Bank's net profits for the current year plus its retained net profits for the preceding two calendar years, less required transfers to surplus. Under Virginia law, dividends may only be paid out of retained earnings. State and federal bank regulatory agencies also have authority to prohibit a bank from paying dividends if such payment is deemed to be an unsafe or unsound practice, and the Federal Reserve has the same authority over bank holding companies. Under Virginia law, the Company generally may not pay dividends or distributions to holders of common stock if it would be unable to pay its debts as they become due in the ordinary course of business or if its total assets would be less than the sum of its total liabilities plus the amount of the liquidation preference of any class of shares with superior rights than the common stock.

The Federal Reserve has established requirements with respect to the maintenance of appropriate levels of capital by registered bank holding companies. Compliance with such standards, as presently in effect, or as they may be amended from time to time, could possibly limit the amount of dividends that the Company may pay in the future. The Federal Reserve has issued guidance on the payment of cash dividends by bank holding companies. In the statement, the Federal Reserve expressed its view that a holding company experiencing earnings weaknesses should not pay cash dividends exceeding its net income, or which could only be funded in ways that weaken the holding company's financial health, such as by borrowing. Under Federal Reserve guidance, as a general matter, the board of directors of a holding company should inform the Federal Reserve and should eliminate, defer, or significantly reduce the dividends if: (1) the holding company's net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (2) the holding company's prospective rate of earnings retention is not consistent with the capital needs and overall current and prospective financial condition; or (3) the holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. As a depository institution, the deposits of which are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due the FDIC. The Bank currently is not in default under any of its obligations to the FDIC.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following presents management's discussion and analysis of our consolidated financial condition and the results of our operations. This discussion should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management's expectations. Factors that could cause such differences are discussed in the sections titled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors." We assume no obligation to update any of these forward-looking statements, except to the extent required by law. In this discussion, all references to per share data of FVCB for periods ending on or before June 30, 2017 have been adjusted to reflect a 5 for 4 stock split in the form of a 25% stock dividend paid on September 25, 2017.

Overview

We are a bank holding company headquartered in Fairfax County, Virginia. Our sole subsidiary, FVCbank (the "Bank"), was formed in November 2007 as a community-oriented, locally-owned and managed commercial bank under the laws of the Commonwealth of Virginia. FVCbank has six banking offices located in Northern Virginia. The Bank offers a wide range of traditional bank loan and deposit products and services to both our commercial and retail customers. Our commercial relationship officers focus on attracting small and medium sized businesses, commercial real estate developers and builders, including government contractors, non-profit organizations, and professionals. Our approach to our market features competitive customized financial services offered to customers and prospects in a personal relationship context by seasoned professionals.

On May 3, 2018, we announced the signing of a definitive merger agreement under which we will acquire Colombo, headquartered in Rockville, Maryland. Colombo currently operates five banking locations in Washington, D.C., and Montgomery County and the City of Baltimore in Maryland. If the merger were completed as of June 30, 2018, the combined organization would have total assets of $1.33 billion, gross loans receivable of $1.11 billion, and deposits of $1.15 billion. Under the merger agreement, Colombo's shareholders will receive a number of shares determined by dividing $0.043492 by the average of the closing price per share of our common stock for the five trading days ending on and including the second trading day immediately prior to the closing date, and cash in an amount equal to $0.053157 per share, provided however that any beneficial owner of Colombo common stock that would be entitled to receive fewer than 100 shares of our common stock will be entitled to elect to receive all cash consideration of $0.096649 per share of Colombo common stock. We expect to consummate the transaction in the fourth quarter of 2018, subject to customary closing conditions, including regulatory and shareholder approvals. On July 26, 2018, we received approval for the merger of Colombo with and into FVCbank from the Federal Reserve Bank of Richmond under delegated authority by the Board of Governors of the Federal Reserve System. On August 15, 2018, the VBFI approved the merger and the acquisition of Colombo by FVCB. Neither approval contained any nonstandard conditions.

Net interest income is our primary source of revenue. We define revenue as net interest income plus noninterest income. As discussed further in "Quantitative and Qualitative Disclosures About Market Risk," we manage our balance sheet and interest rate risk exposure to maximize, and concurrently stabilize, net interest income. We do this by monitoring our liquidity position and the spread between the interest rates earned on interest-earning assets and the interest rates paid on interest-bearing liabilities. We attempt to minimize our exposure to interest rate risk, but are unable to eliminate it entirely. In addition to managing interest rate risk, we also analyze our loan portfolio for exposure to credit risk. Loan defaults and foreclosures are inherent risks in the banking industry, and

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we attempt to limit our exposure to these risks by carefully underwriting and then monitoring our extensions of credit. In addition to net interest income, noninterest income is a complementary source of revenue for us and includes, among other things, service charges on deposits and loans, merchant services fee income, insurance commission income, income from bank owned life insurance, or BOLI, and gains and losses on sales of investment securities available-for-sale.

Critical Accounting Policies

General

The accounting principles we apply under GAAP are complex and require management to apply significant judgment to various accounting, reporting and disclosure matters. Management must use assumptions, judgments and estimates when applying these principles where precise measurements are not possible or practical. These policies are critical because they are highly dependent upon subjective or complex judgments, assumptions and estimates. Changes in such judgments, assumptions and estimates may have a significant impact on the consolidated financial statements. Actual results, in fact, could differ from initial estimates.

The accounting policies we view as critical are those relating to judgments, assumptions and estimates regarding the determination of the allowance for loan losses, the fair value measurements of certain assets and liabilities, accounting for economic hedging activities, and accounting for other real estate owned.

Allowance for Loan Losses

We maintain the allowance for loan losses at a level that represents management's best estimate of known and inherent losses in our loan portfolio. Both the amount of the provision expense and the level of the allowance for loan losses are impacted by many factors, including general and industry-specific economic conditions, actual and expected credit losses, historical trends and specific conditions of individual borrowers. Unusual and infrequently occurring events, such as weather-related disasters, may impact our assessment of possible credit losses. As a part of our analysis, we use comparative peer group data and qualitative factors such as levels of and trends in delinquencies, nonaccrual loans, charged-off loans, changes in volume and terms of loans, effects of changes in lending policy, experience and ability and depth of management, national and local economic trends and conditions and concentrations of credit, competition, and loan review results to support estimates.

The allowance for loan losses is based first on a segmentation of the loan portfolio by general loan type, or portfolio segments. Certain portfolio segments are further disaggregated and evaluated collectively for impairment based on class segments, which are largely based on the type of collateral underlying each loan. For purposes of this analysis, we categorize loans into one of five categories: commercial and industrial, commercial real estate, commercial construction, consumer residential, and consumer nonresidential loans. Typically, financial institutions use their historical loss experience and trends in losses for each loan category which are then adjusted for portfolio trends and economic and environmental factors in determining their allowance for loan losses. Since the Bank's inception in 2007, we have experienced minimal loss history within our loan portfolio. Because of this, our allowance model uses the average loss rates of similar institutions (our custom peer group) as a baseline which is then adjusted based on our particular qualitative loan portfolio characteristics and environmental factors. The indicated loss factors resulting from this analysis are applied for each of the five categories of loans.

Our peer group is defined by selecting commercial banking institutions of similar size within Virginia, Maryland, and the District of Columbia. This is known as our custom peer group. The commercial banking institutions comprising the custom peer group can change based on certain factors including but not limited to the characteristics, size, and geographic footprint of the institution. We

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have identified 28 banks for our custom peer group which are within $200 million to $3 billion in total assets, the majority of whom are geographically concentrated in the Washington, D.C. metropolitan area in which we operate, as this area has experienced more stable economic conditions than many other areas of the country. These baseline peer group loss rates are then adjusted based on an analysis of our loan portfolio characteristics, trends, economic considerations and other conditions that should be considered in assessing our credit risk. Our peer loss rates are updated on a quarterly basis.

The allowance for loan losses consists of specific and general components. The specific component relates to loans that are determined to be impaired and, therefore, individually evaluated for impairment. We individually assign loss factors to all loans that have been identified as having loss attributes, as indicated by deterioration in the financial condition of the borrower or a decline in underlying collateral value if the loan is collateral dependent. We evaluate the impairment of certain loans on a loan by loan basis for those loans that are adversely risk rated. Measurement of impairment is based on the expected future cash flows of an impaired loan, which are discounted at the loan's effective interest rate, or measured on an observable market value, if one exists, or the fair value of the collateral underlying the loan, discounted to consider estimated costs to sell the collateral for collateral-dependent loans. If the net collateral value is less than the loan balance (including accrued interest and any unamortized premium or discount associated with the loan) we recognize an impairment and establish a specific reserve for the impaired loan.

Credit losses are an inherent part of our business and, although we believe the methodologies for determining the allowance for loan losses and the current level of the allowance are appropriate, it is possible that there may be unidentified losses in the portfolio at any particular time that may become evident at a future date pursuant to additional internal analysis or regulatory comment. Additional provisions for such losses, if necessary, would be recorded, and would negatively impact earnings.

Fair Value Measurements

We determine the fair values of financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Our investment securities available-for-sale are recorded at fair value using reliable and unbiased evaluations by an industry-wide valuation service. This service uses evaluated pricing models that vary based on asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs. Methods used to estimate fair value do not necessarily represent an exit price. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable.

Other Real Estate Owned

Real estate acquired through, or in lieu of, foreclosure is held for sale and is stated at fair value of the property, less estimated disposal costs, if any. Any excess of cost over the fair value less costs to sell at the time of acquisition is charged to the allowance for loan losses. The fair value is reviewed periodically by management and any writedowns are charged against current earnings. Accounting policy and treatment is consistent with accounting for impaired loans described above.

Financial Overview

For the three and six months ended June 30, 2018 and the year ended December 31, 2017, we experienced record growth as we continue to expand our market area through organic growth, capitalizing on market disruption as a result of recent merger activity.

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•: Total assets increased to $1.14 billion compared to $970.9 million as of June 30, 2018 and 2017, respectively, an increase of $168.6 million, or 17.4%. From December 31, 2016 to December 31, 2017, total assets increased $143.9 million, or 15.8%, as we surpassed $1 billion in total assets, ending at $1.05 billion as of December 31, 2017.
•: Total loans, net of deferred fees, increased $157.1 million, or 19.7%, from June 30, 2017 to June 30, 2018. Asset quality remains strong with nonperforming loans and loans past due 90 days or more as a percentage of total assets being 0.08% at June 30, 2018, compared to 0.30% at June 30, 2017. Total loans, net of deferred fees, were $888.7 million at December 31, 2017 compared to $768.1 million at December 31, 2016, an increase of 15.7%.
•: Total deposits increased $152.5 million, or 17.8%, from June 30, 2017 to June 30, 2018. The Company's increase in deposits is a result of several targeted promotions in addition to continued growth in core deposits and reflects a reduction in whole sale deposits. Total deposits increased $152.2 million to end at $928.2 million at December 31, 2017, an increase of 19.6% as compared to December 31, 2016.
•: Tangible book value per share at June 30, 2018 was $9.38, an increase from $9.03 at December 31, 2017 and $8.31 at June 30, 2017.
•: Net income was $3.1 million for three months ended June 30, 2018 compared to $2.1 million for the same period of 2017. For the six months ended June 30, 2018 and 2017, net income was $6.1 million and $4.5 million, respectively. Our 2018 results were impacted by additional expenses related to our pending acquisition of Colombo totaling $397 thousand for each of the three and six months ended June 30, 2018. Excluding these merger-related expenses, we would have recorded income of $3.4 million and $6.4 million for the three and six month ended June 30, 2018, respectively. For a reconciliation of these ratios as adjusted to exclude the effect of these merger-related expenses, please refer to "Selected Historical Financial Data of FVCB—Non-GAAP Financial Measures."
•: For the year ended December 31, 2017, we recorded net income of $7.7 million, compared to $6.9 million for the year ended December 31, 2016. Our 2017 results were impacted by the revaluation of our net deferred tax assets as a result of the enactment of the 2017 Tax Act. As a result of the revaluation of our net deferred tax assets, we recorded an additional $2.0 million in provision for income tax expense for 2017. Excluding this additional provision for income taxes, we would have recorded net income of $9.7 million, or $0.84 per diluted common share, for the year ended December 31, 2017. For a reconciliation of these ratios as adjusted to exclude the effect of the 2017 Tax Act, please refer to "Selected Historical Financial Data of FVCB—Non-GAAP Financial Measures."

Results of Operations—Three and Six Months Ended June 30, 2018 and June 30, 2017

Overview

We recorded net income of $3.1 million, or $0.26 per diluted common share, for the three months ended June 30, 2018, compared to net income of $2.1 million, or $0.20 per diluted common share for the three months ended June 30, 2017. Our results for the three months ended June 30, 2018 were impacted by merger-related expenses totaling $397 thousand as a result our pending acquisition of Colombo. Excluding these merger-related expenses, we would have recorded net income of $3.4 million, or $0.28 per diluted common share for the quarter ended June 30, 2018. Net interest income increased $1.5 million to $9.4 million for the three months ended June 30, 2018, compared to $7.9 million for the three months ended June 30, 2017, a result of an increase in interest-earning assets. Provision for loan losses was $281 thousand for the three months ended June 30, 2018, compared to $165 thousand for the same period of 2017. Noninterest income increased $5 thousand to $63 thousand

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for the three months ended June 30, 2018 as compared to $358 thousand for 2017. Noninterest expense was $5.8 million for the three months ended June 30, 2018 compared to $4.8 million for the same three month period of 2017, primarily due to an increase in salaries and benefits expense for strategic additions to business development and back office staffing over the past year to support our growth plans in addition to the aforementioned merger-related expenses.

The annualized return on average assets for the three months ended June 30, 2018 and 2017 was 1.13% and 0.91%, respectively. The annualized return on average equity for the three months ended June 30, 2018 and 2017 was 12.00% and 10.05%, respectively. Excluding merger-related expenses, the annualized return on average assets and annualized return on average equity for the three months ended June 30, 2018 was 1.24% and 13.23%, respectively. For a reconciliation of these performance metrics as adjusted for the merger-related expenses, please refer to "Selected Historical Financial Data of FVCB—Non-GAAP Financial Measures."

For the six months ended June 30, 2018 and 2017, net income was $6.1 million and $4.5 million, respectively. Earnings per share on a diluted basis was $0.50 and $0.41 for the six months ended June 30, 2018 and 2017, respectively. Results for the six months ended June 30, 2018 were impacted by merger-related expenses of $397 thousand. Excluding merger-related expenses, we recorded net income for the six months June 30, 2018 totaling $6.4 million, or $0.53 per diluted common share. For a reconciliation of our earnings as adjusted for the merger-related expenses, please refer to "Selected Historical Financial Data of FVCB—Non-GAAP Financial Measures."

Net interest income increased $2.6 million to $18.1 million for the six months ended June 30, 2018, compared to $15.5 million for the six months ended June 30, 2017, a result of an increase in interest-earning assets. Provision for loan losses was $639 thousand for the six months ended June 30, 2018, compared to $515 thousand for the same period of 2017. Noninterest income decreased $403 thousand to $748 thousand for the six months ended June 30, 2018 as compared to $1.2 million for 2017, due primarily to a claim on BOLI policies of $443 thousand during 2017. Noninterest expense was $11.1 million for the six months ended June 30, 2018 compared to $9.6 million for the same three month period of 2017, primarily due to an increase in salaries and benefits expense for additions to staffing over the past year and merger-related expenses.

The annualized return on average assets for the six months ended June 30, 2018 and 2017 was 1.13% and 0.96%, respectively. The annualized return on average equity for the six months ended June 30, 2018 and 2017 was 12.02% and 10.72%, respectively. Excluding merger-related expenses, the annualized return on average assets and annualized return on average equity for the six months ended June 30, 2018 was 1.19% and 12.64%, respectively.

Net Interest Income/Margin

Net interest income is our primary source of revenue, representing the difference between interest and fees earned on interest-earning assets and the interest paid on deposits and other interest-bearing liabilities. The following table presents average balance sheet information, interest income, interest expense and the corresponding average yield earned and rates paid for the three months ended June 30, 2018 and 2017.

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Average Balance Sheets and Interest Rates on Interest-Earning Assets and Interest-Bearing Liabilities
For the Three Months Ended June 30, 2018 and 2017
(Dollars in thousands)

	2018								2017

	Average Balance			Interest Income/ Expense		Average Yield/ Rate			Average Balance			Interest Income/ Expense		Average Yield/ Rate
Assets
Interest-earning assets:
Loans(1):
Commercial real estate	$	564,251		$	6,481		4.59	%	$	487,250		$	5,655		4.64	%
Commercial and industrial		105,175			1,485		5.65	%		88,854			1,106		4.98	%
Commercial construction		123,262			1,638		5.32	%		92,778			1,091		4.70	%
Consumer residential		108,451			1,224		4.51	%		105,681			1,114		4.22	%
Consumer nonresidential		28,994			464		6.40	%		17,169			166		3.87	%

Total loans(1)		930,133			11,292		4.86	%		791,732			9,132		4.61	%

Investment securities(2)		119,533			691		2.31	%		109,036			606		2.22	%
Restricted stock		3,955			60		6.07	%		4,685			63		5.43	%
Deposits at other financial institutions and federal funds sold		15,414			32		0.83	%		5,200			12		0.91	%

Total interest-earning assets and interest income		1,069,035			12,075		4.52	%		910,653			9,813		4.31	%



Noninterest-earning assets:
Cash and due from banks		2,348								7,306
Premises and equipment, net		1,394								1,455
Accrued interest and other assets		28,361								24,037
Allowance for loan losses		(8,188	)							(6,861	)

Total assets	$	1,092,950							$	936,590



Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing deposits:
Interest checking	$	195,130		$	487		1.00	%	$	223,563		$	433		0.78	%
Savings and money markets		194,327			497		1.03	%		137,845			216		0.63	%
Time deposits		249,664			917		1.47	%		190,984			599		1.26	%
Wholesale deposits		91,028			385		1.70	%		73,970			173		0.94	%

Total interest-bearing deposits		730,149			2,286		1.26	%		626,362			1,421		0.91	%

Other borrowed funds		30,981			428		5.54	%		56,721			492		3.48	%

Total interest-bearing liabilities and interest expense		761,130			2,714		1.43	%		683,083			1,913		1.12	%



Noninterest-bearing liabilities:
Demand deposits		228,155								167,142
Other liabilities		1,132								1,967
Common stockholders' equity		102,533								84,398

Total liabilities and stockholders' equity	$	1,092,950							$	936,590



Net interest income and net interest margin(2)				$	9,361		3.50	%				$	7,900		3.47	%

(1): Nonaccrual loans are included in average balances and do not have a material effect on the average yield. Interest income on nonaccruing loans was not material for the periods presented. Net loan fees and late charges included in interest income on loans totaled $129 thousand and $227 thousand for the three months ended June 30, 2018 and 2017, respectively.

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(2): The average yields for investment securities are reported on a fully taxable equivalent basis at a rate of 21% for 2018 and 34% for 2017.

The level of net interest income is affected primarily by variations in the volume and mix of these assets and liabilities, as well as changes in interest rates. See "Quantitative and Qualitative Disclosures About Market Risk" for further information. The following table shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities for the three months ended June 30, 2018.

Rate and Volume Analysis
For the Three Months Ended June 30, 2018 and 2017
(Dollars in thousands)

	2018 Compared to 2017

	Average Volume(3)			Average Rate			Increase (Decrease)
Interest income:
Loans(1):
Commercial real estate	$	897		$	(71	)	$	826
Commercial and industrial		203			176			379
Commercial construction		356			191			547
Consumer residential		31			79			110
Consumer nonresidential		117			181			298

Total loans(1)		1,604			556			2,160

Investment securities(2)		58			27			85
Restricted stock		(9	)		6			(3	)
Deposits at other financial institutions and federal funds sold		23			(3	)		20

Total interest income		1,676			586			2,262

Interest expense:
Interest-bearing deposits:
Interest checking		(53	)		107			54
Savings and money markets		87			194			281
Time deposits		187			131			318
Wholesale deposits		40			172			212

Total interest-bearing deposits		261			604			865

Other borrowed funds		(223	)		159			(64	)

Total interest expense		38			763			801

Net interest income(2)	$	1,638		$	(177	)	$	1,461

(1): Nonaccrual loans are included in average balances and do not have a material effect on the average yield. Interest income on nonaccruing loans was not material for the periods presented.
(2): The average yields for investment securities are reported on a fully taxable equivalent basis at a rate of 21% for 2018 and 34% for 2017.
(3): Changes attributable to rate/volume have been allocated to volume.

Net interest income for the three months ended June 30, 2018 was $9.4 million, compared to $7.9 million for the three months ended June 30, 2017, an increase of $1.5 million, or 18.5%. The

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increase in net interest income was primarily a result of an increase in the volume of interest-earning assets during 2018 compared to 2017. The yield on interest-earning assets increased 12 basis points to 4.52% for the three months ended June 30, 2018, compared to 4.31% for the same period of 2017. Offsetting this increase in yield was a 31 basis point increase in the cost of interest-bearing liabilities, primarily reflecting increasing rates and volumes of time and wholesale deposits.

Our net interest margin, on a tax equivalent basis, for the three months ended June 30, 2018 and 2017 was 3.50% and 3.47%, respectively. The increase in our net interest margin was primarily a result of an increase in volume of our interest-earning assets during 2018. Net interest income, on a tax equivalent basis, is a financial measure that we believe provides a more accurate picture of the interest margin for comparative purposes. To derive our net interest margin on a tax equivalent basis, net interest income is adjusted to reflect tax-exempt income on an equivalent before tax basis with a corresponding increase in income tax expense. For purposes of this calculation, we use our federal statutory tax rates for the periods presented. This measure ensures comparability of net interest income arising from taxable and tax-exempt sources. The following table provides a reconciliation of our GAAP net interest income to our tax equivalent net interest income.

Supplemental Financial Data and Reconciliations to GAAP Financial Measures
For the Three and Six Months Ended June 30, 2018 and 2017
(Dollars in thousands)

	Three Months Ended June 30,				Six Months Ended June 30,

	2018		2017		2018		2017
GAAP Financial Measurements:
Interest income:
Loans	$	11,292	$	9,132	$	21,865	$	17,833
Deposits at other financial institutions and federal funds sold		32		12		77		26
Investment securities available-for-sale		673		581		1,330		1,187
Investment securities held-to-maturity		13		13		26		25
Restricted stock		60		63		113		118

Total interest income		12,070		9,801		23,411		19,189

Interest expense:
Interest-bearing deposits		2,286		1,421		4,434		2,782
Other borrowed funds		428		492		858		922

Total interest expense		2,714		1,913		5,292		3,704

Net interest income	$	9,356	$	7,888	$	18,119	$	15,485
Non-GAAP Financial Measurements:
Add: Tax benefit on tax-exempt interest income-securities		5		12		11		24

Total tax benefit on tax-exempt interest income	$	5	$	12	$	11	$	24

Tax equivalent net interest income	$	9,361	$	7,900	$	18,130	$	15,509

Average interest-earning assets increased by 17.4% to $1.07 billion for the three months ended June 30, 2018 compared to $910.7 million for the three months ended June 30, 2017, which resulted in an increase in total interest income on a tax equivalent basis of $2.3 million, to $12.1 million for the three months ended June 30, 2018 compared to $9.8 million for the three months ended June 30, 2017. The increase in our earning assets was primarily driven by an increase in average loans receivable of $138.4 million, which contributed to an additional $1.6 million in interest income. This increase in interest income was enhanced by an increase in yields earned on the loan portfolio which increased

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interest income $556 thousand. Average balances of nonperforming loans, which consist of nonaccrual loans, are included in the net interest margin calculation and did not have a material impact on our net interest margin in 2018 and 2017.

Total average interest-bearing deposits increased $103.8 million to $730.1 million for the three months ended June 30, 2018 compared to $626.4 million for the three months ended June 30, 2017. Average noninterest-bearing deposits increased $61.1 million to $228.2 million for the three months ended June 30, 2018 compared to $167.1 million for the same period in 2017. The largest increase in average interest-bearing deposit balances was in our certificates of deposit, which increased $58.7 million compared to 2017. Average wholesale deposits increased $17.1 million to $91.0 million for the second quarter of 2018 compared to $74.0 million for the second quarter of 2017. This change in the mix of our interest-bearing liabilities, in addition to the increases in the targeted fed funds rate over the past 12 months, have contributed to the increase in our cost of interest-bearing deposits to 1.26% for the three months ended June 30, 2018, from 0.91% for the same period in 2017. The cost of other borrowed funds, which include federal funds purchased, FHLB advances, and our subordinated notes, increased 206 basis points to 5.54% for the three months ended June 30, 2018, from 3.48% for the same period in 2017, a result of the change in the mix of borrowed funds towards higher cost funding sources such as our subordinated notes for 2018 as compared to 2017.

The following table presents average balance sheet information, interest income, interest expense and the corresponding average yield earned and rates paid for the six months ended June 30, 2018 and 2017.

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Average Balance Sheets and Interest Rates on Interest-Earning Assets and Interest-Bearing Liabilities
For the Six Months Ended June 30, 2018 and 2017
(Dollars in thousands)

	2018								2017

	Average Balance			Interest Income/ Expense		Average Yield/ Rate			Average Balance			Interest Income/ Expense		Average Yield/ Rate
Assets
Interest-earning assets:
Loans(1):
Commercial real estate	$	551,364		$	12,716		4.61	%	$	482,895		$	11,122		4.61	%
Commercial and industrial		99,915			2,705		5.42	%		95,285			2,273		4.77	%
Commercial construction		122,725			3,120		5.08	%		76,268			1,921		5.04	%
Consumer residential		108,632			2,397		4.41	%		105,902			2,177		4.11	%
Consumer nonresidential		29,389			927		6.31	%		18,072			340		3.76	%

Total loans(1)		912,025			21,865		4.79	%		778,422			17,833		4.58	%

Investment securities(2)		119,355			1,367		2.29	%		110,438			1,236		2.24	%
Restricted stock		3,821			113		5.91	%		4,287			118		5.49	%
Deposits at other financial institutions and federal funds sold		16,129			77		0.96	%		6,005			26		0.87	%

Total interest-earning assets and interest income		1,051,330			23,422		4.46	%		899,152			19,213		4.27	%



Noninterest-earning assets:
Cash and due from banks		2,440								6,942
Premises and equipment, net		1,312								1,454
Accrued interest and other assets		27,734								21,654
Allowance for loan losses		(8,009	)							(6,706	)

Total assets	$	1,074,807							$	922,496



Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing deposits:
Interest checking	$	191,212		$	890		0.94	%	$	214,194		$	827		0.78	%
Savings and money markets		191,634			945		0.99	%		155,678			488		0.63	%
Time deposits		256,661			1,826		1.43	%		186,339			1,152		1.25	%
Wholesale deposits		99,102			773		1.57	%		69,185			315		0.92	%

Total interest-bearing deposits		738,609			4,434		1.21	%		625,396			2,782		0.90	%

Other borrowed funds		31,816			858		5.44	%		48,839			922		3.80	%

Total interest-bearing liabilities and interest expense		770,425			5,292		1.39	%		674,235			3,704		1.11	%



Noninterest-bearing liabilities:
Demand deposits		201,457								163,276
Other liabilities		1,821								1,987
Common stockholders' equity		101,104								82,998

Total liabilities and stockholders' equity	$	1,074,807							$	922,496



Net interest income and net interest margin				$	18,130		3.45	%				$	15,509		3.45	%

(1): Nonaccrual loans are included in average balances and do not have a material effect on the average yield. Interest income on nonaccruing loans was not material for the periods presented.

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Net loan fees and late charges included in interest income on loans totaled $283 thousand and $297 thousand for the six months ended June 30, 2018 and 2017, respectively.

(2): The average yields for investment securities are reported on a fully taxable equivalent basis at a rate of 21% for 2018 and 34% for 2017.

Rate and Volume Analysis
For the Six Months Ended June 30, 2018 and 2017
(In thousands)

	2018 Compared to 2017

	Average Volume			Average Rate			Increase (Decrease)
Interest income:
Loans(1):
Commercial real estate	$	1,594		$	—		$	1,594
Commercial and industrial		107			325			432
Commercial construction		1,174			25			1,199
Consumer residential		57			163			220
Consumer nonresidential		212			375			587

Total loans(1)		3,144			888			4,032

Investment securities(2)		101			30			131
Restricted stock		(13	)		8			(5	)
Deposits at other financial institutions and federal funds sold		44			7			51

Total interest income		3,276			933			4,209

Interest expense:
Interest-bearing deposits:
Interest checking		(89	)		152			63
Savings and money markets		115			342			457
Time deposits		444			230			674
Wholesale deposits		139			319			458

Total interest-bearing deposits		609			1,043			1,652

Other borrowed funds		(323	)		259			(64	)

Total interest expense		286			1,302			1,588

Net interest income	$	2,990		$	(369	)	$	2,621

(1): Nonaccrual loans are included in average balances and do not have a material effect on the average yield. Interest income on nonaccruing loans was not material for the periods presented.
(2): The average yields for investment securities are reported on a fully tax equivalent basis at a rate of 21% for 2018 and 34% for 2017.

Net interest income for the six months ended June 30, 2018 was $18.1 million, compared to $15.5 million for the six months ended June 30, 2017, an increase of $2.6 million, or 16.9%. The

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increase in net interest income was primarily a result of an increase in the volume of interest-earning assets during 2018 compared to 2017. The yield on interest-earning assets increased 19 basis points to 4.46% for the six months ended June 30, 2018, compared to 4.27% for the same period of 2017. Offsetting this increase in yield was a 28 basis point increase in the cost of interest-bearing liabilities, primarily reflecting increasing rates and volumes of time and wholesale deposits, and other borrowed funds.

Our net interest margin, on a tax equivalent basis, for each of the six months ended June 30, 2018 and 2017 was 3.45%. The following table provides a reconciliation of our GAAP net interest income to our tax equivalent net interest income.

Average interest-earning assets increased by 16.9% to $1.05 billion for the six months ended June 30, 2018 compared to $899.2 million for the comparable period in 2017, which resulted in an increase in total interest income on a tax equivalent basis of $4.2 million, to $23.4 million for the six months ended June 30, 2018 compared to $19.2 million for the six months ended June 30, 2017. The increase in our earning assets was primarily driven by an increase in average loans receivable of $133.6 million, which contributed to an additional $3.1 million in interest income. This increase in interest income was enhanced by an increase in yields earned on the loan portfolio which increased interest income $888 thousand.

Total average interest-bearing deposits increased $113.2 million to $738.6 million for the six months ended June 30, 2018 compared to $625.4 million for the comparable period in 2017. Average noninterest-bearing deposits increased $38.2 million to $201.5 million at June 30, 2018 compared to $163.3 million at June 30, 2017. The largest increase in average interest-bearing deposit balances was in our certificates of deposit, which increased $70.3 million compared to 2017. Average wholesale deposits increased $29.9 million to $99.1 million for the six months ended June 30, 2018 compared to $69.2 million for the six months ended June 30, 2017. This change in the mix of our interest-bearing liabilities, in addition to the increases in the targeted fed funds rate over the past 12 months have contributed to the increase in our cost of interest-bearing deposits to 1.21% for the six months ended June 30, 2018, from 0.90% for the same period in 2017. The cost of other borrowed funds, which include federal funds purchased, FHLB advances, and our subordinated notes, increased 164 basis points to 5.44% for the six months ended June 30, 2018, from 3.80% for the same period in 2017, a result of the change in the mix of borrowed funds towards higher cost funding sources such as our subordinated notes 2018 as compared to 2017.

Provision Expense and Allowance for Loan Losses

Our policy is to maintain the allowance for loan losses at a level that represents our best estimate of inherent losses in the loan portfolio. Both the amount of the provision and the level of the allowance for loan losses are impacted by many factors, including general and industry-specific economic conditions, actual and expected credit losses, historical trends and specific conditions of individual borrowers.

We recorded a provision for loan losses of $281 thousand for the three months ended June 30, 2018 compared to a provision for loan losses of $165 thousand for the same period of 2017, which reflects our increase in loan origination volume while maintaining a continued low level of problem loans. For the six months ended June 30, 2018 and 2017, provision for loan losses was $639 thousand and $515 thousand, respectively. The allowance for loan losses at June 30, 2018 was $8.3 million compared to $7.7 million at December 31, 2017. Our allowance for loan loss ratio as a percent of total loans, net of deferred fees and costs, for each of June 30, 2018 and December 31, 2017 was 0.87%, reflecting our strong credit quality.

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Noninterest Income

Noninterest income includes service charges on deposits and loans, income from our BOLI policies, and gains on sales of investment securities available-for-sale, and continues to supplement our operating results. Noninterest income for the three months ended June 30, 2018 and 2017 was $363 thousand and $358 thousand, respectively. Fee income from fees on loans, service charges on deposits, and other fee income was $255 thousand for the three months ended June 30, 2018, an increase of 13.8%, as compared to the same quarter of 2017, reflecting an increase in customer relationships over the past year.

For the six months ended June 30, 2018 and 2017, noninterest income was $748 thousand and $1.2 million, respectively. Noninterest income decreased for the six months ended June 30, 2018 as compared to the same period of 2017 due primarily to a claim of $443 thousand on our BOLI policies during 2017. Fee income from fees on loans, service charges on deposits, and other fee income was $529 thousand for the six months ended June 30, 2018, an increase of 30.0%, as compared to the same quarter of 2017, reflecting an increase in customer relationships over the past year.

Noninterest Expense

Noninterest expense includes, among other things, salaries and benefits, occupancy and equipment costs, professional fees, data processing, insurance and miscellaneous expenses. Noninterest expense was $5.8 million and $4.8 million for the three months ended June 30, 2018 and 2017, respectively.

Salaries and benefits expense increased $317 thousand to $3.3 million for the three months ended June 30, 2018 compared to $3.0 million for the same period in 2017. The increase in salaries and benefits expense is primarily related to increases in our business development and back office personnel to support our growth plans. In addition, the variable component of our compensation expense increased during 2018 as a result of our 2017 performance.

For the six months ended June 30, 2018 and 2017, noninterest expense was $11.1 million and $9.6 million, respectively. Salaries and benefits expense increased $661 thousand in 2018 as compared to 2017 due to the aforementioned increase in staffing to support our growth plans. For the six months ended June 30, 2018, we recorded merger-related expenses of $397 thousand. There were no comparable expenses for the six months ended June 30, 2017.

Other increases in noninterest expense for the three and six months ended June 30, 2018 as compared to the same periods of 2017 were related to supporting bank growth. Increases in audit, legal and consulting fees year-over-year were primarily attributable to the proposed merger with Colombo and implementation costs related to regulatory compliance over our internal control environment as a result of surpassing $1 billion in total assets as of December 31, 2017.

Income Taxes

We recorded a provision for income tax expense of $539 thousand for the three months ended June 30, 2018, compared to $1.1 million for the three months ended June 30, 2017. Our effective tax rate for the three months ended June 30, 2018 was 14.9%, compared to 34.5% for the same period of 2017. For the six months ended June 30, 2018 and 2017, provision for income tax expense was $1.1 million and $2.1 million, respectively. Our effective tax rate for the six months ended June 30, 2018 and 2017 was 15.0% and 32.2%, respectively. The decline in our effective tax rate from 2017 is primarily due to the 2017 Tax Act, which reduced the federal statutory rate to 21% beginning in 2018. Our effective tax rates are less than the statutory rate because of discrete tax benefits recorded as a result of certain exercises in nonqualified stock options during 2018.

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Results of Operations—Year Ended December 31, 2017 and December 31, 2016

Overview

We recorded net income of $7.7 million, or $0.67 per diluted common share, for the year ended December 31, 2017, compared to net income of $6.9 million, or $0.63 per diluted common share for the year ended December 31, 2016. Our results were impacted by the revaluation of our net deferred tax assets as a result of the enactment of the 2017 Tax Act. As a result of the revaluation of our net deferred tax assets, we recorded an additional $2.0 million in provision for income tax expense for 2017. Excluding this additional provision for income taxes, we would have recorded net income of $9.7 million, or $0.84 per diluted common share for the year ended December 31, 2017.

Net interest income increased $4.9 million to $32.1 million for the year ended December 31, 2017, compared to $27.2 million for the year ended December 31, 2016, primarily as a result of an increase in interest-earning assets. Provision for loan losses was $1.2 million for the year ended December 31, 2017, compared to $1.5 million for the same period of 2016. Noninterest income increased $1.8 million to $3.0 million for the year ended December 31, 2017 as compared to $1.2 million for 2016 due primarily to a gain recorded on the foreclosure of other real estate owned of $1.1 million and a claim on BOLI policies of $443 thousand during 2017. Noninterest expense was $19.3 million for the year ended December 31, 2017 compared to $16.4 million for the same period of 2016, primarily due to an increase in salaries and benefits expense for strategic additions to business development and back office staffing over the past year to support our growth plans.

The return on average assets for the year ended December 31, 2017 and 2016 was 0.80% and 0.88%, respectively. The return on average equity for the year ended December 31, 2017 and 2016 was 8.63% and 8.91%, respectively. Excluding the additional provision for income taxes as a result of the 2017 Tax Act, return on average assets and return on average equity for the year ended December 31, 2017 would have been 1.02% and 10.92%, respectively.

Net Interest Income/Margin

The following table presents average balance sheet information, interest income, interest expense and the corresponding average yield earned and rates paid for the years ended December 31, 2017, 2016, and 2015.

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Average Balance Sheets and Interest Rates on Interest-Earning Assets and Interest-Bearing Liabilities
Years Ended December 31, 2017, 2016 and 2015
(Dollars in thousands)

	2017								2016								2015

	Average Balance			Interest Income/ Expense		Average Yield/ Rate			Average Balance			Interest Income/ Expense		Average Yield/ Rate			Average Balance			Interest Income/ Expense		Average Yield/ Rate
Assets
Interest-earning assets:
Loans(1):
Commercial real estate	$	499,776		$	23,250		4.65	%	$	396,663		$	18,657		4.70	%	$	348,624		$	16,644		4.77	%
Commercial and industrial		91,361			4,516		4.94	%		85,948			4,288		4.99	%		76,891			3,605		4.69	%
Commercial construction		89,156			4,399		4.93	%		60,068			3,045		5.07	%		34,297			1,693		4.94	%
Consumer residential		105,715			4,510		4.27	%		96,566			3,746		3.88	%		73,630			2,868		3.89	%
Consumer nonresidential		19,178			830		4.33	%		19,800			714		3.61	%		14,136			477		3.38	%
Consumer construction		—			—		0.00	%		3,251			146		4.50	%		1,206			54		4.46	%

Total loans(1)		805,186			37,505		4.66	%		662,296			30,596		4.62	%		548,784			25,341		4.62	%

Investment securities(2)		113,799			2,530		2.22	%		85,687			1,766		2.06	%		55,403			1,042		1.88	%
Restricted stock		3,971			223		5.61	%		3,049			170		5.59	%		2,613			145		5.57	%
Deposits at other financial institutions and federal funds sold		13,400			90		0.68	%		24,807			101		0.41	%		17,191			32		0.19	%

Total interest-earning assets and interest income		936,356			40,348		4.31	%		775,839			32,633		4.21	%		623,991			26,560		4.26	%



Noninterest-earning assets:
Cash and due from banks		1,924								1,526								1,322
Premises and equipment, net		1,367								1,324								1,721
Accrued interest and other assets		23,232								17,907								16,808
Allowance for loan losses		(6,987	)							(6,164	)							(5,561	)

Total assets	$	955,892							$	790,432							$	638,281



Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing deposits:
Interest checking	$	204,422		$	1,664		0.81	%	$	174,544		$	1,357		0.78	%	$	118,060		$	953		0.81	%
Savings and money markets		162,127			1,175		0.72	%		156,713			864		0.55	%		132,720			660		0.50	%
Time deposits		210,093			2,773		1.32	%		156,493			1,796		1.15	%		142,050			1,570		1.11	%
Wholesale deposits		75,534			805		1.07	%		53,178			457		0.86	%		46,552			436		0.93	%

Total interest-bearing deposits		652,176			6,417		0.98	%		540,928			4,474		0.83	%		439,382			3,619		0.82	%

Other borrowed funds		40,849			1,778		4.35	%		21,384			913		4.27	%		5,388			46		0.85	%

Total interest-bearing liabilities and interest expense		693,025			8,195		1.18	%		562,312			5,387		0.96	%		444,770			3,665		0.82	%



Noninterest-bearing liabilities:
Demand deposits		171,649								148,593								121,588
Other liabilities		2,162								1,698								1,530
Common stockholders' equity		89,056								77,829								70,393

Total liabilities and stockholders' equity	$	955,892							$	790,432							$	638,281



Net interest income and net interest margin				$	32,153		3.43	%				$	27,246		3.51	%				$	22,895		3.66	%

(1): Nonaccrual loans are included in average balances and do not have a material effect on the average yield. Interest income on nonaccruing loans was not material for the years presented. Net loan fees and late charges included in interest income on loans totaled $587 thousand, $127 thousand, and $137 thousand for the years ended December 31, 2017, 2016, and 2015, respectively.
(2): The average yields for investment securities are reported on a fully tax equivalent basis at a rate of 34% for each of 2017, 2016, and 2015.

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Rate and Volume Analysis
Years Ended December 31, 2017, 2016 and 2015
(Dollars in thousands)

	2017 Compared to 2016									2016 Compared to 2015

	Average Volume			Average Rate			Increase (Decrease)			Average Volume		Average Rate			Increase (Decrease)
Interest income:
Loans(1):
Commercial real estate	$	4,849		$	(256	)	$	4,593		$	2,293	$	(280	)	$	2,013
Commercial and industrial		270			(42	)		228			425		258			683
Commercial construction		1,475			(121	)		1,354			1,272		80			1,352
Consumer residential		355			409			764			884		(6	)		878
Consumer nonresidential		(22	)		138			116			193		44			237
Consumer construction		(146	)		—			(146	)		91		1			92

Total loans(1)		6,781			128			6,909			5,158		97			5,255

Investment securities(2)		582			182			764			570		154			724
Restricted stock		52			1			53			24		1			25
Deposits at other financial institutions and federal funds sold		(48	)		37			(11	)		14		55			69

Total interest income		7,367			348			7,715			5,766		307			6,073

Interest expense:
Interest-bearing deposits:
Interest checking		232			75			307			456		(52	)		404
Savings and money markets		30			281			311			119		85			204
Time deposits		614			363			977			161		65			226
Wholesale deposits		192			156			348			57		(36	)		21

Total interest-bearing deposits		1,068			875			1,943			793		62			855

Other borrowed funds		831			34			865			137		730			867

Total interest expense		1,899			909			2,808			930		792			1,722

Net interest income	$	5,468		$	(561	)	$	4,907		$	4,836	$	(485	)	$	4,351

(1): Nonaccrual loans are included in average balances and do not have a material effect on the average yield. Interest income on non-accruing loans was not material for the years presented.
(2): The average yields for investment securities are reported on a fully tax equivalent basis at a rate of 34% for each of 2017, 2016 and 2015.

Net interest income for the year ended December 31, 2017 was $32.1 million, compared to $27.2 million for the year ended December 31, 2016, an increase of $4.9 million, or 18.0%. The increase in net interest income was primarily a result of an increase in the volume of interest-earning assets during 2017 compared to 2016. The yield on interest-earning assets increased 10 basis points to 4.31% for the year ended December 31, 2017, compared to 4.21% for the same period of 2016.

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Offsetting this increase in loan yields was a 22 basis point increase in the cost of interest-bearing liabilities, as well as a shift in the mix of interest-bearing liabilities toward a higher level of time and wholesale deposits.

Our net interest margin, on a tax equivalent basis, for the years ended December 31, 2017 and 2016 was 3.43% and 3.51%, respectively. The decrease in our net interest margin was primarily a result of an increase in the costs related to our interest-bearing liabilities during 2017. Net interest income, on a tax equivalent basis, is a financial measure that we believe provides a more accurate picture of the interest margin for comparative purposes. To derive our net interest margin on a tax equivalent basis, net interest income is adjusted to reflect tax-exempt income on an equivalent before tax basis with a corresponding increase in income tax expense. For purposes of this calculation, we use our federal statutory tax rates for the periods presented. This measure ensures comparability of net interest income arising from taxable and tax-exempt sources.

The following table provides a reconciliation of our GAAP net interest income to our tax equivalent net interest income.

Supplemental Financial Data and Reconciliations to GAAP Financial Measures
Years Ended December 31, 2017, 2016 and 2015
(Dollars in thousands)

	Years Ended December 31,

	2017		2016		2015
GAAP Financial Measurements:
Interest income:
Loans	$	37,505	$	30,596	$	25,341
Deposits at other financial institutions and federal funds sold		90		101		32
Investment securities available-for-sale		2,433		1,691		1,025
Investment securities held-to-maturity		51		29		14
Restricted stock		223		170		145

Total interest income		40,302		32,587		26,557

Interest expense:
Interest-bearing deposits		6,417		4,474		3,619
Other borrowed funds		1,778		913		46

Total interest expense		8,195		5,387		3,665

Net interest income	$	32,107	$	27,200	$	22,892
Non-GAAP Financial Measurements:
Add: Tax benefit on tax-exempt interest income-securities		46		46		3

Total tax benefit on tax-exempt interest income	$	46	$	46	$	3

Tax equivalent net interest income	$	32,153	$	27,246	$	22,895

Average interest-earning assets increased by 20.7% to $936.4 million at December 31, 2017 compared to $775.8 million at December 31, 2016, which resulted in an increase in total interest income on a tax equivalent basis of $7.7 million, to $40.3 million for the year ended December 31, 2017 compared to $32.6 million for the year ended December 31, 2016. The increase in our earning assets was primarily driven by an increase in average loans receivable of $142.9 million, which contributed to an additional $6.8 million in interest income. This increase in interest income was enhanced by an increase in yields earned on the loan portfolio which increased interest income $128 thousand. Average balances of nonperforming loans, which consist of nonaccrual loans, are included in the net interest margin calculation and did not have a material impact on our net interest margin in 2017 and 2016.

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Total average interest-bearing deposits increased $111.2 million to $652.2 million at December 31, 2017 compared to $540.9 million at December 31, 2016. Average noninterest-bearing deposits increased $23.1 million to $171.6 million at December 31, 2017 compared to $148.6 million at December 31, 2016. The largest increase in average interest-bearing deposit balances was in our certificates of deposit, which increased $53.6 million compared to 2016. Average wholesale deposits increased $22.4 million to $75.5 million as of December 31, 2017 compared to $53.2 million at December 31, 2016. This change in the mix of our interest-bearing liabilities in addition to the increases in the targeted fed funds rate during 2017 have contributed to the increase in our cost of interest-bearing deposits to 0.98% in 2017 from 0.83% in 2016. The cost of other borrowed funds, which include federal funds purchased, FHLB advances, and our subordinated notes used to help fund our balance sheet growth, increased 8 basis points to 4.35% in 2017 from 4.27% in 2016, a result of the increases in funding costs due to the higher interest rate environment for 2017 as compared to 2016.

Provision Expense and Allowance for Loan Losses

We recorded a provision for loan losses of $1.2 million for the year ended December 31, 2017 compared to a provision for loan losses of $1.5 million for the same period of 2016, which reflects our continued low level of problem loans and stable economic environment. The allowance for loan losses at December 31, 2017 was $7.7 million compared to $6.5 million at December 31, 2016. Our allowance for loan loss ratio as a percent of total loans, net of deferred fees and costs, at December 31, 2017 was 0.87% compared to 0.84% at December 31, 2016, reflecting our strong credit quality.

Noninterest Income

Noninterest income includes service charges on deposits and loans, income from our BOLI policies, and gains on sales of investment securities available-for-sale, and continues to supplement our operating results. Noninterest income for the years ended December 31, 2017 and 2016 was $3.0 million and $1.2 million, respectively. Noninterest income increased for the year ended December 31, 2017 as compared to the same period of 2016 primarily due to a $1.1 million gain on the foreclosure of other real estate owned and $443 thousand from a claim on our BOLI policies during 2017. Fee income from fees on loans, service charges on deposits, and other fee income was $881 thousand for the year ended December 31, 2017, an increase of 4.2%, as compared $846 thousand for the same period of 2016.

Noninterest Expense

Noninterest expense includes, among other things, salaries and benefits, occupancy and equipment costs, professional fees, data processing, insurance and miscellaneous expenses. Noninterest expense was $19.3 million and $16.4 million for the year ended December 31, 2017 and 2016, respectively.

Salaries and benefits expense increased $1.9 million to $11.7 million for the year ended December 31, 2017 compared to $9.8 million for 2016. The increase in salaries and benefits expense is primarily related to our taking advantage of the bank consolidation that occurred in our market during 2017 and strategically hiring business development and back office personnel to support our growth plans. In addition, the variable component of our compensation expense increased during 2017 as a result of our performance.

Other increases in noninterest expense were primarily related to supporting bank growth.

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Income Taxes

We recorded a provision for income tax expense of $6.8 million for the year ended December 31, 2017, compared to $3.6 million for the year ended December 31, 2016. Our effective tax rate for December 31, 2017 was 47.1%, compared to 34.0% for 2016. Our effective tax rate for 2017 is greater than the statutory rate because of the revaluation of our net deferred tax assets as a result of the 2017 Tax Act, which increased our provision for income taxes by $2.0 million.

Discussion and Analysis of Financial Condition

Overview

At June 30, 2018, total assets were $1.14 billion, an increase of 8.2%, or $86.2 million, from $1.05 billion at December 31, 2017. Total loans receivable, net of deferred fees and costs, increased 7.5%, or $67.0 million, to $955.6 million at June 30, 2018, from $888.7 million at December 31, 2017. Total investment securities increased by $1.1 million, or 1.0%, to $118.8 million at June 30, 2018, from $117.7 million at December 31, 2017. Total deposits increased 8.7%, or $80.7 million, to $1.01 billion at June 30, 2018, from $928.2 million at December 31, 2017. From time to time, we may utilize other borrowed funds such as federal funds purchased and FHLB advances as an additional funding source for the Bank. At June 30, 2018 and December 31, 2017, we had no federal funds sold or FHLB advances outstanding.

At December 31, 2017, total assets were $1.05 billion, an increase of $143.9 million, or 15.8%, from $909.3 million at December 31, 2016. Total loans receivable, net of deferred fees and costs, increased 15.7%, or $120.6 million, to $888.7 million at December 31, 2017, from $768.1 million at December 31, 2016. Total investment securities increased by $3.7 million, or 3.3%, to $117.7 million at December 31, 2017, from $114.0 million at December 31, 2016. Total deposits increased 19.6%, or $152.2 million, to $928.2 million at December 31, 2017, from $776.0 million at December 31, 2016. Other borrowed funds, which include FHLB advances, decreased to $0 at December 31, 2017, from $27.0 million at December 31, 2016.

Loans Receivable, Net

Total loans receivable, net of deferred fees and costs, were $955.6 million at June 30, 2018, an increase of $67.0 million, or 7.5%, compared to $888.7 million at December 31, 2017. For the year ended December 31, 2017, the loan portfolio increased $120.6 million, or 15.7%, from $768.1 million at December 31, 2016. The increase in the loans receivable portfolio was a result of organic loan growth primarily in our commercial real estate and commercial construction portfolios.

The following table presents the composition of our loans receivable portfolio at June 30, 2018 and at each of the five years ended December 31, 2017.

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Loans Receivable
At June 30, 2018 and December 31, 2017, 2016, 2015, 2014 and 2013
(Dollars in thousands)

			Years Ended December 31,

	June 30, 2018		Years Ended December 31,
	June 30, 2018		2017		2016		2015			2014			2013
Commercial real estate	$	573,426	$	526,657	$	476,851	$	376,426		$	325,041		$	273,252
Commercial and industrial		110,548		98,150		112,061		89,502			82,374			64,639
Commercial construction		139,678		123,444		53,167		49,834			24,160			7,921
Consumer residential		105,840		108,926		106,549		84,464			66,228			59,521
Consumer nonresidential		27,885		32,232		19,548		19,127			11,615			4,447
Consumer construction		—		—		—		3,856			—			268

Gross loans		956,777		889,409		768,176		623,209			509,418			410,048
Less:
Allowance for loan losses		8,298		7,725		6,452		6,239			5,565			4,792
Unearned income and (unamortized premiums)		1,136		732		75		(350	)		(520	)		(992	)

Loans receivable, net	$	947,343	$	880,952	$	761,649	$	617,320		$	504,373		$	406,248

The following table sets forth the repricing characteristics and sensitivity to interest rate changes of our loan portfolio at June 30, 2018 and December 31, 2017.

Loan Maturities and Interest Rate Sensitivity
At June 30, 2018 and December 31, 2017
(Dollars in thousands)

June 30, 2018	One Year or Less		Between One and Five Years		After Five Years		Total

Commercial real estate	$	17,397	$	160,101	$	395,928	$	573,426
Commercial and industrial		65,616		28,573		16,359		110,548
Commercial construction		28,598		75,459		35,621		139,678
Consumer residential		3,801		6,814		95,225		105,840
Consumer nonresidential		5,573		8,039		13,673		27,285

Total loans receivable	$	120,985	$	278,986	$	556,806	$	956,777



Fixed-rate loans	$	29,197	$	186,248	$	213,979	$	429,424
Floating-rate loans		91,788		92,738		342,827		527,353

	$	120,985	$	278,986	$	556,806	$	956,777

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December 31, 2017	One Year or Less		Between One and Five Years		After Five Years		Total

Commercial real estate	$	20,198	$	143,046	$	363,413	$	526,657
Commercial and industrial		61,340		30,627		6,183		98,150
Commercial construction		33,876		57,215		32,353		123,444
Consumer residential		3,920		5,615		99,391		108,926
Consumer nonresidential		20,066		2,307		9,859		32,232

Total loans receivable	$	139,400	$	238,810	$	511,199	$	889,409



Fixed-rate loans	$	30,824	$	168,609	$	194,995	$	394,428
Floating-rate loans		108,576		70,201		316,204		494,981

	$	139,400	$	238,810	$	511,199	$	889,409

Asset Quality

Nonperforming assets, defined as nonaccrual loans, loans contractually past due 90 days or more as to principal or interest and still accruing, and other real estate owned ("OREO") at June 30, 2018 was $4.8 million compared to $4.7 million at December 31, 2017 and $249 thousand at December 31, 2016. Our ratio of nonperforming assets to total assets was 0.42% at June 30, 2018 compared to 0.44% at December 31, 2017 and 0.03% at December 31, 2016. Troubled debt restructurings ("TDRs") as of June 30, 2018 were $1.6 million and as of December 31, 2017 and 2016 were $1.7 million and $11.5 million, respectively. We recorded annualized net charge-offs of 0.04% and 0.01% of our average loans receivable for the three and six months ended June 30, 2018, respectively, compared to annualized net recoveries of 0.04% and 0.01% for the comparable three and six month periods of 2017, respectively. For the year ended December 31, 2017 we recorded annualized net charge-offs of 0.19% of average loans receivable. The following tables provide additional information on our asset quality for the periods presented.

Nonperforming Assets
At June 30, 2018 and December 31, 2017, 2016, 2015, 2014 and 2013
(Dollars in thousands)

				Years Ended December 31,

	June 30, 2018			Years Ended December 31,
	June 30, 2018			2017			2016			2015			2014			2013
Nonperforming assets:
Nonaccrual loans	$	773		$	741		$	94		$	2,559		$	1,561		$	2,128
Loans contractually past-due 90 days or more		165			48			155			—			40			860

Total nonperforming loans (NPLs)	$	938		$	789		$	249		$	2,559		$	1,601		$	2,988

Other real estate owned (OREO)		3,866			3,866			—			—			—			—

Total nonperforming assets (NPAs)	$	4,804		$	4,655		$	249		$	2,559		$	1,601		$	2,988



Performing troubled debt restructurings (TDRs)	$	1,600		$	1,671		$	11,523		$	5,074		$	1,795		$	1,759



NPLs/Total Assets		0.08	%		0.07	%		0.03	%		0.35	%		0.26	%		0.59	%
NPAs/Total Assets		0.42	%		0.44	%		0.03	%		0.35	%		0.26	%		0.59	%
NPAs and TDRs/Total Assets		0.56	%		0.58	%		1.29	%		1.04	%		0.56	%		0.94	%
Allowance for loan losses/NPLs		884.65	%		979.09	%		2591.16	%		243.81	%		347.60	%		160.37	%

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Nonperforming Loans by Type
At June 30, 2018 and December 31, 2017, 2016, 2015, 2014 and 2013
(Dollars in thousands)

			Years Ended December 31,

	June 30, 2018		Years Ended December 31,
	June 30, 2018		2017		2016		2015		2014		2013
Commercial real estate	$	186	$	154		155	$	1,145	$	267	$	1,241
Commercial and industrial		165		48		94		1,304		1,212		1,747
Commercial construction		—		—		—		—		—		—
Consumer residential		587		587		—		110		122		—
Consumer nonresidential		—		—		—		—		—		—
Consumer construction		—		—		—		—		—		—

	$	938	$	789	$	249	$	2,559	$	1,601	$	2,988

In addition to the assets reflected in the above tables, at June 30, 2018 and December 31, 2017, we had $3.2 million and $1.2 million, respectively, of loans past due 30-89 days, respectively. For December 31, 2016, loans past due 30-89 days totaled $3.9 million.

At June 30, 2018, there were two loans totaling $899 thousand of our performing loans considered potential problem loans. Potential problem loans are defined as loans that are not included in the 90 day past due, nonaccrual or restructured categories, but for which known information about possible credit problems causes management to be uncertain as to the ability of the borrowers to comply with the present loan repayment terms which may in the future result in disclosure in the past due, nonaccrual or restructured loan categories. At December 31, 2017, we had one potential problem loan with a balance totaling $2.5 million which has subsequently paid off as of June 30, 2018. We have taken a conservative approach with respect to risk rating loans in our portfolio. Based upon the status as a potential problem loan, these loans receive heightened scrutiny and ongoing intensive risk management, which has contributed to the principal repayment for the one potential problem loan from December 31, 2017. Additionally, our loan loss allowance methodology incorporates increased reserve factors for certain loans considered potential problem loans as compared to the general portfolio. At December 31, 2016, we had one potential problem loan totaling $150 thousand.

At June 30, 2018, we had one OREO property with a fair value of $3.9 million. We are in the process of selling this property and do not expect a material gain or loss from the current fair value of the property as we have already recorded a $1.1 million gain on the foreclosure of the property during the year ended December 31, 2017.

While our loan growth has continued to be strong, unexpected changes in economic growth could adversely affect our loan portfolio, including causing increases in delinquencies and default rates, which would adversely impact our charge-offs and provision for loan losses. Deterioration in real estate values, employment data and household incomes may also result in higher credit losses for us. Also, in the ordinary course of business, we may also be subject to a concentration of credit risk to a particular industry, counterparty, borrower or issuer. At June 30, 2018, our commercial real estate portfolio (including construction lending) portfolio was 74.5% of our total loan portfolio. A deterioration in the financial condition or prospects of a particular industry or a failure or downgrade of, or default by, any particular entity or group of entities could negatively impact our business, perhaps materially, and the systems by which we set limits and monitor the level of our credit exposure to individual entities and industries, may not function as we have anticipated.

See "Critical Accounting Policies" above for more information on our allowance for loan losses methodology.

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The following tables present additional information pertaining to the activity in and allocation of the allowance for loan losses by loan type and the percentage of the loan type to the total loan portfolio. The allocation of the allowance for loan losses to a category of loans is not necessarily indicative of future losses or charge-offs, and does not restrict the use of the allowance to any specific category of loans.

Allowance for Loan Losses
For the Three and Six Months Ended June 30, 2018 and 2017 and Years ended
December 31, 2017, 2016, 2015, 2014 and 2013
(Dollars in thousands)

	Three Months Ended June 30,					Six Months Ended June 30,						Years Ended December 31,

	2018			2017		2018			2017			2017			2016			2015			2014			2013
Beginning balance, January 1	$	8,102		$	6,777	$	7,725		$	6,452		$	6,452		$	6,239		$	5,565		$	4,792		$	3,757
Provision for loan losses		281			165		639			515			1,200			1,471			1,073			886			804
Loans charged off:
Commercial real estate		—			—		—			—			—			(513	)		(98	)		(113	)		—
Commercial and industrial		(86	)		—		(86	)		(44	)		(44	)		(669	)		(312	)		—			—
Commercial construction		—			—		—			—			—			—			—			—			—
Consumer residential		—			—		—			—			—			(76	)		—			—			—
Consumer nonresidential		(11	)		—		(11	)		—			(33	)		—			—			(10	)		—
Consumer construction		—			—								—			—			—			—			—

Total loans charged off		(97	)		—		(97	)		(44	)		(77	)		(1,258	)		(410	)		(123	)		—
Recoveries:
Commercial real estate		—			—		—			—			—			—			11			10			231
Commercial and industrial		12			70		31			89			117			—			—			—			—
Commercial construction		—			—		—			—			—			—			—			—			—
Consumer residential		—			—		—			—			—			—			—			—			—
Consumer nonresidential		—			—		—			—			33			—			—			—			—
Consumer construction		—			—								—			—			—			—			—

Total recoveries		12			70		31			89			150			—			11			10			231
Net (charge-offs) recoveries		(85	)		70		(66	)		45			73			(1,258	)		(399	)		(113	)		231

Ending balance	$	8,298		$	7,012	$	8,298		$	7,012		$	7,725		$	6,452		$	6,239		$	5,565		$	4,792

	Three Months Ended June 30,						Years ended December 31,

	2018			2017			2017			2016			2015			2014			2013
Loans:
Balance at period end	$	955,641		$	798,510		$	888,677		$	768,102		$	623,559		$	509,938		$	411,040
Allowance for loan losses to loans receivable, net of fees		0.87	%		0.88	%		0.87	%		0.84	%		1.00	%		1.09	%		1.17	%
Net charge-offs (recoveries) to average loans receivable, annualized		0.01	%		(0.01	)%		(0.01	)%		0.19	%		0.07	%		0.03	%		(0.06	)%

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Allocation of the Allowance for Loan Losses
At June 30, 2018 and December 31, 2017, 2016, 2015, 2014 and 2013
(Dollars in thousands)

						Years Ended December 31,

	June 30, 2018					Years Ended December 31,
	June 30, 2018					2017					2016					2015					2014					2013
	Allocation		Percent of Total Loans			Allocation		Percent of Total Loans			Allocation		Percent of Total Loans			Allocation		Percent of Total Loans			Allocation		Percent of Total Loans			Allocation		Percent of Total Loans
Commercial real estate	$	5,275		59.93	%	$	4,832		59.21	%	$	4,266		62.08	%	$	4,002		60.40	%	$	3,721		63.81	%	$	3,725		66.64	%
Commercial and industrial		869		11.55	%		768		11.04	%		1,032		14.59	%		1,442		14.36	%		1,277		16.17	%		787		15.76	%
Commercial construction		1,306		14.60	%		1,191		13.88	%		375		6.92	%		302		8.00	%		234		4.74	%		78		1.93	%
Consumer residential		604		11.06	%		626		12.25	%		500		13.87	%		282		13.55	%		205		13.00	%		177		14.52	%
Consumer nonresidential		208		2.86	%		268		3.62	%		121		2.54	%		98		3.07	%		66		2.28	%		9		1.08	%
Consumer construction		—		0.00	%		—		0.00	%		—		0.00	%		23		0.62	%		—		0.00	%		3		0.07	%
Unallocated		36		0.00	%		40		0.00	%		158		0.00	%		89		0.00	%		62		0.00	%		12		0.00	%

Total allowance for loan losses	$	8,298		100.00	%	$	7,725		100.00	%	$	6,452		100.00	%	$	6,238		100.00	%	$	5,565		100.00	%	$	4,791		100.00	%

Investment Securities

Our investment securities portfolio is used as a source of income and liquidity. The investment portfolio consists of investment securities available-for-sale, investment securities held-to-maturity and certificates of deposit. Investment securities available-for-sale are those securities that we intend to hold for an indefinite period of time, but not necessarily until maturity. These securities are carried at fair value and may be sold as part of an asset/liability strategy, liquidity management or regulatory capital management. Investment securities held-to-maturity at each of June 30, 2018, December 31, 2017 and December 31, 2016 totaled $1.8 million, and are those securities that we have the intent and ability to hold to maturity and are carried at amortized cost. The fair value of our investment securities available-for -sale was $117.1 million at June 30, 2018, an increase of $1.1 million or 1.0%, from $116.0 million at December 31, 2017. We purchased $11.8 million in available-for-sale investment securities during the six months ended June 30, 2018 to help enhance our net interest margin by investing in higher yielding earning assets and reinvested $8.6 million in cash flows provided by mortgage-backed securities redemptions.

At December 31, 2017, we had total investment securities available-for-sale of $116.0 million, an increase of $3.7 million, from $112.0 million at December 31, 2016. We purchased $22.1 million in investment securities available-for-sale to offset redemptions of $15.0 million and securities sales of $2.6 million and enhance the yield of the portfolio during 2017.

As of June 30, 2018, December 31, 2017 and 2016, the majority of the investment securities portfolio consisted of securities rated AAA by a leading rating agency. Investment securities which carry a AAA rating are judged to be of the best quality and carry the smallest degree of investment risk. All of our mortgage-backed securities are guaranteed by either the Federal National Mortgage Association, or FNMA, the Federal Home Loan Mortgage Corporation, or FHLMC, or the Government National Mortgage Association, or GNMA. Investment securities that were pledged to secure public deposits totaled $7.7 million, $0 and $102.7 million at June 30, 2018, December 31, 2017 and December 31, 2016, respectively.

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We complete reviews for other-than-temporary impairment at least quarterly. At June 30, 2018, December 31, 2017 and December 31, 2016, only investment grade securities were in an unrealized loss position. Investment securities with unrealized losses are a result of pricing changes due to recent and negative conditions in the current market environment and not as a result of permanent credit impairment. Contractual cash flows for the agency mortgage-backed securities are guaranteed and/or funded by the U.S. government. Municipal securities have third party protective elements and there are no negative indications that the contractual cash flows will not be received when due. We do not intend to sell nor do we believe we will be required to sell any of our temporarily impaired securities prior to the recovery of the amortized cost.

No other-than-temporary impairment has been recognized for the securities in our investment portfolio as of June 30, 2018, December 31, 2017, and December 31, 2016.

We hold restricted investments in equities of the Federal Reserve Bank of Richmond ("FRB") and FHLB. At June 30, 2018, we owned $947 thousand in FHLB stock and $2.7 million in FRB stock. At December 31, 2017, we owned $817 thousand in FHLB stock and $2.5 million in FRB stock. At December 31, 2016, we owned $1.8 million in FHLB stock and $2.5 million in FRB stock.

The following table reflects the composition of our investment portfolio, at amortized cost, at June 30, 2018 and the three years ended December 31, 2017.

Investment Securities
At June 30, 2018 and December 31, 2017, 2016 and 2015
(Dollars in thousands)

						Years Ended December 31,

	June 30, 2018					Years Ended December 31,
	June 30, 2018					2017					2016					2015
	Balance		Percent of Total			Balance		Percent of Total			Balance		Percent of Total			Balance		Percent of Total
Held-to-maturity
Securities of state and local municipalities tax exempt	$	264		0.21	%	$	263		0.22	%	$	263		0.23	%	$	263		0.38	%
Securities of U.S. government and federal agencies		1,497		1.21	%		1,497		1.25	%		1,497		1.29	%		1,984		2.89	%

Total Held-to-maturity Securities	$	1,761		1.42	%	$	1,760		1.47	%	$	1,760		1.52	%	$	2,247		3.27	%
Available-for-sale
Securities of U.S. government and federal agencies	$	1,000		0.81	%	$	1,000		0.83	%	$	1,000		0.86	%	$	1,500		2.18	%
Securities of state and local municipalities		6,181		5.02	%		6,285		5.24	%		6,541		5.64	%		3,032		4.41	%
Corporate bonds and securities		5,000		4.06	%		5,000		4.17	%		7,467		6.44	%		2,000		2.91	%
Mortgage-backed securities		108,829		88.29	%		105,321		87.88	%		98,466		84.90	%		58,961		85.79	%
Certificates of deposit		490		0.40	%		490		0.41	%		740		0.64	%		985		1.43	%

Total Available-for-sale Securities	$	121,500		98.57	%	$	118,096		98.53	%	$	114,214		98.48	%	$	66,478		96.73	%
Total investment securities	$	123,261		100.00	%	$	119,856		100.00	%	$	115,974		100.00	%	$	68,725		100.00	%

The following tables present the amortized cost of our investment portfolio by their stated maturities, as well as the weighted average yields for each of the maturity ranges at June 30, 2018 and December 31, 2017.

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Investment Securities by Stated Maturity
At June 30, 2018 and December 31, 2017
(Dollars in thousands)

	At June 30, 2018

	Within One Year					One to Five Years					Five to Ten Years					Over Ten Years					Total
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
Held-to-maturity
Securities of state and local municipalities tax exempt	$	—		—		$	—		—		$	264		2.32	%	$	—		—		$	264		2.32	%
Securities of U.S. government and federal agencies		—		—			—		—			1,497		3.01	%		—		—			1,497		3.01	%

Total Held-to-maturity Securities	$	—		—		$	—		—		$	1,761		2.91	%	$	—		—		$	1,761		2.91	%
Available-for-sale
Securities of U.S. government and federal agencies	$	—		—		$	—		—		$	1,000		2.12	%	$	—		—		$	1,000		2.12	%
Securities of state and local municipalities		—		—			500		1.95	%		2,420		2.28	%		3,261		2.72	%		6,181		2.49	%
Corporate bonds		—		—			—		—			5,000		5.12	%		—		—			5,000		5.12	%
Mortgage-backed securities		—		—			3,159		1.63	%		17,109		1.75	%		88,561		2.23	%		108,829		2.14	%
Certificates of deposit		245		1.90	%		245		2.10	%		—		—			—		—			490		2.00	%

Total Available-for-sale securities	$	245		1.90	%	$	3,904		1.70	%	$	25,529		2.47	%	$	91,822		2.25	%	$	121,500		2.28	%
Total investment securities	$	245		1.90	%	$	3,904		1.70	%	$	27,290		2.50	%	$	91,822		2.25	%	$	123,261		2.28	%

	At December 31, 2017

	Within One Year					One to Five Years					Five to Ten Years					Over Ten Years					Total
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
Held-to-maturity
Securities of state and local municipalities tax-exempt	$	—		—		$	—		—		$	263		2.32	%	$	—		—		$	263		2.32	%
Securities of U.S. government and federal agencies		—		—			—		—			1,497		3.01	%		—		—			1,497		3.01	%

Total Held-to-maturity Securities	$	—		—		$	—		—		$	1,760		2.91	%	$	—		—		$	1,760		2.91	%
Available-for-sale
Securities of U.S. government and federal agencies	$	—		—		$	—		—		$	1,000		2.12	%	$	—		—		$	1,000		2.12	%
Securities of state and local municipalities		—		—			500		1.95	%		2,424		2.28	%		3,361		2.73	%		6,285		2.49	%
Corporate bonds		—		—			—		—			5,000		5.04	%		—		—			5,000		5.04	%
Mortgage-backed securities		—		—			3,169		1.63	%		15,032		1.60	%		87,120		2.14	%		105,321		2.05	%
Certificates of deposit		245		1.90	%		245		2.10	%		—		—			—		—			490		2.00	%

Total Available-for-sale securities	$	245		1.90	%	$	3,914		1.70	%	$	23,456		2.43	%	$	90,481		2.16	%	$	118,096		2.20	%
Total investment securities	$	245		1.90	%	$	3,914		1.70	%	$	25,216		2.46	%	$	90,481		2.16	%	$	119,856		2.21	%

Deposits and Other Borrowed Funds

Total deposits were $1.01 billion at June 30, 2018, an increase of $80.7 million, or 8.7%, from $928.2 million at December 31, 2017. Noninterest-bearing deposits totaled $284.5 million at June 30, 2018, comprising 28.2% of total deposits and increased $109.0 million, or 62.1%, compared to December 31, 2017. The increase in total deposits during the first half of 2018 was primarily due to our core deposit gathering efforts as we strategically decrease our reliance on brokered deposit funding,

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which is used as a short term funding source for the Bank. At June 30, 2018, deposits from municipalities which are secured by a letter of credit issued by the FHLB, represented 13.0% of our total deposits. Deposits of any individual municipality are generally limited to 5% of total assets, and deposits from municipalities are limited to 18% of total assets in the aggregate. Some of these customers utilize our treasury management services, and all maintain deposits of varying types and maturities. As such, we believe that these customers are unlikely to abruptly terminate their relationship with us. However, in the event that we were to lose all or a significant portion of the deposits of one or more of these customers, we believe that we have adequate alternative sources of liquidity to enable us to replace these funds, although the cost of such replacement sources of liquidity could be higher.

Total deposits were $928.2 million at December 31, 2017, an increase of $152.2 million, or 19.6%, from $776.0 million at December 31, 2016. Noninterest-bearing deposits totaled $175.4 million at December 31, 2017, comprising 18.9% of total deposits and increased $9.8 million, or 5.9%, compared to December 31, 2016. The increase in total deposits during 2017 was primarily a result of several successful targeted promotions and business development efforts of new hires to support our continued core deposit growth.

The following table provides information on our deposit composition as of June 30, 2018 and the three years ended December 31, 2017.

Deposit Composition
At June 30, 2018 and December 31, 2017, 2016 and 2015
(Dollars in thousands)

						Years Ended December 31,

	June 30, 2018					Years Ended December 31,
	June 30, 2018					2017					2016					2015
	Balance		Average Rate			Balance		Average Rate			Balance		Average Rate			Balance		Average Rate
Noninterest-bearing demand	$	284,452		—		$	175,446		—		$	165,662		—		$	129,078		—
Interest-bearing—checking, savings and money market		396,667		0.81	%		379,101		0.77	%		369,281		0.67	%		285,623		0.64	%
Time deposits $100,000 or more		212,555		1.59	%		211,674		1.41	%		153,376		1.20	%		110,693		1.09	%
Other time deposits		115,222		1.62	%		161,942		1.30	%		87,672		0.82	%		101,246		0.73	%

	$	1,008,896				$	928,163				$	775,991				$	626,640

The remaining maturity of time deposits at June 30, 2018 and for the years ended December 31, 2017, 2016 and 2015 are as follows:

			Years Ended December 31,

	June 30, 2018		Years Ended December 31,
	June 30, 2018		2017		2016		2015
Three months or less	$	83,441	$	72,864	$	56,109	$	53,676
Over three months through six months		62,773		92,427		25,677		26,183
Over six months through twelve months		82,044		96,916		71,554		42,874
Over twelve months		99,519		111,409		87,708		89,206

	$	327,777	$	373,616	$	241,048	$	211,939

Brokered certificates of deposit decreased to $77.3 million at June 30, 2018, or $38.2 million, from $115.5 million at December 31, 2017. At December 31, 2016, brokered certificates of deposits totaled $62.2 million. In addition, we are a member of the Promontory Interfinancial Network ("Promontory") which gives us the ability to offer Certificates of Deposit Account Registry Service, or CDARS, and Insured Cash Sweep, or ICS, products to our customers who seek to maximize FDIC insurance

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protection. When a customer places a large deposit with us for Promontory, funds are placed into certificates of deposit or other deposit products with other banks in the CDARS and ICS networks in increments of less than $250 thousand so that principal and interest are eligible for FDIC insurance protection. These deposits are part of our core deposit base and not included in the brokered deposit totals above. At June 30, 2018 and December 31, 2017, we had $91.2 million and $62.0 million, respectively, in either CDARS reciprocal or ICS reciprocal products. At December 31, 2016, we had $23.1 million in either CDARS or ICS. The following table reports those certificates of deposit that exceed $100,000 by maturity as of June 30, 2018 and for the three years ended December 31, 2017. At June 30, 2018, certificates of deposit with balances of $250 thousand or more were $165.9 million. As of December 31, 2017 and 2016, certificates of deposit with balances of $250 thousand or more were $119.8 million and $75.9 million, respectively.

Certificates of Deposit Over $100,000 and Greater
At June 30, 2018 and December 31, 2017, 2016 and 2015
(Dollars in thousands)

			Years Ended December 31,

	June 30, 2018		Years Ended December 31,
	June 30, 2018		2017		2016		2015
Three months or less	$	20,567	$	12,455	$	6,474	$	10,941
Over three months through six months		44,710		39,482		16,104		9,679
Over six months through twelve months		65,484		67,742		61,910		21,706
Over twelve months		81,794		91,995		68,888		68,367

	$	212,555	$	211,674	$	153,376	$	110,693

Other borrowed funds, which include federal funds purchased, FHLB advances, and our subordinated notes, were $24.4 million at June 30, 2018, and $24.3 million at December 31, 2017, and consisted solely of subordinated notes for each period. We had no federal funds purchased or FHLB advances at June 30, 2018 and December 31, 2017.

Other borrowed funds were $24.3 million and $51.2 million at December 31, 2017 and 2016, respectively, a decrease of $26.9 million. The decrease in other borrowed funds at December 31, 2017 was attributable to no FHLB advances at December 31, 2017, as deposit growth supported the Bank's funding needs.

The following table reflects the short-term borrowings and other borrowed funds outstanding at June 30, 2018 and December 31, 2017, 2016 and 2015.

Short-Term Borrowings
At June 30, 2018 and December 2017, 2016 and 2015
(Dollars in thousands)

					Years Ended December 31,

	June 30, 2018				Years Ended December 31,
	June 30, 2018				2017				2016					2015
	Amount Outstanding		Weighted Average Rate		Amount Outstanding		Weighted Average Rate		Amount Outstanding		Weighted Average Rate			Amount Outstanding		Weighted Average Rate
Short-term borrowed funds:
Federal funds purchased	$	—		—	$	—		—	$	—		—		$	—		—
FHLB advances—short term		—		—		—		—		27,000		0.85	%		35,650		0.55	%

Total borrowed funds and weighted average rate	$	—		—	$	—		—	$	27,000		0.85	%	$	35,650		0.55	%

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Capital Resources

Capital adequacy is an important measure of financial stability and performance. Our objectives are to maintain a level of capitalization that is sufficient to sustain asset growth and promote depositor and investor confidence.

Regulatory agencies measure capital adequacy utilizing a formula that takes into account the individual risk profile of the financial institution. The minimum capital requirements are: (i) a common equity Tier 1 ("CET1") capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total risk based capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. Additionally, a capital conservation buffer requirement of 1.875% of risk-weighted assets, increasing to 2.5% on January 1, 2019, is designed to absorb losses during periods of economic stress and is applicable to our CET1 capital, Tier 1 capital and total capital ratios. Including the conservation buffer, we currently consider our minimum capital ratios to be as follows: 6.375% for CET1; 7.875% for Tier 1 capital; and 9.875% for Total capital, subject to increase to 7.00% for CET1; 8.50% for Tier 1 capital; and 10.50% for Total capital, on January 1, 2019. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation. Recently enacted legislation directs the federal bank regulatory agencies to develop a "Community Bank Leverage Ratio," calculated by dividing tangible equity capital by average consolidated total assets, of not less than 8% and not more than 10%. If a "qualified community bank," generally a depository institution or depository institution holding company with consolidated assets of less than $10 billion, has a leverage ratio which exceeds the Community Bank Leverage Ratio, then such bank will be considered to have met all generally applicable leverage and risk based capital requirements, the capital ratio requirements for "well capitalized" status under Section 38 of the FDIA, and any other leverage or capital requirements to which it is subject.

Shareholders' equity at June 30, 2018 was $104.0 million, an increase of $5.7 million, compared to $98.3 million at December 31, 2017. The increase in shareholders' equity was attributable to the recognition of net income of $6.1 million through June 30, 2018. Common stock issued as a result of option exercises increased shareholders' equity by $1.1 million for the six months ended June 30, 2018. Accumulated other comprehensive loss increased $1.8 million during the first half of 2018, primarily as a result of the decrease in market value of our available-for-sale investment securities portfolio.

Shareholders' equity at December 31, 2017 was $98.3 million, an increase of $18.5 million, compared to $79.8 million at December 31, 2016. The increase in shareholders' equity was attributable to the recognition of net income of $7.7 million and our common stock issuance which provided $10.0 million in additional capital to the Company to support growth. Common stock issued as a result of option exercises increased shareholders' equity by $263 thousand for the year ended December 31, 2017. Accumulated other comprehensive loss increased $394 thousand during the year ended December 31, 2017, primarily as a result of the revaluation of our net deferred tax assets due to the 2017 Tax Act.

Total shareholders' equity to total assets for June 30, 2018 and December 31, 2017 was 9.1% and 9.3%, respectively, and for December 31, 2016 was 8.8%. Tangible book value per share at June 30, 2018, December 31, 2017, and December 31, 2016 was $9.38, $9.03, and $7.83, respectively. Total risk-based capital to risk-weighted assets for the Company was 13.24% at June 30, 2018 compared to 13.46% at December 31, 2017 and 13.16% at December 31, 2016. Accordingly, we were considered "well capitalized" for regulatory purposes at June 30, 2018, December 31, 2017 and December 31, 2016.

As noted above, regulatory capital levels for the bank and bank holding company meet those established for "well capitalized" institutions. While we are currently considered "well capitalized," we may from time to time find it necessary to access the capital markets to meet our growth objectives or capitalize on specific business opportunities.

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The following table shows the minimum capital requirement and our capital position at June 30, 2018 and December 31, 2017 for the Company and for the Bank.

Capital Components
At June 30, 2018 and December 31, 2017
(Dollars in thousands)

FVCBankcorp, Inc. (Consolidated):

	Actual					For Capital Adequacy Purposes(1)

	Amount		Ratio			Amount			Ratio
At June 30, 2018
Total risk-based capital	$	139,877		13.21	%	$	84,891	³		9.875	%
Tier 1 risk-based capital		107,212		10.13	%		42,346	³		7.875	%
Common equity Tier 1 capital		107,212		10.13	%		47,639	³		6.375	%
Leverage capital ratio		107,212		9.90	%		43,316	³		4.000	%
At December 31, 2017
Total risk-based capital	$	131,410		13.46	%	$	90,337	³		9.250	%
Tier 1 risk-based capital		99,358		10.17	%		70,805	³		7.250	%
Common equity Tier 1 capital		99,358		10.17	%		56,155	³		5.750	%
Leverage capital ratio		99,358		9.81	%		40,523	³		4.000	%

FVCbank:

	Actual					For Capital Adequacy Purposes(1)						To Be Well Capitalized Under Prompt Corrective Action Provisions

	Amount		Ratio			Amount			Ratio			Amount			Ratio
At June 30, 2018
Total risk-based capital	$	134,708		12.77	%	$	84,168	³		9.875	%	$	105,210	³		10.00	%
Tier 1 risk-based capital		126,410		11.98	%		42,084	³		7.875	%		63,126	³		8.00	%
Common equity Tier 1 capital		126,410		11.98	%		47,345	³		6.375	%		68,387	³		6.50	%
Leverage capital ratio		126,410		11.58	%		43,694	³		4.000	%		54,617	³		5.00	%
At December 31, 2017
Total risk-based capital	$	127,020		12.83	%	$	91,594	³		9.250	%	$	99,021	³		10.00	%
Tier 1 risk-based capital		119,295		12.05	%		71,790	³		7.250	%		79,217	³		8.00	%
Common equity Tier 1 capital		119,295		12.05	%		56,937	³		5.750	%		64,364	³		6.50	%
Leverage capital ratio		119,295		11.79	%		40,456	³		4.000	%		50,571	³		5.00	%

(1): Except with regard to the Company's and Bank's Leverage capital ratio, the minimum capital requirement for capital adequacy purposes includes the phased-in portion of the BASEL III Capital Rules conservation buffer.

Liquidity

Liquidity in the banking industry is defined as the ability to meet the demand for funds of both depositors and borrowers. We must be able to meet these needs by obtaining funding from depositors or other lenders or by converting non-cash items into cash. The objective of our liquidity management program is to ensure that we always have sufficient resources to meet the demands of our depositors

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and borrowers. Stable core deposits and a strong capital position provide the base for our liquidity position. We believe we have demonstrated our ability to attract deposits because of our convenient branch locations, personal service, technology and pricing.

In addition to deposits, we have access to the different wholesale funding markets. These markets include the brokered CD market and the federal funds market. We are a member of the Promontory Interfinancial Network, which allows banking customers to access FDIC insurance protection on deposits through our Bank which exceed FDIC insurance limits. We also have one-way authority with Promontory for both their CDARs and ICS products which provides the Bank the ability to access additional wholesale funding as needed. We also maintain secured lines of credit with the FRB and the FHLB for which we can borrow up to the allowable amount for the collateral pledged. Having diverse funding alternatives reduces our reliance on any one source for funding.

Cash flow from amortizing assets or maturing assets also provides funding to meet the needs of depositors and borrowers.

We have established a formal liquidity contingency plan which establishes a liquidity management team and provides guidelines for liquidity management. For our liquidity management program, we first determine our current liquidity position and then forecast liquidity based on anticipated changes in the balance sheet. In this forecast, we expect to maintain a liquidity cushion. We also stress test our liquidity position under several different stress scenarios, from moderate to severe. Guidelines for the forecasted liquidity cushion and for liquidity cushions for each stress scenario have been established. We believe that we have sufficient resources to meet our liquidity needs.

Liquid assets, which include cash and due from banks, federal funds sold and investment securities available for sale, totaled $154.1 million at June 30, 2018, or 13.5% of total assets. We held investments that are classified as held-to-maturity in the amount of $1.8 million at June 30, 2018. To maintain ready access to the Bank's secured lines of credit, the Bank has pledged a portion of its commercial real estate and residential real estate loan portfolios to the FHLB and FRB. Additional borrowing capacity at the FHLB at June 30, 2018 was approximately $155.9 million. Borrowing capacity with the FRB was approximately $49.7 million at June 30, 2018. These facilities are subject to the FHLB and the Federal Reserve approving disbursement to us. In addition, we have investment securities of $109.4 million which are available to pledge at FHLB to provide additional borrowing capacity if needed. We also have unsecured federal funds purchased lines of $109.0 million available to us. We anticipate maintaining liquidity at a level sufficient to protect depositors, provide for reasonable growth and fully comply with all regulatory requirements.

Liquidity is essential to our business. Our liquidity could be impaired by an inability to access the capital markets or by unforeseen outflows of cash, including deposits. This situation may arise due to circumstances that we may be unable to control, such as general market disruption, negative views about the financial services industry generally, or an operational problem that affects a third party or us. Our ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by disruptions in the capital markets or other events. As discussed under the caption "Deposits and Other Borrowed Funds" above, we have a deposit concentration related to municipalities at June 30, 2018. While we believe we have a healthy liquidity position and do not anticipate the loss of deposits of any of the significant deposit customers, any of the factors discussed above could materially impact our liquidity position in the future.

Contractual Obligations

The following table presents, as of June 30, 2018, our significant contractual obligations to third parties on debt and lease agreements and service obligations. For more information about our contractual obligations, see our note "Financial Instruments with Off-Balance Sheet Risk," in the notes to our consolidated financial statements.

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Contractual Obligations
At June 30, 2018
(Dollars in thousands)

	Payments Due by Period

	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
Long-Term Debt Obligations:
Certificates of deposit	$	250,492	$	153,473	$	90,866	$	6,153	$	—
Wholesale deposits		77,285		74,785		2,500		—		—
Subordinated debt		24,367		—		—		—		24,367
Operating lease obligations		8,826		1,334		3,612		2,571		1,309

Total	$	360,970	$	229,592	$	96,978	$	8,724	$	25,676

Financial Instruments with Off-Balance-Sheet Risk and Credit Risk

We are a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet.

The Bank's maximum exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. We evaluate each customer's credit worthiness on a case-by-case basis and require collateral to support financial instruments when deemed necessary. The amount of collateral obtained upon extension of credit is based on management's evaluation of the counterparty. Collateral held varies but may include deposits held by us, marketable securities, accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates up to one year or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. These instruments represent obligations to extend credit or guarantee borrowings and are not recorded on the consolidated statements of financial condition. The rates and terms of these instruments are competitive with others in the market in which we do business.

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers. Those lines of credit may not be drawn upon to the total extent to which we have committed.

Standby letters of credit are conditional commitments we issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. We hold certificates of deposit, deposit accounts, and real estate as collateral supporting those commitments for which collateral is deemed necessary.

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At June 30, 2018 and December 31, 2017, unused commitments to fund loans and lines of credit totaled $200.7 million and $170.8 million, respectively. Commercial and standby letters of credit totaled $8.9 million and $9.7 million at June 30, 2018 and December 31, 2017, respectively.

Quantitative and Qualitative Disclosures About Market Risk

As a financial institution, we are exposed to various business risks, including interest rate risk. Interest rate risk is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the repricings and maturities of interest-earning assets and interest-bearing liabilities, changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers' ability to prepay loans and depositors' ability to redeem certificates of deposit before maturity, changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion, and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR. Our goal is to maximize net interest income without incurring excessive interest rate risk. Management of net interest income and interest rate risk must be consistent with the level of capital and liquidity that we maintain. We manage interest rate risk through an asset and liability committee ("ALCO"). ALCO is responsible for managing our interest rate risk in conjunction with liquidity and capital management.

We employ an independent consulting firm to model our interest rate sensitivity. We use a net interest income simulation model as our primary tool to measure interest rate sensitivity. Many assumptions are developed based on expected activity in the balance sheet. For maturing assets, assumptions are created for the redeployment of these assets. For maturing liabilities, assumptions are developed for the replacement of these funding sources. Assumptions are also developed for assets and liabilities that could reprice during the modeled time period. These assumptions also cover how we expect rates to change on non-maturity deposits such as interest checking, money market checking, savings accounts as well as certificates of deposit. Based on inputs that include the current balance sheet, the current level of interest rates and the developed assumptions, the model then produces an expected level of net interest income assuming that market rates remain unchanged. This is considered the base case. Next, the model determines what net interest income would be based on specific changes in interest rates. The rate simulations are performed for a two year period and include ramped rate changes of down 100 basis points to 400 basis points and up 100 basis points to 400 basis points. In both the up and down scenarios, the model assumes a parallel shift in the yield curve. The results of these simulations are then compared to the base case.

Stress testing the balance sheet and net interest income using instantaneous parallel shock movements in the yield curve of 100 to 400 basis points is a regulatory and banking industry practice. However, these stress tests may not represent a realistic forecast of future interest rate movements in the yield curve. In addition, instantaneous parallel interest rate shock modeling is not a predictor of actual future performance of earnings. It is a financial metric used to manage interest rate risk and track the movement of the Bank's interest rate risk position over a historical time frame for comparison purposes.

At June 30, 2018, our asset/liability position was asset sensitive based on our interest rate sensitivity model. Our net interest income would increase by 1.5% in an up 100 basis point scenario and would increase by 4.5% in an up 400 basis point scenario over a one-year time frame. In the two-year time horizon, our net interest income would increase by 5.4% in an up 100 basis point scenario and would increase by 15.7% in an up 400 basis point scenario. At June 30, 2018 and December 31, 2017, all interest rate risk stress tests measures were within our board policy established limits in each of the increased rate scenarios.

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Additional information on our interest rate sensitivity for a static balance sheet over a one-year time horizon as of June 30, 2018 and December 31, 2017 can be found below.

Interest Rate Risk to Earnings (Net Interest Income)

June 30, 2018					December 31, 2017
Change in interest rates (basis points)		Percentage change in net interest income			Change in interest rates (basis points)		Percentage change in net interest income
	+400		8.70	%		+400		5.35	%
	+300		6.68	%		+300		4.35	%
	+200		4.68	%		+200		3.50	%
	+100		2.48	%		+100		2.06	%
	0		—			0		—
	–100		–2.86	%		–100		–2.82	%
	–200		–7.89	%		–200		–8.54	%

Economic value of equity ("EVE") measures the period end market value of assets less the market value of liabilities and the change in this value as rates change. It models simultaneous parallel shifts in market interest rates, implied by the forward yield curve. The EVE model calculates the market value of capital by taking the present value of all asset cash flows less the present value of all liability cash flows.

The interest rate risk to capital at June 30, 2018 and December 31, 2017 is shown below and reflects that our market value of capital is in a liability position in which an increase in short-term interest rates is expected to generate lower market values of capital. At June 30, 2018 and December 31, 2017, all EVE stress tests measures were within our board policy established limits.

Interest Rate Risk to Capital

June 30, 2018					December 31, 2017
Change in interest rates (basis points)		Percentage change in economic value of equity			Change in interest rates (basis points)		Percentage change in economic value of equity
	+400		–16.60	%		+400		–26.37	%
	+300		–12.34	%		+300		–19.27	%
	+200		–7.54	%		+200		–10.82	%
	+100		–3.35	%		+100		–4.24	%
	0		—			0		—
	–100		2.00	%		–100		1.64	%
	–200		2.13	%		–200		1.28	%

Financial and Statistical Information About Colombo

The following tables present certain financial and statistical information about the assets, liabilities and operations of Colombo. These tables should be read together with, and are qualified by reference to, the historical consolidated financial information contained in Colombo's consolidated financial statements and related notes included in this prospectus. The results included here and elsewhere in this prospectus are not necessarily indicative of future performance.

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Average Balance Sheets and Interest Rates on Interest-Earning Assets and Interest-Bearing Liabilities
For the Six Months Ended June 30, 2018 and 2017

	2018								2017

	Average Balance			Interest Income/ Expense		Average Yield/ Rate			Average Balance			Interest Income/ Expense		Average Yield/ Rate
Assets
Interest-earning assets:
Loans:
Total real estate loans	$	135,012,738		$	3,540,551		5.22	%	$	144,480,147		$	3,602,977		4.96	%
Total commercial loans		17,700,907			502,175		5.72	%		18,511,381			524,928		5.64	%
Consumer loans		449,762			10,801		4.84	%		687,350			12,465		3.61	%

Total loans		153,163,407			4,053,527		5.26	%		163,678,878			4,140,370		5.03	%

Interest bearing/fed funds sold		23,490,201			194,018		1.67	%		22,936,050			108,168		0.94	%
Investment securities		14,091,785			157,079		2.25	%		16,484,273			179,140		2.16	%
FHLB & other stock		1,472,164			44,626		6.11	%		1,781,771			41,742		4.66	%

Total interest-earning assets and interest income		192,217,557			4,449,250		4.60	%		204,880,972			4,469,420		4.34	%



Noninterest-earning assets:
Cash and due from banks		1,014,332								1,054,812
Premises and equipment, net		581,185								721,597
Accrued interest and other assets		1,945,762								2,035,786
Allowance for loan losses		(2,547,123	)							(2,961,741	)

Total assets	$	193,211,713							$	205,731,426



Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing deposits:
Statement Savings	$	20,619,497		$	69,162		0.68	%	$	12,409,062		$	18,045		0.29	%
Money markets		20,258,165			69,027		0.69	%		21,721,381			51,289		0.47	%
CDs		75,363,937			433,621		1.16	%		92,248,784			449,562		0.97	%
NOW accounts		7,489,373			13,055		0.35	%		7,700,405			7,418		0.19	%

Total interest-bearing deposits		123,730,972			584,865		1.21	%		134,079,632			526,314		0.90	%

Other borrowed funds		29,430,945			329,671		2.26	%		35,003,696			506,365		2.88	%

Total interest-bearing liabilities and interest expense		153,161,917			914,536		1.20	%		169,083,328			1,032,679		1.21	%



Noninterest-bearing liabilities:
Demand deposits		18,217,001								15,834,795
Other liabilities		477,988								436,617
Common stockholders' equity		21,354,807								20,376,686

Total liabilities and stockholders' equity	$	193,211,713							$	205,731,426



Net interest income and net interest margin				$	3,534,714		3.71	%				$	3,436,741		3.39	%

The level of net interest income is affected primarily by variations in the volume and mix of assets and liabilities, as well as changes in interest rates. The following table shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities for the six months ended June 30, 2018 and 2017.

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Rate and Volume Analysis
For the Six Months Ended June 30, 2018 and 2017

	2018 Compared to 2017

	Average Volume(3)			Average Rate			Increase (Decrease)
Interest income:
Loans:
Total real estate loans	$	(239,001	)	$	176,575		$	(62,426	)
Total commercial loans		(29,917	)		7,164			(22,753	)
Consumer loans		(4,443	)		2,779			(1,664	)

Total loans		(273,361	)		186,518			(86,843	)

Interest bearing/fed funds sold(1)		393			85,456			85,849
Investment securities(2)		(28,148	)		6,087			(22,061	)
FHLB & other stock		(7,725	)		10,610			2,885
Total interest income		(308,841	)		288,671			(20,170	)

Interest expense:
Interest-bearing deposits:
Statement Savings		11,529			39,588			51,117
Money markets		(4,111	)		21,849			17,738
Time deposits		(87,319	)		71,378			(15,941	)
Wholesale deposits		(302	)		5,939			5,637

Total interest-bearing deposits		(80,203	)		138,754			58,551

Other borrowed funds		(86,447	)		(90,247	)		(176,694	)

Total interest expense		(166,650	)		48,507			(118,143	)
Net interest income	$	(142,191	)	$	240,164		$	97,973

(1): Non-accrual loans are included in average balances and do not have a material effect on the average yield. Interest income on non-accruing loans was not material for the years presented.
(2): The average yields for investment securities are reported on a fully taxable-equivalent basis at a rate of 21% for 2018 and 34% for 2017.
(3): Changes attributable to rate/volume have been allocated to volume.

The following table presents the composition of Colombo's loans receivable portfolio at June 30, 2018 and December 31, 2017.

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Loans Receivable
At June 30, 2018 and December 31, 2017

	June 30, 2018		December 31, 2017

Real estate
Residential	$	27,910,875	$	34,295,932
Commercial		92,061,540		87,913,535
Construction		8,251,654		14,627,463
Commercial		21,054,324		16,606,298
Home equity		3,059,518		3,232,594
Consumer		255,297		643,137

Gross loans		152,593,208		157,318,959
Less:
Allowance for loan losses		2,611,189		2,691,973
Unearned income and (unamortized premiums)		37,742		93,106

Loans receivable, net	$	149,944,277	$	154,533,880

The following table sets forth the repricing characteristics and sensitivity to interest rate changes of Colombo's loan portfolio at June 30, 2018 and December 31, 2017.

Loan Maturities and Interest Rate Sensitivity
At June 30, 2018 and December 31, 2017

June 30, 2018	One Year or Less		Between One and Five Years		After Five Years		Total

Real estate
Residential	$	9,577,130	$	2,637,995	$	15,695,750	$	27,910,875
Commercial		23,487,301		47,145,470		21,428,769		92,061,540
Construction		6,595,563		687,593		968,499		8,251,654
Commercial		14,920,529		1,624,512		4,509,283		21,054,324
Home equity		3,039,082		20,436		—		3,059,518
Consumer		171,822		26,657		56,817		255,297

	$	57,791,427	$	52,142,663	$	42,659,118	$	152,593,208



Fixed-rate loans	$	11,989,894	$	36,481,109	$	38,192,872	$	86,663,875
Floating-rate loans		45,801,533		15,661,554		4,466,246		65,929,333

	$	57,791,427	$	52,142,663	$	42,659,118	$	152,593,208

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December 31, 2017	One Year or Less		Between One and Five Years		After Five Years		Total

Real estate
Residential	$	12,406,853	$	2,796,613	$	19,092,467	$	34,295,932
Commercial		17,121,323		52,264,757		18,527,456		87,913,535
Construction		12,134,651		33,202		2,459,610		14,627,463
Commercial		10,955,567		1,409,950		4,240,782		16,606,298
Home equity		3,178,475		45,694		8,425		3,232,594
Consumer		293,324		31,305		318,507		643,137

	$	56,090,192	$	56,581,521	$	44,647,246	$	157,318,959



Fixed-rate loans	$	9,989,271	$	36,272,294	$	42,999,457	$	89,261,022
Floating-rate loans		46,100,921		20,309,226		1,647,790		68,057,937

	$	56,090,192	$	56,581,521	$	44,647,246	$	157,318,959

The following tables provide information on Colombo's asset quality as of June 30, 2018 and December 31, 2017.

Nonperforming Assets
At June 30, 2018 and December 31, 2017

	June 30, 2018			December 31, 2017

Nonperforming assets:
Nonaccrual loans	$	1,684,902		$	3,084,415
Loans contractually past-due 90 days or more		179,533			235,592

Total nonperforming loans (NPLs)	$	1,864,435		$	3,320,007

Other real estate owned (OREO)		446,600			—

Total nonperforming assets (NPAs)	$	2,311,035		$	3,320,007



Performing troubled debt restructurings (TDRs)	$	1,412,053		$	1,298,456



NPLs/Total Assets		0.97	%		1.70	%
NPAs/Total Assets		1.21	%		1.70	%
NPAs and TDRs/Total Assets		1.94	%		2.36	%
Allowance for loan losses/NPLs		140.05	%		81.08	%

Nonperforming Loans by Type
At June 30, 2018 and December 31, 2017

	June 30, 2018		December 31, 2017

Real estate
Residential	$	214,254	$	1,771,751
Commercial		760,684		612,011
Commercial		676,269		901,692
Home equity		213,229		34,553

	$	1,864,435	$	3,320,007

The following tables present information pertaining to the activity in and allocation of the allowance for loan losses by loan type and the percentage of the loan type to the total loan portfolio. The allocation of the allowance for loan losses to a category of loans is not necessarily indicative of

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future losses or charge-offs, and does not restrict the use of the allowance to any specific category of loans.

Allowance for Loan Losses
For the Six Months Ended June 30, 2018 and 2017 and Year Ended December 31, 2017

	Six Months Ended June 30,						Year Ended December 31,

	2018			2017			2017
Beginning balance	$	2,691,973		$	2,947,262		$	2,947,262
Provision for loan losses		(200,000	)		—			(1,000,000	)
Loans charged off:
Real estate
Residential		—			(55,201	)		(55,201	)
Commercial		—			—			(2,850	)
Commercial		(225,423	)		—			—
Consumer		—			(3,205	)		(3,450	)

Total loans charged off		(225,423	)		(58,406	)		(61,501	)
Recoveries:
Real estate
Residential		25,848			52,236			107,583
Commercial		35,626			4,371			623,716
Construction		245,873			—			—
Commercial		9,497			7,118			13,118
Home equity		27,795			38,341			60,802
Consumer		—			446			993

Total recoveries		344,639			102,512			806,212
Net (charge offs) recoveries		119,216			44,106			744,711

Ending balance	$	2,611,189		$	2,991,368		$	2,691,973

	June 30,						Year ended December 31,

Loans:	2018			2017			2017
Balance at period end, net of fees	$	152,555,466		$	161,136,973		$	157,225,853
Allowance for loan losses to loans receivable, net of fees		1.71	%		1.86	%		1.71	%
Net charge-offs (recoveries) to average loans receivable, annualized		(0.16	)%		(0.05	)%		(0.46	)%

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Allocation of the Allowance for Loan Losses
At June 30, 2018 and December 31, 2017

	June 30, 2018				December 31, 2017

Real estate		Allocation	% of Total*			Allocation	% of Total*
Residential	$	591,977	18.29	%	$	645,841	21.80	%
Commercial		1,406,823	60.33	%		1,290,619	55.88	%
Construction		184,706	5.41	%		331,141	9.30	%
Commercial		143,907	13.80	%		369,157	10.56	%
Home equity		32,393	2.01	%		36,215	2.05	%
Consumer		2,604	0.16	%		7,936	0.41	%
Unallocated		248,779	0.00	%		11,064	0.00	%

Total allowance for loan losses	$	2,611,189	100.00	%	$	2,691,973	100.00	%

*: Percentage of loan type to the total loan portfolio.

The following table reflects the composition of Colombo's investment portfolio, at amortized cost, at June 30, 2018 and December 31, 2017.

Investment Securities
At June 30, 2018 and December 31, 2017

	June 30, 2018					December 31, 2017

	Balance		Percent of Total			Balance		Percent of Total
Available-for-sale
U.S. Government agency	$	2,878,181		21.35	%	$	2,975,645		20.07	%
Mortgage-backed securities		7,230,821		53.65	%		8,105,400		54.68	%
Collateralized mortgage obligations		3,369,955		25.00	%		3,743,620		25.25	%

Total investment securities	$	13,478,957		100.00	%	$	14,824,665		100.00	%

The following tables present the amortized cost of Colombo's investment portfolio by their stated maturities, as well as the weighted average yields for each of the maturity ranges at June 30, 2018 and December 31, 2017.

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Investment Securities by Stated Maturity
At June 30, 2018 and December 31, 2017

	At June 30, 2018

	Within One Year				One to Five Years					Five to Ten Years					Over Ten Years					Total
	Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
Available-for-sale
U.S. Government agency	$	—		—	$	1,493,928		2.00	%	$	855,264		3.88	%	$	606,487		2.22	%	$	2,955,679		2.59	%
Mortgage-backed securities		—		—							2,623,249		2.51	%		4,871,743		3.15	%		7,494,992		2.93	%
Collateralized mortgage obligations		—		—		63,375		5.50	%		—		—			3,504,804		2.13	%		3,568,178		2.19	%

Total available-for-sale securities	$	—		—	$	1,557,303		2.14	%	$	3,478,513		2.85	%	$	8,983,034		2.69	%	$	14,018,850		2.67	%
Total investment securities	$	—		—	$	1,557,303		2.14	%	$	3,478,513		2.85	%	$	8,983,034		2.69	%	$	14,018,850		2.67	%

	At December 31, 2017

	Within One Year					One to Five Years					Five to Ten Years					Over Ten Years					Total
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
Available-for-sale
U.S. Government agency	$	—		—		$	1,493,234		2.00	%	$	859,419		3.88	%	$	637,098		2.22	%	$	2,989,751		2.59	%
Mortgage-backed securities		1,612		2.79	%		—		—			1,789,114		2.50	%		6,395,518		2.90	%		8,186,245		2.81	%
Collateralized mortgage obligations		—		—			71,336		5.50	%							3,809,120		2.14	%		3,880,456		2.20	%

Total available-for-sale securities	$	1,612		2.79	%	$	1,564,570		2.16	%	$	2,648,533		2.95	%	$	10,841,044		2.59	%	$	15,055,759		2.61	%
Total investment securities	$	1,612		2.79	%	$	1,564,570		2.16	%	$	2,648,533		2.95	%	$	10,841,044		2.59	%	$	15,055,759		2.61	%

The remaining maturity of time deposits with balances over $100,000 at June 30, 2018 and December 31, 2017 are as follows:

Certificates of Deposit Over $100,000
At June 30, 2018 and December 31, 2017

	June 30, 2018		December 31, 2017

Three months or less	$	5,879,525	$	21,683,164
Over three months through six months		4,479,070		18,534,774
Over six months through twelve months		30,711,869		8,688,216
Over twelve months		12,928,169		9,270,214

	$	53,998,633	$	58,176,369

The following table reflects the short-term borrowings outstanding at June 30, 2018 and December 31, 2017.

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Short-Term Borrowings
At June 30, 2018 and December 31, 2017

	June 30, 2018					December 31, 2017

	Amount Outstanding		Weighted Average Rate			Amount Outstanding		Weighted Average Rate
Short-term borrowed funds:
Federal funds purchased	$	—		—		$	—		—
FHLB advances—short term		5,000,000		1.98	%		12,000,000		2.05	%

Total borrowed funds and weighted average rate	$	5,000,000		1.98	%	$	12,000,000		2.05	%

The following table shows the minimum capital requirement and capital position at June 30, 2018 and December 31, 2017 for Colombo Bank.

Capital Components
At June 30, 2018 and December 31, 2017
(In thousands)

	Actual					For Capital Adequacy Purposes						To Be Well Capitalized Under Prompt Corrective Action Provisions

	Amount		Ratio			Amount			Ratio			Amount			Ratio
At June 30, 2018
Total risk-based capital	$	22,377		16.96	%	$	13,032	³		9.875	%	$	13,197	³		10.00	%
Tier 1 risk-based capital		20,715		15.70	%		10,393	³		7.875	%		10,557	³		8.00	%
Common equity Tier 1 capital		20,715		15.70	%		8,413	³		6.375	%		8,578	³		6.50	%
Leverage capital ratio		20,715		10.86	%		7,631	³		4.000	%		9,539	³		5.00	%

At December 31, 2017
Total risk-based capital	$	22,578		16.60	%	$	12,581	³		9.250	%	$	13,601	³		10.00	%
Tier 1 risk-based capital		20,889		15.36	%		9,861	³		7.250	%		10,881	³		8.00	%
Common equity Tier 1 capital		20,889		15.36	%		7,821	³		5.750	%		8,841	³		6.50	%
Leverage capital ratio		20,889		10.54	%		7,927	³		4.000	%		9,909	³		5.00	%

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BUSINESS

Our History and Market Area

FVCBankcorp, Inc. is a registered bank holding company headquartered in Fairfax, Virginia. We operate primarily through our sole subsidiary, FVCbank, a community oriented, locally-owned and managed commercial bank organized under the laws of the Commonwealth of Virginia. We serve the banking needs of commercial businesses, nonprofit organizations, professional service entities, and their respective owners and employees located in the greater Washington, D.C. metropolitan and Northern Virginia area. We believe the size, growth and increasing economic diversity of the Washington, D.C. metropolitan and Northern Virginia area, when combined with our banking strategy, provides us with excellent opportunities for long-term, sustainable growth. We aim to capitalize on market opportunities while maintaining a disciplined and conservative credit underwriting culture. Our focus on providing high-touch, responsive relationship-based client service allows us to compete in the market, meeting and exceeding the needs of our customers.

In addition to the presence of the Federal Government, the Washington MSA is defined by attractive market demographics, including strong household incomes, dense populations and the presence of a diverse group of large and small businesses. As of December 31, 2017, the Washington MSA had a median household income of $99,400, which ranks as fourth among all metropolitan statistical areas nationally, and a population of 6.2 million. The Virginia and Maryland localities within the Washington MSA in which we primarily operate have higher median household incomes than the Washington MSA as a whole. The significant presence of national and international businesses make the Washington MSA one of the most economically vibrant and diverse markets in the country. The Washington MSA is currently home to 15 Fortune 500 companies, including 9 based in Fairfax County.

Our approach features competitive customized financial services offered to customers and prospects in a personal relationship context by seasoned professionals. We provide a full range of banking services that become integral to our customers' business operations, which helps to enhance our ability to retain our relationships. We offer a better value proposition to our customers by providing high-touch service with few added fees. Our capabilities and reputation enable us to be selective in loan and customer selection, which contributes to our strong asset quality, and our ability to provide multiple services to customers.

Since the Bank began operations in November 2007, on the cusp of the most significant economic downturn since the Great Depression, it has grown largely organically, through de novo branch expansion and banker and customer acquisition, and one whole-bank acquisition. In 2012, we completed the acquisition of 1st Commonwealth Bank of Virginia, a $58.9 million asset savings and loan association in Arlington, Virginia.

We intend to continue expanding our market position through organic growth through expansion of our relationships with our existing customers, acquisition of new customers and acquisition of seasoned bankers with strong customer relationships, through selective branching, and potentially opportunistic acquisitions, such as our pending acquisition of Colombo, while increasing profitability, maintaining strong asset quality and a high level of customer service.

Our success has been driven by our mission to help our clients, communities and employees prosper. We strive to exceed our clients' expectations by delivering superior, personalized client service

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supported with high quality bank products and services. We invest in the growth of our employees and we give back to the communities in which we do business to foster a brighter future for everyone who lives there. Much of our early growth was the result of the active promotion by our organizing shareholders, our Board of Directors, our advisory board and our shareholders generally. Many of our shareholders are customers. We receive referrals from existing customers and all employees are encouraged to promote the Company. We believe having such a large group of individuals actively promote us has and will continue to augment our ability to generate both deposits and loans through staff and management led marketing and calling campaigns. As we have grown, we have increased our reliance on management originated customer relationships, but believe that our strong network of personal, customer and shareholder relationships and referrals will continue to be a significant factor in our business development strategy.

Our vision is to be known as the number one community bank in experience and service in our community. Our passion is to provide the utmost banking experience for each of our clients, to create a positive and empowering work environment for our employees, to fulfill our obligation of corporate citizenship in the communities in which we operate and to ensure that our Bank increases profitability and grows prudently, ensuring its strength and continuity, and increasing shareholder value.

The Company was established as the holding company for the Bank in 2015.

The Merger

On May 3, 2018, we entered into the merger agreement with Colombo, which is expected to result in a significantly expanded footprint for the Bank, with five additional branch offices in Washington, D.C., Bethesda, Rockville and Silver Spring, Maryland in the Washington, D.C. suburbs, and in Baltimore, Maryland. We already lend in these markets. At June 30, 2018, 35% of our loans outstanding were made to borrowers located in, or secured by collateral located in, Maryland or Washington, D.C. We believe that the merger will enable us to better capitalize on relationships we and Colombo currently have in those markets, and to expand our platform for serving the banking needs of small and medium size businesses and their owners and key employees, real estate investors and developers and professionals and their practices, doing business in these vibrant commercial and residential markets.

Pursuant to the merger agreement, each of the 344,248,084 shares of Colombo's common stock outstanding, other than shares with respect to which dissenters' rights have been properly exercised, will be converted into the right to receive a combination of: (i) the number of shares of our common stock determined by dividing $0.043492 by the average of the closing price per share of our common stock for the five trading days ending on and including the second trading day immediately prior to the closing of the merger, rounded to six decimal places and (ii) cash in an amount equal to $0.053157 per share of Colombo common stock. Any beneficial owner of Colombo common stock that would be entitled to receive fewer than 100 shares of our common stock will be entitled to elect to receive only cash, in an amount equal to $0.096649 per share of Colombo common stock.

If the merger were completed as of June 30, 2018, and the average closing price for the common stock were $ per share (the midpoint of the range set forth on the cover page of this prospectus), we expect that we would issue approximately shares of common stock and cash consideration of approximately $18.3 million in the merger, assuming no shareholders elected to receive all cash consideration. In that event, former shareholders of Colombo would own approximately % of our common stock outstanding after the consummation of this offering and the merger, and Colombo's principal shareholder, Morton A. Bender and his spouse, who own an aggregate of 98.47% of Colombo's outstanding common stock, would own an aggregate of % of our common stock after the consummation of this offering and the merger. Mr. Bender has entered into a support agreement with us pursuant to which he has agreed, subject to limited exceptions, to vote all of the shares of

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Colombo common stock over which he has or shares voting power in favor of the merger, as a result of which, shareholder approval of the merger is assured.

Colombo's Financial Condition and Results of Operations. As of June 30, 2018, Colombo had an aggregate of $191.5 million of assets, $152.6 million of loans, $141.8 million of deposits and $21.3 million of shareholders' equity. At June 30, 2018, Colombo's nonperforming assets (consisting of nonaccrual loans, troubled debt restructured loans, loans past due 90 days or more and still accruing interest and other real estate owned) were approximately $2.3 million, or 1.2% of total assets. A significant portion of these nonperforming assets, $1.9 million, or 82% of Colombo's nonperforming assets, relate to loans made prior to December 31, 2013.

For the six months ended June 30, 2018 and the year ended December 31, 2017, Colombo had earnings of $346 thousand and $1.0 million, respectively. Colombo's net interest margin for the six months ended June 30, 2018 and year ended December 31, 2017 were 3.71% and 3.45%, respectively, and its return on average equity was 3.25% and 5.02%, respectively. Its efficiency ratio for the six months ended June 30, 2018 and the year ended December 31, 2017 was 96.05% and 99.14%, respectively. We expect that we will be able to achieve cost savings of approximately 35% of Colombo's noninterest expenses by early 2019. Colombo had a net operating loss carryforward of approximately $30.6 million at December 31, 2017, which will begin expiring during the year ended December 31, 2023, against which it had a valuation allowance of approximately $10.3 million. We expect that we will be able to utilize these carryforwards, subject to limitation under Section 382 of the Code, to offset our income in future periods.

At June 30, 2018, Colombo's loan portfolio consisted primarily of commercial loans, commercial real estate loans-owner occupied and income producing, including multifamily residential loans, loans on 1 - 4 family residential properties, and construction loans, as set forth below:

(Dollars in thousands)	Amount

Commercial real estate	$	92,062	60.33	%
Commercial and industrial		21,054	13.80
Commercial construction		8,252	5.41
Consumer residential		30,970	20.30
Consumer nonresidential		255	0.16

Total	$	152,593	100.00	%

Rationale for the Merger. We believe our proposed acquisition of Colombo will support our current business and allow us to expand our presence in adjacent markets where we lend, but in which we have no physical presence. Colombo's branch locations strengthen our strategy as they enable us to add lenders and banking services in areas where we currently lend. As of June 30, 2018, 35% of FVCbank's loans outstanding were made to borrowers located in, or secured by collateral located in, Maryland or Washington, D.C. We expect that our strong infrastructure and wide range of products and services will allow us to develop deeper relationships with Colombo's current customers, as well as enhance our platform for generating new relationships.

We believe a number of factors will position us for significant improvements in growth and earnings within Colombo's franchise:

•: Colombo's growth was severely constrained for several years while it was subject to a regulatory consent order, including compliance with higher than standard capital requirements and a detailed business plan, until it was released from the order in August 2016.
•: Colombo's current management spent years cleaning up legacy problem assets, improving internal processes and procedures and expending significant resources to comply with the order, rather than growing the bank.

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•: Relieved of the order and the need to expend significant efforts and resources on problem asset resolution and compliance with the order, Colombo's management can focus on developing Colombo's current customers, and growing their customer base—they can, with the support of our lenders, business development officers, back office personnel and broader product offerings, "go on offense" for the first time after many years of "playing defense," and increase loans, deposits and profitability. Termination of the order also contributes to the potential for significant cost savings.
•: Colombo has dealt with substantially all of its problem assets—at June 30, 2018 it has only $2.3 million of nonperforming assets, $1.9 million of which relate to loans made prior to December 31, 2013.

We believe that we will be able to efficiently integrate Colombo's operations, expand its business opportunities and enhance our profitability. Specifically, the Colombo merger provides the following opportunities that support our strategic initiatives:

•: Colombo's branches, all of which are currently profitable, provide us with the opportunity to leverage our ability to service customers in Maryland and Washington, D.C. Colombo's footprint provides branch support in Montgomery County, one of the largest government contractor markets in the country. We believe our seasoned government contracting team can more effectively support government contractor companies in Maryland with a more extensive branch network.
•: Colombo's seasoned executives who will join our team, including its President and its Chief Lending Officer, have substantial lending experience, and can expand their lending targets with a higher loan to one borrower limit, a broader product platform and extensive back office support. Many of Colombo's current customers have greater borrowing needs than its capital can support, needs that our greater capital resources can satisfy, and our deposit and treasury management products are more sophisticated and provide greater customer utility than any product offered by Colombo.
•: Market disruption resulting from recent acquisitions provides further opportunity to attract top talent in Colombo's footprint to further enhance market opportunities in Maryland and Washington, D.C.

We believe that the similar opportunities to capitalize on merger activity and to serve dissatisfied or displaced customers exists in the Baltimore market as exists in and around Washington, D.C.

The tables below reflect merger activity in and around Baltimore, Maryland since 2012.

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The following table reflects the decline in the number of banks serving the Baltimore-Colombia-Townson MSA.

Our Products and Services

We emphasize providing commercial banking services to small and medium-sized businesses, professionals, non-profit organizations and associations, and investors living and working in and near our service area. We offer retail banking services to accommodate the individual needs of both corporate customers as well as the communities we serve. We also offer online banking, mobile banking and a remote deposit service, which allows clients to facilitate and expedite deposit transactions through the use of electronic devices. A sophisticated suite of treasury management products is a key feature of our client focused, relationship driven marketing. We have partnered with experienced service providers in both insurance and merchant services to further augment the products available to our customers.

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Lending Products

We provide a variety of lending products to small and medium-sized businesses, including (i) commercial real estate loans (ii) commercial construction loans (ii) commercial loans for a variety of business purposes such as for working capital, equipment purchases, lines of credit, and government contract financing; (iii) SBA lending; (iv) asset based lending and accounts receivable financing; (v) home equity loans, or HELOCs; and (vi) consumer loans for constructive purposes. Although we do not generally actively originate them, we have acquired pools of other types of loans, and we have purchased whole residential loans in our market area, student loans and other consumer loans, in order to diversify the loan portfolio, put capital to work before organic loan production requires it, and to increase margin. We may also purchase participations from other banks in our market. Any acquired loans must meet our standard underwriting requirements. The table below illustrates our loan portfolio composition and growth over the past five years:

Commercial Real Estate Loans. Commercial real estate loans, which comprise the largest portion of the loan portfolio, are secured by both owner occupied and investor owned commercial properties, including multi-family residential real estate. Commercial real estate loans are structured using both variable and fixed rates and renegotiable rates which adjust in three to five years, with maturities of generally five to ten years. At June 30, 2018, owner occupied commercial real estate loans represented 13.0% of the loan portfolio. At June 30, 2018, non-owner occupied commercial real estate loans represented approximately 35.1% of the loan portfolio and multi-family residential real estate comprised 5.9% of the portfolio. We seek to mitigate lending risks typical of this type of loan such as declines in real estate values, changes in borrower cash flow and general economic conditions. We typically require a maximum loan to value of 80% and minimum cash flow and debt service coverages, of at least 1.20 to 1.0. Personal guarantees are generally required, but may be limited. We generally require that interest rates adjust not less frequently than five years. For purposes of geographic diversification, we will also make commercial real estate loans outside of our primary and secondary markets, in an area extending south to Richmond, Virginia, and north to Baltimore, Maryland, and between Winchester, Virginia and the Eastern Shore of Maryland.

Construction Loans. Commercial construction loans for the acquisition, development and construction of commercial real estate also comprise a significant and growing portion of the portfolio. At June 30, 2018, such loans represented 14.6% of the loan portfolio. Our typical commercial

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construction loan involves property that will ultimately be leased to a non-owner occupant. We will finance construction projects of a speculative nature, which are well-conceived and structured with appropriate interest reserves and analyzed fully. In underwriting commercial construction loans, we consider the expected costs of the transaction, the loan to value ratio, the credit history, cash flows and liquidity of the borrower, the project and the guarantors, the debt service coverage ratios (which are stressed prior to approval), take out sources for the permanent loan or repayment of the construction loan, the reputation, experience and qualifications of the borrower, the general contractor and others involved with the project and other factors. Commercial construction loans are generally made on a variable rate basis, typically based on the Wall Street Journal Prime Rate and subject to rate floors, for terms of 12 - 24 months. Generally, we do not make commercial construction loans outside of our primary or secondary market areas.

Commercial Loans, Government Contracting. Commercial loans for a variety of business purposes, including working capital, equipment purchases, lines of credit, and government contract financing and asset based lending and accounts receivable financing, comprise approximately 11.6% of our loan portfolio at June 30, 2018. We will make commercial loans on a secured or unsecured basis. We will generally require the owners, managing members, general partners and principals of the borrowing entity or that control more than 20% of the borrower to guaranty the loan, unless a combination of low leverage, significant income and debt service coverage ratios, and substantial experience in operating the business, strong management and internal controls and/or other factors are demonstrated. Commercial loans are typically made with variable or adjustable rates. The cash flow of the borrower/borrower's operating business is often the principal source of debt service, with a secondary emphasis on other collateral.

We have developed a special expertise in government contract financing. We will lend to government contractors or subcontractors headquartered in the Washington, D.C. metropolitan area. This area of lending encompasses lines of credit for working capital, financing of government leases, and, less frequently term, loans, to operating companies that recognize over 50% of their total revenues from services provided to federal government agencies or rated state and municipal governments. Our borrowers are typically engaged in technology or service businesses, but may also include construction and equipment providers, or entities working on "black" projects. A government contractor borrower must have an acceptable level of eligible accounts receivable, provide appropriate security instruments perfecting our rights in the accounts receivable or other collateral, and are subject to periodic review and monitoring of their receivables, contract backlog and contract compliance. The contractor is typically required to have its primary deposit relationship with us. Advance rates will be up to 90% of prime eligible government receivables, and lower percentages depending on the nature of the receivables. At June 30, 2018, outstanding loans to government contractors represented 3.6% of our commercial and industrial segment. Total commitments to government contractors totaled $89.8 million at June 30, 2018, or 34.6% of outstanding commercial and industrial commitments. Government contact loans are typically made with variable or adjustable rates. Lines of credit typically have a one year term. As with other commercial loans, guarantees are typically required.

Consumer Residential. We actively originate HELOCs in the communities we serve in the Washington MSA. Our HELOCs generally have a maximum loan to value of up to 85%, however, due to the favorable economic conditions and strong residential real estate market in the Washington MSA, actual loan to values are typically lower than the maximum. We provide HELOCs as a service to our customers and when we receive referrals from various mortgage brokers within our market area. As of June 30, 2018, HELOCs comprise 8.1% of total loans. While we do not originate residential first mortgages, we will occasionally originate a mortgage loan meeting our investment preferences presented by a mortgage broker. We have also purchased portfolios of 1-4 family residential first mortgage loans on properties located in our market area for yield and diversification. At June 30, 2018, 1-4 family residential mortgage loans represented 2.8% of the loan portfolio.

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Other Loans. We occasionally originate consumer loans both on an unsecured basis and secured by non-real estate collateral. We have also purchased pools of unsecured consumer loans and student loans from a third party for yield and diversification.

The lending activities in which we engage carry the risk that the borrowers will be unable to perform on their obligations. As such, interest rate policies of the Federal Reserve and general economic conditions, nationally and in our market areas, could have a significant impact on our results of operations. To the extent that economic conditions deteriorate, business and individual borrowers may be less able to meet their obligations to us in full, in a timely manner, resulting in decreased earnings or losses. Economic conditions may also adversely affect the value and liquidity of property pledged as security for loans.

Our goal is to mitigate risks in the event of unforeseen threats to the loan portfolio as a result of economic downturn or other negative influences. Plans for mitigating inherent risks in managing loan assets include: carefully enforcing loan policies and procedures, evaluating each borrower's business plan during the underwriting process and throughout the loan term, identifying and monitoring primary and alternative sources for loan repayment, and obtaining collateral to mitigate economic loss in the event of liquidation. Specific loan reserves are established based upon credit and/or collateral risks on an individual loan basis. A risk rating system is employed to proactively estimate loss exposure and provide a measuring system for setting general and specific reserve allocations.

Our lending activities are subject to a variety of lending limits imposed by state and federal law. These limits will increase or decrease in response to increases or decreases in our level of capital. At June 30, 2018, the Bank had a legal lending limit of $20.2 million. At June 30, 2018, our average funded loan size outstanding for commercial real estate (including commercial construction) and commercial loans was $1.2 million and $245 thousand, respectively. In accordance with internal lending policies, we may sell participations in its loans to other banks, which allows us to manage risk involved in these loans and to meet the lending needs of our clients.

Concentrations of Credit Risk. Most of our lending is conducted with businesses and individuals in the suburbs of Washington, D.C. Our loan portfolio consists primarily of commercial real estate loans, including construction and land loans, which totaled $713.1 million and constituted 74.5% of total loans as of June 30, 2018, and commercial loans, including loans to government contractors, which totaled $110.5 million and constituted 11.6% of total loans as of June 30, 2018. The geographic concentration of our loans subjects our business to the general economic conditions within our market area. The merger with Colombo will somewhat reduce the geographic concentration of our loans, but our current and prospective market areas are largely affected by the same general economic factors that currently affect us. The risks created by such concentrations have been considered by management in the determination of the adequacy of the allowance for loan losses. Management believes the allowance for loan losses is adequate to cover probable incurred losses in our loan portfolio as of June 30, 2018.

Comprehensive risk management practices and appropriate capital levels are essential elements of a sound commercial real estate lending program. A concentration in commercial real estate adds a dimension of risk that compounds the risk inherent in individual loans. The federal banking agencies have issued guidance governing financial institutions with concentrations in commercial real estate lending. The guidance provides that institutions that have (1) total reported loans for construction, land development, and other land which represent 100% or more of an institution's total risk-based capital; or (2) total reported commercial real estate loans, excluding loans secured by owner-occupied commercial real estate, representing 300% or more of the institution's total risk-based capital and the institution's commercial real estate loan portfolio has increased 50% or more during the prior 36 months, are identified as having potential commercial real estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may

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be required to hold higher levels of capital. We have a concentration in commercial real estate loans, and we have experienced significant growth in our commercial real estate portfolio in recent years. From June 30, 2015 through June 30, 2018, our non-owner-occupied commercial real estate loan balances increased by $148.6 million, or 79.5%, and our commercial construction, development and land loan balances increased by $96.8 million, or 229.8%. As of June 30, 2018, commercial real estate loans as defined for regulatory purposes represented 397.0% of our total risk-based capital. Of those loans, commercial construction, development and land loans represented 103.1% of our total risk based capital. Owner-occupied commercial real estate loans represented an additional 92.0% of our total risk based capital. If the merger with Colombo had closed as of June 30, 2018, commercial real estate loans would represent 442.6% of our total risk-based capital, including commercial construction, development and land loans which would represent 114.3% of our total risk based capital. Management has extensive experience in commercial real estate lending, and has implemented and continues to maintain heightened portfolio monitoring and reporting, and strong underwriting criteria with respect to our commercial real estate portfolio.

Deposit Products

We offer a wide array of deposit products for individuals, professionals, government contractors and other businesses, including interest and noninterest-bearing transaction accounts, certificates of deposit and money market accounts. We are a relationship based bank, and maintenance of significant deposit relationships is a factor in our decision to make loans and the pricing of our products.

Our sophisticated treasury management and online banking platform allows a commercial customer to view balances, initiate payments, pay bills (including positive pay), issue stop payments, reconcile accounts and set up custom alerts. Online wires, ACH (including positive authorization), remote capture, cash disbursement and cash concentration are additional payment options available to businesses. We provide customers with a sophisticated escrow management product which facilitates and simplifies management of multiple escrow balances. We also provide secure credit card processing and merchant services, with reporting tailored to customer needs. We also offer online and mobile banking products to our consumer depositors, to complement our branch network.

The following chart and table provide information regarding the growth and composition of our deposit base at June 30, 2018:

Other Services

Through third party networks, we offer our customers access to a full range of business insurance products and business and consumer credit card products.

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Our Strategy

Our strategy remains focused on strong organic asset growth and continued core deposit growth, organically and through select strategic acquisitions in and around the Washington, D.C. metropolitan and Northern Virginia area, and increased profitability. We endeavor to instill a culture of high performance by hiring top talent and establishing clear goals and objectives. We position ourselves to be able to capitalize on market disruptions and opportunities as they arise, while maintaining a disciplined and conservative credit underwriting culture. By providing timely financial solutions to our customers, we endeavor to distinguish ourselves and compete effectively against other community banks and the larger regional and national banks that operate in our markets.

•: High-touch banking strategy. We focus on establishing extensive, multifaceted relationships with customers through superior service provided through responsive decision-making and empowering personnel to respond quickly and strategically to customers' needs, and product offerings that meet customer needs and provide value to their operations. We focus on lending to and banking commercial businesses (including government contractors), nonprofit organizations, title and escrow companies, professional service entities, and their respective owners and employees located in our market. We believe our customers are attracted by, and require, our premium service and products, as well as ready access to decision makers, including senior management. We operate full-service branches and employ lenders with strong underwriting credentials, extensive connections in their markets and the autonomy to make decisions. We approach customer service with a team approach, which allows our lenders to focus on the loans, while experienced business development officers work with customers to provide deposit, cash management, technology and other services.

Our technology products include, among other things, remote deposit capture, sophisticated online internet-based cash management systems, mobile banking, and internal core deposit generating sweep services that allow businesses to earn interest on their excess funds. Unlike many other banks in our market area, we provide our remote deposit capture hardware and software to our commercial and governmental customers free of charge, which provides potential customers with a low cost avenue to begin banking with us and allows us to stay closely integrated with such customers. As of June 30, 2018, deposits made by our commercial customers using remote deposit capture represent, on average, more than half of our deposits on a daily basis. Reliance on this technology by our customers allows us to minimize branches and other physical facilities, and should allow us to remain an integral part of our customer's financial affairs, enhancing customer retention.

Our directors, officers and employees are active in the communities we serve, which further enhances our responsiveness in developing products and services. Our executive officers frequently accompany our loan officers and business development officers on customer and prospective customer meetings. We believe that one clear distinction in our community bank model is our multi-faceted outreach to our customers and prospective businesses in our community. We encourage all of our employees to promote our products and services. This approach produces clear competitive advantages by delivering an extraordinary customer experience and fostering a culture dedicated to achieving superior external and internal results.

We plan to continue to emphasize our high-touch banking strategy to organically grow our presence in the Washington, D.C. metropolitan and Northern Virginia area by hiring and retaining experienced, knowledgeable, high-performing professionals in every area of the Company and providing technology that allows our teams to streamline processes and continually enhance the customer experience. Our growth over recent years has contributed to a broader recognition of our desire to be the best community bank in the communities we serve.

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As such, we actively consider hiring top talent when the opportunities arise. Specifically, our organic growth strategy includes:

•: Supporting our existing bankers with a team approach to continue the Bank's growth trajectory, as measured by loans, deposits and loan fee income, while enhancing profitability by leveraging our existing operating platform;
•: Attracting and retaining additional experienced lenders and business development officers, with established relationships with customers; and
•: Using technology to improve efficiency and enhance customer experience, while preserving our commitment to responsive customer service and strong risk management culture.

•: Focus on Profitability. Since we achieved profitability on an annual basis in 2010, our net income has increased at a 36% CAGR, and diluted earnings per share have increased at a 28% CAGR through the year ended December 31, 2017. Our plans for growth are intended to further enhance our earnings and efficiency, and increase shareholder value, and are not geared to growth solely for the sake of increasing our asset levels. We are selective in our lending and customer relationships, seeking quality loans, reasonably priced for risk, and customers whose overall relationship will enable us to profitably grow, increase our earnings and increase shareholder value.

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(1): Our earnings for the year ended December 31, 2017 includes one-time charges to reduce the carrying value of net deferred tax assets by $2.0 million, required as a result of the reduction in the maximum federal corporate income tax rate to 21% in the 2017 Tax Cuts and Jobs Act, or the 2017 Tax Act. As a result, earnings, and metrics and ratios based on earnings, were adversely affected. Absent these one-time charges, our net income and Diluted EPS, for the year ended

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December 31, 2017 would have been $9.7 million and $0.84 per share, respectively, and our 2013 to 2017 net income CAGR and Diluted EPS CAGR would be 45% and 35% respectively; and our return on average assets, or ROAA, and Return on Average Equity, or ROAE, for the year ended December 31, 2017 would have been 1.02% and 10.92%, respectively, and our 2013 to 2017 ROAA CAGR and ROAE CAGR would be 20% and 27%, respectively. For a reconciliation of these pro forma ratios, please refer to "Selected Historical Financial Data of FVCB—Non-GAAP Financial Measures."

(2)

For the six months ended June 30, 2018, net income was $6.1 million. Our 2018 results were impacted by additional expenses related to our pending acquisition of Colombo totaling $397 thousand for the six months ended June 30, 2018. Excluding these merger-related expenses, we would have recorded income of $6.4 million, or $0.53 per diluted earnings per share, for the six months ended June 30, 2018, respectively. Absent these merger-related expenses, our return on average assets and return on average equity would have been 1.19% and 12.64%, respectively. For a reconciliation of these ratios as adjusted to exclude the effect of these merger-related expenses, please refer to "Selected Historical Financial Data of FVCB—Non-GAAP Financial Measures."

(3)

Second quarter of 2018 annualized.

•: Capitalize on Market Disruption. We intend to continue to take advantage of the disruption in our market area, which we believe has created an environment of underbanked customers. Multiple acquisitions of prior competitors in our market provide opportunities to identify and hire additional seasoned bankers in our existing and target markets who we believe will thrive under our banking model, and to take advantage of customer dissatisfaction with, and runoff from, recently merged institutions. Following the acquisition of Cardinal by UBSI, we successfully hired 12 seasoned bankers, including a team of bankers in our Arlington branch, to work with our existing loan officers and branch personnel, resulting in growth in branch deposits of approximately $18.8 million, or 22.8%, from June 30, 2017 to June 30, 2018. We also appointed a former Cardinal director with significant government contractor connections and professional experience, enhancing our knowledge of, and ability to access, this niche, and we believe underserved, market.

We believe that additional opportunities for hiring experienced banking professionals and developing new business relationships with underserved or dissatisfied customers of recently merged institutions remain to be capitalized upon, and that future consolidation among community banks in and around Washington, D.C. will provide further opportunities. The tables below reflect merger activity, and the amount of loans and deposits sold, in and around Washington, D.C. since 2012.

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We also believe that the significant reduction in the number of locally managed community banks provides opportunities for banks with superior reputations, such as FVCbank, the ability to provide sophisticated banking products and lending limits sufficient to service middle market companies, to expand their customer base, increase assets and enhance profitability. The chart below depicts the number of banks headquartered in Virginia with a presence in the Washington MSA since 2012.

•: Selective strategic acquisitions. We intend to complement our strong organic growth by continuing to pursue a disciplined acquisition strategy in and around Washington, D.C. and its suburbs. We are active in our consideration of strategic acquisitions of customers and professionals that will support our business focus, enable us to build immediate scale, increase efficiency and profitability, drive fee income and enhance our capabilities. We believe our proposed acquisition of Colombo will support our current business and allow us to grow our presence in markets where we lend, but do not have a physical presence. Colombo's branch locations strengthen our strategy as they enable us to add lenders and banking services in areas where we currently lend. We expect that our strong infrastructure and wide range of products and services will allow us to develop deeper relationships with Colombo's current customers, many of which have larger

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borrowing needs than Colombo can currently support as an independent institution, as well as enhance our platform for generating new relationships. As discussed in greater detail above under the caption "Our History and Growth—Rationale for the Merger," we believe that the merger with Colombo provides significant opportunities for us to enhance our growth, net income and shareholder value, We believe we will be able to efficiently integrate Colombo's operations, expand its business opportunities and enhance our profitability.

Our Strengths

We believe that we are well positioned to execute our banking strategy as a result of the following competitive strengths:

•: Experienced senior management team. Our senior management team, comprised of executive officers and senior vice presidents of our lending groups and operational teams, has a proven track record of profitable organic growth, operating efficiencies, strong risk management culture and community and service focused approach to banking. Members of our executive management team have worked at financial institutions which are larger than FVCB, and bring depth of experience and knowledge of our market. We believe that being accessible to our customers and prospective customers is critical to developing a longstanding relationship with our customers. Many of our executive officers accompany our loan officers and business development officers on calls and attend meetings with our customers and prospects. Our board of directors has decades of combined experience in serving as directors and/or officers of financial institutions. Our directors have a wide array of business experience and participate in and support community activities, which significantly benefits our business development efforts. The interests of our executive officers and directors are aligned with our shareholders through meaningful ownership, with beneficial ownership by our executive officers and directors amounting to approximately 20.8% of our common stock as of June 30, 2018.
•: Scalable banking and operational platform designed to foster and accommodate significant growth. Utilizing the significant prior experience of our management and employees, along with significant investments in technology and systems, we believe that we have developed an infrastructure that can service a larger organization, allowing for growth in customers and transactions. We have organized our lending team into specialized areas of expertise, both geographically and by lines of business, and reinforced our team approach to building customer relationships, which further fosters our ability to scale our business growth model. Our loan growth over the last several years, combined with our desire to continue our growth trajectory, has prompted us to organize our lending teams into areas of specialty between commercial real estate and commercial and industrial, including government contracting. We have further identified market leaders by geographic region who function as generalists in their designated markets. We believe this shift allows us to better serve our existing customers and win new customers. We also are equipped to manage larger, more complex credits more effectively.

We believe that our strong capital and asset quality position will allow us to grow and that our scalable operating platform will allow us to manage that growth effectively, resulting in greater efficiency and enhanced profitability. For the six months ended June 30, 2018, our efficiency ratio was 58.74%. We made significant investments in technology and people early in our formation to compete with larger, more established financial institutions. We continue to make investments in technology to streamline processes while ensuring proper safeguards are in place to mitigate risks in cybersecurity. Our use of technology has contributed to our improving efficiency ratio, while still allowing us to employ top talent in all areas of our Bank.

•: Community-focused, full service relationships. We believe that our banking strategy facilitates strong relationships with our customers. We actively solicit the deposit business of our consumer

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and commercial loan customers and seek to further leverage these relationships by providing products and services that enhance their banking experience. We endeavor to understand each customer's needs and concerns to provide a customized product package. We offer a suite of technologically sophisticated cash and treasury management services at no cost to customers to help build and maintain these relationships. We have increased our profitability by growing our loan portfolio, funded predominantly by core deposits. We have increased net interest income while maintaining our net interest margin despite the flat interest rate environment in recent years. We provide a full range of banking services which become integral to our customers' business operations, which helps to enhance our ability to retain our relationships. We offer a better value proposition to our customers by providing high-touch service with few added fees. Our capabilities and reputation enable us to be selective in loan and customer selection, which contributes to our strong asset quality, and our ability to provide multiple services to customers.

•

Loans —We have developed a diversified, high quality and profitable loan portfolio. Our average yield on loans was 4.79% for the six months ended June 30, 2018. Our lending expertise includes a successful commercial and industrial lending group with a particular emphasis on government contractors. By focusing on government contracting, which we believe is a rapidly growing and underserved segment of the market, and providing timely decisions on loan requests, we have been able to win new relationships with competitive loan rates. While currently a relatively small percentage of outstanding loans, approximately $34.2 million, or 3.6% of loans at June 30, 2018, loan commitments to government contractors have increased to $89.8 million. We believe our expertise in this area, sophisticated technology and high level of service, combined with an expanded footprint, will enable us to grow our government contractor business effectively.

Our commercial real estate portfolio, while over 60% of total loans, is diversified by industry and geographic concentration. We believe we offer a value proposition to our borrowers and can price loans competitively because of our experienced and specialized lenders, our desire to understand the needs of our customers and our commitment to providing responsive service and ongoing support. We plan to continue our growth in a disciplined manner. We have implemented comprehensive policies to monitor, measure and mitigate our loan concentrations, including rigorous credit approval, review and administrative practices. Our commercial and industrial lending group consists of three experienced lenders, a portfolio manager, and a lending administrator. The commercial and industrial lending group is further supported by the Reston branch personnel, a business development officer, and our treasury management team. In 2017, we added a former Cardinal director to our board of directors, who previously ran an accounting firm focused on government contracting. We believe these individuals provide significant government contracting expertise and connections in our market. We are committed to placing bankers in Maryland to support the Colombo acquisition and expand our reach to government contracting customers in Maryland and Washington, D.C.

Our focus on loans to commercial businesses, professional service entities, and their respective owners and employees results in a more diversified portfolio of granular loan relationships, thus reducing the risk that results from dependence on larger lending relationships. As of June 30, 2018, our average funded loan size was approximately $555 thousand.

•

Deposits —Our emphasis on establishing a full service relationship with our customers and incentivizing our employees to generate core funding has provided us with a strong base of core deposits. We offer our customers comprehensive arrays of products and services to meet their banking needs. We provide high level responsive and personalized service to our business customers at no added cost. Our strategy of relationship banking has enabled us to

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grow our core deposits while maintaining our net interest margin. Our focus on government contracting also enhances our funding efforts. Government contracting customers also provide a significant level of deposits relative to their borrowings. At June 30, 2018, government contractor deposits totaled $42.4 million, or 37.2% of total deposits derived from commercial and industrial customers, and 4.2% and 14.9% of total deposits and noninterest-bearing deposits, respectively. They also utilize our treasury management products as an integral part of their operations, strengthening our ties with them. Our proposed acquisition of Colombo provides us with an opportunity to expand our products and services to Colombo's existing customers and to new customers in their branch footprint.

•: Treasury Management —We provide a suite of technology products that are highly competitive among our peer banks and many larger competitor banks, which we believe allows us to attract and service larger and more sophisticated commercial and governmental customers more effectively than many of our competitors. Unlike many other banks in our market area, we provide online banking, remote deposit capture and mobile banking to our commercial and governmental customers free of charge, which provides our customers with a low cost avenue to begin banking with us and allows us to become highly integrated with such customers' operations. As of June 30, 2018, deposits made by our commercial customers using remote deposit capture represent, on average, more than half of our deposits on a daily basis. Reliance on this technology by our customers allows us to minimize branches and other physical facilities, and should allow us to remain an integral part of our customer's financial affairs, enhancing customer retention. We believe our treasury management functionality creates a competitive distinction between us and our competitors. We actively promote this product set by involving our treasury management team and business development officers, who are well trained in these products, to accompany our lenders to meetings with customers and potential customers.

•: Focus on seasoned lenders. Our team of seasoned lenders has been a significant component of our organic growth. Our lenders have ties to the communities they serve and extensive experience in their areas of expertise. Our lending teams are organized by specialty lines of business or geographic centric teams to leverage their areas of expertise, streamlining the loan process and facilitating our ability to assess the credit risk, determine loan pricing and general terms expediently and effectively. Our officer compensation structure, which includes an incentive program and equity awards, motivates our lenders to increase the size of their loan and deposit portfolios, and generate fee income, also encourages maintaining strong credit quality. We believe that our officer compensation program combined with our quick responsiveness and open access to local decision-makers attracts talented lenders to us.
•: Disciplined underwriting and credit administration. Our management, lending officers and credit administration team emphasize a strong risk management culture supported by comprehensive policies and procedures for credit underwriting, funding and administration that we believe has enabled us to maintain sound asset quality. Our underwriting methodology emphasizes establishing and monitoring debt and leverage covenants, strong overall cash flow throughout a customer's business operations, low loan-to-value ratios, strong full or partial guarantors when deemed necessary, and/or strong tertiary sources of repayment. Our tiered underwriting structure includes progressive levels of individual loan authority, concurrent authority and senior loan committee approval. Our loan review function performs regular internal loan reviews and identifies early warning indicators to proactively monitor the loan portfolio. We intend to continue to emphasize and adhere to these procedures and controls, which we believe have helped to minimize our level of loan charge-offs. We recorded net recoveries to average loans for the quarter ended June 30, 2018 of 0.01%.

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Competition

We are one of the few remaining locally owned and managed independent community banks headquartered in Northern Virginia. We believe that this is an advantageous position and valuable quality which positively differentiates us from our competitors and positions us for future growth from individuals and small and mid-sized business customers who value the attention and customized services which a locally owned and managed community bank can provide.

As of June 30, 2017, there were approximately $198.7 billion dollars in total deposits shared between banking institutions located in Washington MSA, according to SNL Financial. As of that date, our deposit market share is approximately 0.43%, and would have been approximately 0.49% if the merger with Colombo had been completed as of that date, in each case excluding deposits maintained in the Washington MSA by a national brokerage firm. Our strategic goal is to increase our market share through selective new branch additions, opportunistic acquisitions, and acquisitions of customers from larger competitors. BB&T Corporation, PNC Financial Services Group Inc., M&T Bank Corporation, and Bank of America Corporation hold the primary market shares. However, these large banks generally cannot provide the same level of attention and customization of services to small businesses that we seek to provide. Through correspondents, referrals to third parties with whom we have partnered, and our own capabilities, we are a full service financial provider, able to compete in substantially all areas of banking, except trust services. Additionally, we believe we provide competitively priced products, superior customer service, flexibility and responsiveness when compared to our larger competitors.

Our market area is a highly competitive, highly branched, banking market. Competition in our market area for loans to small and middle-market businesses and professionals, our target market, is intense and pricing is important. Several of our competitors have substantially greater resources and lending limits than we have, and offer certain services, such as extensive and established branch networks and trust services that we do not currently provide or currently expect to provide in the near future. Moreover, larger institutions operating in the Washington, D.C. metropolitan market have

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access to borrowed funds at lower cost than may be available to us. Additionally, deposit competition among institutions in the market area is strong. As a result, it is possible that we may pay above market rates to attract deposits.

Risk Management

We believe that effective risk management is of primary importance. Risk management refers to the activities by which we identify, measure, monitor, evaluate and manage the risks we face in the course of our banking activities. These include liquidity, interest rate, credit, operational, compliance, regulatory, strategic, financial and reputational risk exposures. Our board of directors and management team have created a risk-conscious culture that is focused on quality growth, which starts with capable and experienced risk management teams and infrastructure capable of addressing the evolving risks we face, as well as the changing regulatory and compliance landscape. Our risk management approach employs comprehensive policies and processes to establish robust governance. We believe a disciplined and conservative underwriting approach has been the key to our strong asset quality.

Our board of directors sets the tone at the top of our organization, adopting and overseeing the implementation of our risk management, establishing our overall risk appetite and risk management strategy. The board of directors approves our various operating policies, which include risk policies, procedures, limits, targets and reporting structured to guide decisions regarding the appropriate balance between risk and return considerations in our business. Our board of directors receives periodic reporting on the risks and control environment effectiveness and monitors risk levels in relation to the approved risk appetite. The Audit Committee of our board of directors provides primary oversight of our enterprise risk management function.

Credit risk is the risk that borrowers or counterparties will be unable or unwilling to repay their obligations in accordance with the underlying contractual terms and the risk that credit assets will suffer significant deterioration in market value. We manage and control credit risk in our loan portfolio by adhering to well-defined underwriting criteria and account administration standards established by management, and approved by the board of directors. Our written loan policies document underwriting standards, approval levels, exposure limits and other limits or standards deemed necessary and prudent. Portfolio diversification at the obligor, product and geographic levels is actively managed to mitigate concentration risk. In addition, credit risk management includes an independent credit review process that assesses compliance with policies, risk rating standards and other critical credit information. In addition to implementing risk management practices that are based upon established and sound lending practices, we adhere to sound credit principles. We evaluate our customers' borrowing needs and capacity to repay, in conjunction with their character and history. Our management and board of directors place significant focus on maintaining a healthy risk profile and ensuring sustainable growth. Our risk appetite seeks to balance the risks necessary to achieve our strategic goals while ensuring that our risks are appropriately managed and remain within our defined limits.

Our management of interest rate and liquidity risk is overseen by our Asset and Liability Committee, based on a risk management infrastructure approved by our board of directors that outlines reporting and measurement requirements. In particular, this infrastructure reviews financial performance, trends, and significant variances to budget; reviews and recommends for board approval risk limits and tolerances; reviews ongoing monitoring and reporting regarding our performance with respect to these areas of risk, including compliance with board-approved risk limits and stress-testing; ensures annual back-testing and independent validation of models at a frequency commensurate with risk level; reviews all hedging strategies and recommends changes as appropriate; reviews and recommends our contingency funding plan; establishes wholesale borrowing limits to be submitted to the board of directors or its designated committee; and acts as a second line of defense in reviewing information and reports submitted to the council for the purpose of identifying, investigating, and assuring remediation, to its satisfaction, of errors or irregularities, if any.

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Investment Portfolio

Our investment securities portfolio is primarily maintained as an on-balance sheet contingent source of liquidity to fund loans and meet the demands of depositors. It provides additional interest income and we seek to have limited interest rate risk and credit risk. We currently classify substantially all of our investment securities as available-for-sale. Our investment policy authorizes investment primarily in securities of the U.S. government and its agencies; mortgage back securities and collateralized mortgage obligations issued and fully backed by U.S. Government agencies, securities of municipalities and to a lesser extent corporate bonds and other obligations, in each case meeting identified credit standards, and certificates of deposit. The securities portfolio, along with certain loans, may also be used to collateralize public deposits, FHLB borrowings, Federal Reserve Bank borrowings and customer repurchase agreements, although at June 30, 2018 we did not have any securities pledged for those purposes. We manage our investment portfolio according to written investment policies approved by our board of directors. Our investment strategy aims to maximize earnings while maintaining liquidity in securities with minimal credit risk and interest rate risk which is reflective in the yields obtained on those securities.

Properties

Our executive offices and the main office of the Bank are located at 11325 Random Hills Road, Fairfax, Virginia, 22030. In addition to our main office, we also maintain five additional branch offices in Arlington, Virginia; Ashburn, Loudoun County, Virginia; the independent city of Manassas, Virginia; Reston, Fairfax County, Virginia; and Springfield, Fairfax County, Virginia. We also maintain an operations center in Manassas. We lease all of our office properties.

We are committed to being highly selective in our branching decisions, and we intend to continue to explore opportunities for establishing additional strategically located branches in the Washington MSA based primarily on commercial deposit and loan potential and demographic support. We typically establish branches as necessary to provide support for established business development people and lenders with substantial books of business and customer relationships.

Employees

As of June 30, 2018, we had 98 full-time equivalent employees. None of our employees is covered by a collective bargaining agreement. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.

Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

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SUPERVISION AND REGULATION

Our business and operations are subject to extensive federal and state governmental regulation and supervision. The following is a brief summary of certain statutes and rules and regulations that affect or will affect us. This summary is not intended to be an exhaustive description of the statutes or regulations applicable to our business. Supervision, regulation, and examination by the regulatory agencies are intended primarily for the protection of depositors and the Deposit Insurance Fund, rather than our shareholders.

The Company. We are a bank holding company registered under the Bank Holding Company Act of 1956, as amended, or the Act, and subject to regulation and supervision by the Federal Reserve. The Act and other federal laws subject bank holding companies to restrictions on the types of activities in which they may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations and unsafe and unsound banking practices. As a bank holding company, we are required to file with the Federal Reserve an annual report and such other additional information as the Federal Reserve may require pursuant to the Act. The Federal Reserve may also examine us and our subsidiary. We are subject to risk-based capital requirements adopted by the Federal Reserve, which are substantially identical to those applicable to the Bank, and which are described below. Under the Dodd-Frank Act, the Federal Reserve is required to apply consolidated capital requirements to depository institution holding companies that are no less stringent than those currently applied to depository institutions. The Dodd-Frank Act additionally requires capital requirements to be countercyclical so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness.

The Federal Reserve has adopted a policy statement, the Small Bank Holding Company Policy Statement, or the policy statement, that exempts certain bank holding companies with assets of less than $1 billion, from the consolidated capital requirements and certain other provisions. In May 2018, the "Economic Growth, Regulatory Relief, and Consumer Protection Act" or the 2018 Act, was enacted into law, and among other things, directed the Federal Reserve to amend the policy statement to increase the threshold for application of the policy statement to $3 billion for any bank holding company that (i) is not engaged in significant nonbanking activities; (ii) does not conduct significant off balance sheet activities; and (iii) does not have a material amount of debt or equity securities registered with the SEC. We understand that the Federal Reserve has not historically deemed a bank holding company ineligible for application of the policy statement solely because its common stock is registered under the Exchange Act. There can be no assurance that the Federal Reserve will continue this practice.

The Act requires approval of the Federal Reserve for, among other things, a bank holding company's direct or indirect acquisition of control of more than five percent of the voting shares, or substantially all the assets, of any bank or the merger or consolidation by a bank holding company with another bank holding company. The Act generally permits the acquisition by a bank holding company of control or substantially all the assets of any bank located in a state other than the home state of the bank holding company, except where the bank has not been in existence for the minimum period of time required by state law; but if the bank is at least five years old, the Federal Reserve may approve the acquisition.

With limited exceptions, a bank holding company is prohibited from acquiring control of any voting shares of any company which is not a bank or bank holding company and from engaging directly or indirectly in any activity other than banking or managing or controlling banks or furnishing services to or performing service for its authorized subsidiaries. A bank holding company may, however, engage in or acquire an interest in, a company that engages in activities which the Federal Reserve has determined by order or regulation to be so closely related to banking or managing or controlling banks

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as to be properly incident thereto. In making such a determination, the Federal Reserve is required to consider whether the performance of such activities can reasonably be expected to produce benefits to the public, such as convenience, increased competition or gains in efficiency, which outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. The Federal Reserve is also empowered to differentiate between activities commenced de novo and activities commenced by the acquisition, in whole or in part, of a going concern. Some of the activities that the Federal Reserve has determined by regulation to be closely related to banking include making or servicing loans, performing certain data processing services, acting as a fiduciary or investment or financial advisor, and making investments in corporations or projects designed primarily to promote community welfare.

The Federal Reserve may order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company's continued ownership, activity or control constitutes a serious risk to the financial safety, soundness, or stability of it or any of its bank subsidiaries.

Subsidiary banks of a bank holding company are subject to restrictions imposed by the Federal Reserve Act of 1913, as amended, on any extensions of credit to a bank holding company or any of its subsidiaries, or investments in the stock or other securities thereof, and on the taking of such stock or securities as collateral for loans to any borrower. Further, a bank holding company and any subsidiary bank are prohibited from engaging in tie-in arrangements in connection with the extension of credit. A subsidiary bank may not extend credit, lease or sell property, or furnish any services, or fix or vary the consideration for any of the foregoing on the condition that: (i) the customer obtain or provide some additional credit, property or services from or to such bank other than a loan, discount, deposit or trust service; (ii) the customer obtain or provide some additional credit, property or service from or to the holding company or any of its subsidiaries; or (iii) the customer not obtain some other credit, property or service from competitors, except for reasonable requirements to assure the soundness of credit extended.

The GLB Act allows a bank holding company or other company to elect to become a financial holding company, which would allow such company to engage in activities that are financial in nature, that are incidental to such activities, or are complementary to such activities. The GLB Act enumerates certain activities that are deemed financial in nature, such as underwriting insurance or acting as an insurance principal, agent or broker, underwriting, dealing in or making markets in securities, and engaging in merchant banking under certain restrictions. It also authorizes the Federal Reserve to determine by regulation what other activities are financial in nature, or incidental or complementary thereto. We have not elected financial holding company status.

The Federal Deposit Insurance Act, or FDIA, and Federal Reserve policy require a bank holding company to serve as a source of financial and managerial strength to its bank subsidiaries. In addition, where a bank holding company has more than one FDIC-insured bank or thrift subsidiary, each of the bank holding company's subsidiary FDIC-insured depository institutions is responsible for any losses to the FDIC as a result of an affiliated depository institution's failure. As a result of a bank holding company's source of strength obligation, a bank holding company may be required to provide funds to a bank subsidiary in the form of subordinate capital or other instruments which qualify as capital under bank regulatory rules. Any loans from the holding company to such subsidiary banks likely would be unsecured and subordinated to such bank's depositors and perhaps to other creditors of the Bank.

A bank holding company (other than a bank holding company subject to the policy statement) is generally required to give the Federal Reserve prior written notice of any purchase or redemption of its own then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company's consolidated net worth. The Federal Reserve

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may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve order or directive, or any condition imposed by, or written agreement with, the Federal Reserve. The Federal Reserve has adopted an exception to this approval requirement for well-capitalized bank holding companies that meet certain conditions.

As a Virginia corporation, we are subject to limitations and restrictions on our activities. For example, state law restrictions in Virginia include limitations and restrictions relating to indemnification of directors, distributions to shareholders, transactions involving directors, officers or interested shareholders, maintenance of books, records, minutes, borrowing and the observance of corporate formalities.

The Bank. The Bank is a Virginia chartered commercial bank which is a member of the Federal Reserve System, or a state member bank, whose accounts are insured by the Deposit Insurance Fund of the FDIC up to the maximum legal limits. The Bank is subject to regulation, supervision and regular examination by the VBFI and the FDIC. The regulations of these various agencies govern most aspects of the Bank's business, including required reserves against deposits, loans, investments, mergers and acquisitions, borrowing, dividends and establishment of branch offices.

The laws and regulations governing the Bank generally have been promulgated to protect depositors and the Deposit Insurance Fund, and not for the purpose of protecting shareholders.

Competition among commercial banks, savings and loan associations, and credit unions has increased following enactment of legislation, which greatly expanded the ability of banks and bank holding companies to engage in interstate banking or acquisition activities.

Banking is a business, which depends on interest rate differentials. In general, the differences between the interest paid by a bank on its deposits and its other borrowings and the interest received by a bank on loans extended to its customers and securities held in its investment portfolio constitute the major portion of the Bank's earnings. Thus, the earnings and growth of the Bank will be subject to the influence of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve, which regulates the supply of money through various means including open market dealings in United States government securities. The nature and timing of changes in such policies and their impact on the Bank cannot be predicted.

Branching and Interstate Banking. The federal banking agencies are authorized to approve interstate bank merger transactions without regard to whether such transaction is prohibited by the law of any state, unless the home state of one of the Banks has opted out of the interstate bank merger provisions of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, or the Riegle-Neal Act, by adopting a law after the date of enactment of the Riegle-Neal Act and prior to June 1, 1997 which applies equally to all out-of-state banks, expressly prohibits merger transactions involving out-of-state banks. Interstate acquisitions of branches are permitted only if the law of the state in which the branch is located permits such acquisitions. Such interstate bank mergers and branch acquisitions are also subject to the nationwide and statewide insured deposit concentration limitations described in the Riegle-Neal Act. The Dodd-Frank Act authorizes national and state banks to establish de novo branches in other states to the same extent as a bank chartered by that state would be permitted to branch.

Virginia Law. Virginia law governs the licensing and regulation of Virginia chartered banks like ours, including organizational and capital requirements, fiduciary powers, investment authority, banking offices and electronic terminals, declaration of dividends, changes of control and mergers, out of state activities, interstate branching and banking, borrowing limits, limits on loans to one borrower and liquidation, among other matters. The VBFI is charged with our supervision and regulation. The VBFI

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may take possession of a bank if certain conditions exist such as insufficient shareholders' equity, unsafe or unauthorized operations, or violations of law.

Under Virginia law, we may engage in the general business of banking, including but not limited to, accepting deposits, making secured and unsecured loans, purchasing and holding real property for our own use, and issuing, advising and confirming letters of credit. With limited exceptions, loans to one person may not exceed 15% of the sum of a bank's shareholders' equity, allowance for loan losses and capital notes and debentures.

USA Patriot Act. Under the USA Patriot Act, financial institutions are subject to prohibitions against specified financial transactions and account relationships, as well as enhanced due diligence standards intended to detect, and prevent, the use of the United States financial system for money laundering and terrorist financing activities. The Patriot Act requires financial institutions, including banks, to establish anti-money laundering programs, including employee training and independent audit requirements, meet minimum standards specified by the act, follow minimum standards for customer identification and maintenance of customer identification records, and regularly compare customer lists against lists of suspected terrorists, terrorist organizations and money launderers. The costs or other effects of the compliance burdens imposed by the Patriot Act or future anti-terrorist, homeland security or anti-money laundering legislation or regulation cannot be predicted with certainty.

Bank Secrecy Act. The Bank Secrecy Act, or BSA, which is intended to require financial institutions to develop policies, procedures and practices to prevent and deter money laundering, mandates that every bank have a written, board-approved program that is reasonably designed to assure and monitor compliance with the BSA. The program must, at a minimum: (i) provide for a system of internal controls to assure ongoing compliance; (ii) provide for independent testing for compliance; (iii) designate an individual responsible for coordinating and monitoring day-to-day compliance; and (iv) provide training for appropriate personnel. In addition, banks are required to adopt a customer identification program as part of its BSA compliance program. Financial institutions are generally required to report cash transactions involving more than $10,000 to the U.S. Treasury Department. In addition, financial institutions are required to file suspicious activity reports for transactions that involve more than $5,000 and which the financial institution knows, suspects or has reason to suspect involves illegal funds, is designed to evade the requirements of the BSA or has no lawful purpose. The regulations implementing the BSA explicitly include risk-based procedures for conducting ongoing customer due diligence, to include understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile. In addition, banks must identify and verify the identity of the beneficial owners of all legal entity customers (other than those that are excluded) at the time a new account is opened (other than accounts that are exempted).

Office of Foreign Assets Control. The United States has imposed economic sanctions that affect transactions with designated foreign countries, foreign nationals and others, which are administered by the U.S. Treasury Department's Office of Foreign Assets Control, or OFAC. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (1) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on a "U.S. person" engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (2) a blocking of assets in which the government or specially designated nationals of a sanctioned country have an interest by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g. property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.

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Capital Adequacy. The Federal Reserve adopted risk-based and leverage capital adequacy requirements, pursuant to which they assess the adequacy of capital in examining and supervising banks and bank holding companies and in analyzing bank regulatory applications. Risk-based capital requirements determine the adequacy of capital based on the risk inherent in various classes of assets and off-balance sheet items. The Dodd-Frank Act additionally requires capital requirements to be countercyclical so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness.

The federal banking agencies have adopted rules, referred to as the "Basel III Rules," to implement the framework for strengthening international capital and liquidity regulation adopted by the Basel Committee on Banking Supervision, or Basel III. The Basel III framework, among other things, (i) introduced "Common Equity Tier 1," or CET1, (ii) specified that Tier 1 capital consists of CET1 and "Additional Tier 1 capital" instruments meeting specified requirements, (iii) defined CET1 narrowly by requiring that most adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expanded the scope of the adjustments as compared to existing regulations.

When fully phased in by January 1, 2019, Basel III requires banks to maintain: (i) a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a "capital conservation buffer" of 2.5%, or 7.0%; (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer, or 8.5%; (iii) a minimum ratio of Total (Tier 1 plus Tier 2) capital to risk-weighted assets of at least 8.0% plus the capital conservation buffer, or 10.5%; and (iv) a minimum leverage ratio of 3%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter).

Basel III also provides for a "countercyclical capital buffer," generally to be imposed when federal banking agencies determine that excess aggregate credit growth becomes associated with a buildup of systemic risk that would be a CET1 add-on to the capital conservation buffer in the range of 2.5% when fully implemented. The capital conservation buffer is designed to absorb losses during periods of economic stress.

Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) may face constraints on its ability to pay dividends, effect equity repurchases and pay discretionary bonuses to executive officers, which constraints vary based on the amount of the shortfall.

Under the Basel III Rules, mortgage-servicing assets and deferred tax assets are subject to stricter limitations than those previously applicable under capital rules. More specifically, certain deferred tax assets arising from temporary differences, mortgage-servicing assets, and significant investments in the capital of unconsolidated financial institutions in the form of common stock are each subject to an individual limit of 10% of common equity Tier 1 capital elements and are subject to an aggregate limit of 15% of common equity Tier 1 capital elements. The amount of these items in excess of the 10% and 15% thresholds are to be deducted from common equity Tier 1 capital. Amounts of mortgage servicing assets, deferred tax assets, and significant investments in unconsolidated financial institutions that are not deducted due to the aforementioned 10% and 15% thresholds must be assigned a 250% risk weight. Finally, the rule increases the risk weights for past-due loans, certain commercial real estate loans, and some equity exposures, and makes selected other changes in risk weights and credit conversion factors. A recent rule proposal would revise the treatment of deferred tax assets and mortgage servicing rights to increase the amounts of such assets includable in capital.

The Basel III Rules also include, as part of the definition of CET1 capital, a requirement that banking institutions include the amount of additional other comprehensive income, or AOCI, which primarily consists of unrealized gains and losses on available for sale securities, which are not required

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to be treated as other-than-temporary impairment, net of tax in calculating regulatory capital, unless the institution makes a one-time opt-out election from this provision in connection with the filing of its first regulatory reports after applicability of the Basel III Rules to that institution. The Company opted-out of this requirement and, as such, does not include AOCI in its regulatory capital calculation. The Basel III Rules also require a 4% minimum leverage ratio, and a 5% leverage ratio to be considered well capitalized.

The Basel III Rules also make changes to the manner of calculating risk weighted assets. New methodologies for determining risk weighted assets in the general capital rules are included, including revisions to recognition of credit risk mitigation, including a greater recognition of financial collateral and a wider range of eligible guarantors. They also include risk weighting of equity exposures and past due loans; and higher (greater than 100%) risk weighting for certain commercial real estate exposures that have higher credit risk profiles, including higher loan to value and equity components. In particular, loans categorized as "high-volatility commercial real estate," or HVCRE, loans are required to be assigned a 150% risk weighting, and require additional capital support. HVCRE loans are defined to include any credit facility that finances or has financed the acquisition, development or construction of real property, unless it finances: 1-4 family residential properties; certain community development investments; agricultural land used or usable for, and whose value is based on, agricultural use; or commercial real estate projects in which: (i) the loan-to-value ratio is less than the applicable maximum supervisory loan-to-value ratio established by the bank regulatory agencies; (ii) the borrower has contributed cash or unencumbered readily marketable assets, or has paid development expenses out of pocket, equal to at least 15% of the appraised "as completed" value; (iii) the borrower contributes its 15% before the bank advances any funds; and (iv) the capital contributed by the borrower, and any funds internally generated by the project, is contractually required to remain in the project until the facility is converted to permanent financing, sold or paid in full. The 2018 Act expanded the exclusion from HVCRE loans to include credit facilities financing the acquisition or refinance of, or improvements to, existing income producing property, secured by the property, if the cash flow being generated by the property is sufficient to support the debt service and expenses of the property in accordance with the institution's loan criteria for permanent financing. The 2018 Act also provides that the value of contributed property will be its appraised value, rather than its cost. The 2018 Act permits an institution to reclassify an HVCRE loan as a non-HVCRE loan upon substantial completion of the project, where the cash flow from the property is sufficient to support debt service and expenses, in accordance with the institution's underwriting criteria for permanent financing.

The Basel III Rules became applicable to the Bank on January 1, 2015 and to the Company on January 1, 2018, when it exceeded $1 billion in assets. The capital conservation buffer requirement is being phased in, beginning January 1, 2016, at 0.625% of risk-weighted assets, increasing each year until fully implemented at 2.5% on January 1, 2019. The Company and Bank elected to exclude AOCI in calculating regulatory capital as permitted under the Basel III Rule.

The capital ratios described above are the minimum levels that the federal banking agencies expect. Our state and federal regulators have the discretion to require us to maintain higher capital levels based upon our concentrations of loans, the risk of our lending or other activities, the performance of our loan and investment portfolios and other factors. Failure to maintain such higher capital expectations could result in a lower composite regulatory rating, which would impact our deposit insurance premiums and could affect our ability to borrow and costs of borrowing, and could result in additional or more severe enforcement actions. In respect of institutions with high concentrations of loans in areas deemed to be higher risk, or during periods of significant economic stress, regulators may require an institution to maintain a higher level of capital, and/or to maintain more stringent risk management measures, than those required by these regulations.

In December 2017, the Basel Committee on Banking Supervision published the last version of the Basel III accord, generally referred to as "Basel IV." The Basel Committee stated that a key objective

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of the revisions incorporated into the framework is to reduce excessive variability of risk-weighted assets, or RWA, which will be accomplished by enhancing the robustness and risk sensitivity of the standardized approaches for credit risk and operational risk, which will facilitate the comparability of banks' capital ratios; constraining the use of internally modeled approaches; and complementing the risk-weighted capital ratio with a finalized leverage ratio and a revised and robust capital floor. Leadership of the federal banking agencies who are tasked with implementing Basel IV supported the revisions. Although it is uncertain at this time, we anticipate some, if not all, of the Basel IV accord may be incorporated into the capital requirements framework applicable to us.

In May 2018, the 2018 Act was enacted into law. The 2018 Act directs the federal bank regulatory agencies to develop a "Community Bank Leverage Ratio," calculated by dividing tangible equity capital by average consolidated total assets, of not less than 8% and not more than 10%. If a "qualified community bank," generally a depository institution or depository institution holding company with consolidated assets of less than $10 billion, has a leverage ratio which exceeds the Community Bank Leverage Ratio, then such bank will be considered to have met all generally applicable leverage and risk based capital requirements; the capital ratio requirements for "well capitalized" status under Section 38 of the FDIA, and any other leverage or capital requirements to which it is subject. A bank or holding company may be excluded from qualifying community bank status base on its risk profile, including consideration of its off-balance sheet exposures; trading assets and liabilities; total notional derivatives exposures and such other facts as the appropriate federal banking agencies determine to be appropriate.

Prompt Corrective Action. Under Section 38 of the FDIA, each federal banking agency is required to implement a system of prompt corrective action for institutions that it regulates. The federal banking agencies have promulgated substantially similar regulations to implement the system of prompt corrective action established by Section 38 of the FDIA. Since January 1, 2015, the following capital requirements applied to the Company for purposes of Section 38.

Capital Category	Total Risk-Based Capital Ratio	Tier 1 Risk-Based Capital Ratio	Common Equity Tier 1 Capital Ratio	Leverage Ratio	Tangible Equity to Assets	Supplemental Leverage Ratio

Well-capitalized	10% or greater	8% or greater	6.5% or greater	5% or greater	n/a	n/a
Adequately Capitalized	8% or greater	6% or greater	4.5% or greater	4% or greater	n/a	3% or greater
Undercapitalized	Less than 8%	Less than 6%	Less than 4.5%	Less than 4%	n/a	Less than 3%
Significantly Undercapitalized	Less than 6%	Less than 4%	Less than 3%	Less than 3%	n/a	n/a
Critically Undercapitalized	n/a	n/a	n/a	n/a	Less than 2%	n/a

An institution generally must file a written capital restoration plan which meets specified requirements with an appropriate federal banking agency within 45 days of the date the institution receives notice or is deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. A federal banking agency must provide the institution with written notice of approval or disapproval within 60 days after receiving a capital restoration plan, subject to extensions by the applicable agency.

An institution which is required to submit a capital restoration plan must concurrently submit a performance guaranty by each company that controls the institution. Such guaranty shall be limited to the lesser of (i) an amount equal to 5.0% of the institution's total assets at the time the institution was notified or deemed to have notice that it was undercapitalized or (ii) the amount necessary at such time to restore the relevant capital measures of the institution to the levels required for the institution to be classified as adequately capitalized. Such a guaranty shall expire after the federal banking agency notifies the institution that it has remained adequately capitalized for each of four consecutive calendar quarters. An institution which fails to submit a written capital restoration plan within the requisite

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period, including any required performance guaranty, or fails in any material respect to implement a capital restoration plan, shall be subject to the restrictions in Section 38 of the FDIA which are applicable to significantly undercapitalized institutions.

A "critically undercapitalized institution" is to be placed in conservatorship or receivership within 90 days unless the FDIC or other appropriate federal banking agency formally determines that forbearance from such action would better protect the Deposit Insurance Fund. Unless the FDIC or other appropriate federal banking agency makes specific further findings and certifies that the institution is viable and is not expected to fail, an institution that remains critically undercapitalized on average during the fourth calendar quarter after the date it becomes critically undercapitalized must be placed in receivership. The general rule is that the FDIC will be appointed as receiver within 90 days after a bank becomes critically undercapitalized unless extremely good cause is shown and an extension is agreed to by the federal regulators. In general, good cause is defined as capital, which has been raised and is imminently available for infusion into the Bank except for certain technical requirements, which may delay the infusion for a period of time beyond the 90 day time period.

Immediately upon becoming undercapitalized, an institution shall become subject to the provisions of Section 38 of the FDIA, which (i) restrict payment of capital distributions and management fees; (ii) require that the appropriate federal banking agency monitor the condition of the institution and its efforts to restore its capital; (iii) require submission of a capital restoration plan; (iv) restrict the growth of the institution's assets; and (v) require prior approval of certain expansion proposals. The appropriate federal banking agency for an undercapitalized institution also may take any number of discretionary supervisory actions if the agency determines that any of these actions is necessary to resolve the problems of the institution at the least possible long-term cost to the deposit insurance fund, subject in certain cases to specified procedures. These discretionary supervisory actions include: requiring the institution to raise additional capital; restricting transactions with affiliates; requiring divestiture of the institution or the sale of the institution to a willing purchaser; and any other supervisory action that the agency deems appropriate. These and additional mandatory and permissive supervisory actions may be taken with respect to significantly undercapitalized and critically undercapitalized institutions.

Additionally, under Section 11(c)(5) of the FDIA, a conservator or receiver may be appointed for an institution where: (i) an institution's obligations exceed its assets; (ii) there is substantial dissipation of the institution's assets or earnings as a result of any violation of law or any unsafe or unsound practice; (iii) the institution is in an unsafe or unsound condition; (iv) there is a willful violation of a cease-and-desist order; (v) the institution is unable to pay its obligations in the ordinary course of business; (vi) losses or threatened losses deplete all or substantially all of an institution's capital, and there is no reasonable prospect of becoming "adequately capitalized" without assistance; (vii) there is any violation of law or unsafe or unsound practice or condition that is likely to cause insolvency or substantial dissipation of assets or earnings, weaken the institution's condition, or otherwise seriously prejudice the interests of depositors or the insurance fund; (viii) an institution ceases to be insured; (ix) the institution is undercapitalized and has no reasonable prospect that it will become adequately capitalized, fails to become adequately capitalized when required to do so, or fails to submit or materially implement a capital restoration plan; or (x) the institution is critically undercapitalized or otherwise has substantially insufficient capital.

Regulatory Enforcement Authority. Federal banking law grants substantial enforcement powers to federal banking agencies. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against banking organizations and institution-affiliated parties. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities. In addition, the FDIC could terminate the institution's deposit

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insurance if it determines that the institution's financial condition is unsafe or unsound or that the institution engaged in unsafe or unsound practices that violated an applicable rule, regulation, order or condition enacted or imposed by the institution's regulators.

As a result of the volatility and instability in the financial system in recent years, Congress, the bank regulatory authorities and other government agencies have called for or proposed additional regulation and restrictions on the activities, practices and operations of banks and their holding companies. Congress and the federal banking agencies have broad authority to require all banks and holding companies to adhere to more rigorous or costly operating procedures, corporate governance procedures, or to engage in activities or practices which they would not otherwise elect. Any such requirement could adversely affect our business and results of operations.

The Dodd-Frank Act. The Dodd-Frank Act made significant changes to the current bank regulatory structure, which affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires a number of federal agencies to adopt a broad range of new rules and regulations, and to prepare various studies and reports for Congress. Although it is not possible to determine the ultimate impact of this statute until the extensive rulemaking is complete and becomes effective, the following provisions are considered to be of greatest significance to us:

•: Expands the authority of the Federal Reserve to examine bank holding companies and their subsidiaries, including insured depository institutions.
•: Requires a bank holding company to be well-capitalized and well managed to receive approval of an interstate bank acquisition.
•: Provides mortgage reform provisions regarding a customer's ability to pay and making more loans subject to provisions for higher-cost loans and new disclosures.
•: Creates the CFPB, which has rulemaking authority for a wide range of consumer protection laws that apply to all banks, and has broad powers to supervise and enforce consumer protection laws.
•: Creates the Financial Stability Oversight Council with authority to identify institutions and practices that might pose a systemic risk.
•: Introduces additional corporate governance and executive compensation requirements on companies subject to the Exchange Act, as amended.
•: Permits FDIC-insured banks to pay interest on business demand deposits.
•: Codifies the requirement that holding companies and other companies that directly or indirectly control an insured depository institution to serve as a source of financial strength.
•: Makes permanent the $250 thousand limit for federal deposit insurance.
•: Permits national and state banks to establish interstate branches to the same extent as the branch host state allows establishment of in-state branches.

The 2018 Act includes provisions revising Dodd-Frank Act provisions, including provisions that, among other things: (i) exempt banks with less than $10 billion in assets from the ability-to-repay requirements for certain qualified residential mortgage loans; (ii) exempt certain transactions valued at less than $400,000 in rural areas from appraisal requirements; (iii) exempt banks and credit unions that originate fewer than 500 open-end and 500 closed-end mortgages from HMDA's expanded data disclosures (the provision would not apply to nonbanks and would not exempt institutions from HMDA reporting altogether; (iv) amend the SAFE Mortgage Licensing Act by providing registered mortgage loan originators in good standing with 120 days of transitional authority to originate loans when moving

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from a federal depository institution to a non-depository institution or across state lines; (v) require the CFPB to clarify how TRID applies to mortgage assumption transactions and construction-to-permanent home loans as well as outline certain liabilities related to model disclosure use; (vi) revise treatment of HVCRE exposures; and (vii) create the simplified Community Bank Leverage Capital Ratio. The 2018 Act also exempts community banks from Section 13 of the Bank Holding Company Act, commonly referred to as the Volcker Rule, if they have less than $10 billion in total consolidated assets; and exempts banks with less than $10 billion in assets, and total trading assets and liabilities not exceeding more than five percent of their total assets from the Volcker Rule restrictions on trading with their own capital. The 2018 Act also adds certain protections for consumers, including veterans and active duty military personnel, expanded credit freezes and creation of an identity theft protection database.

In addition, other new proposals for legislation continue to be introduced in the U.S. Congress that could further substantially increase regulation of the bank and non-bank financial services industries and impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices. Federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are applied. Certain aspects of current or proposed regulatory or legislative changes to laws applicable to the financial industry, if enacted or adopted, may impact the profitability of our business activities, require more oversight or change certain of our business practices, including the ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operations to comply and could have an adverse effect on our business, financial condition and results of operations.

Consumer Financial Protection Bureau. The Dodd-Frank Act created the CFPB, a new, independent federal agency within the Federal Reserve having broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the consumer financial privacy provisions of the GLB Act and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions, including the Bank, are subject to rules promulgated by the CFPB but continue to be examined and supervised by federal banking agencies for compliance with federal consumer protection laws and regulations. The CFPB also has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

The CFPB has proposed or issued a number of important rules affecting a wide range of consumer financial products. These rules may impact the profitability of our business activities, limit our ability to make, or the desirability of making, certain types of loans, including non-qualified mortgage loans, require us to change our business practices, impose upon us more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect our business or profitability. The changes may also require us to dedicate significant management attention and resources to evaluate and make necessary changes to comply with the new statutory and regulatory requirements.

The CFPB has concentrated much of its rulemaking efforts on reforms related to residential mortgage transactions. The CFPB has issued rules related to a borrower's ability to repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, requirements for high-cost mortgages, appraisal and escrow standards and requirements for higher-priced mortgages. The CFPB has also issued rules establishing integrated disclosure requirements for

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lenders and settlement agents in connection with most closed end, real estate secured consumer loans. The Bank fully complies with these rules and expanding the scope of information lenders must report in connection with mortgage and other housing-related loan applications under the Home Mortgage Disclosure Act. These rules, which become effective on a rolling basis through January 1, 2019, include significant regulatory and compliance changes and are expected to have a broad impact on the financial services industry.

The rule implementing the Dodd-Frank Act requirement that lenders determine whether a consumer has the ability to repay a mortgage loan, established certain minimum requirements for creditors when making ability to pay determinations, and established certain protections from liability for mortgages meeting the definition of "qualified mortgages." Generally, the rule applies to all consumer-purpose, closed-end loans secured by a dwelling including home-purchase loans, refinances and home equity loans—whether first or subordinate lien. The rule does not cover, among other things, home equity lines of credit or other open-end credit; temporary or "bridge" loans with a term of 12 months or less, such as a loan to finance the initial construction of a dwelling; a construction phase of 12 months or less of a construction-to-permanent loan; and business-purpose loans, even if secured by a dwelling. The rule afforded greater legal protections for lenders making qualified mortgages that are not "higher priced." Qualified mortgages must generally satisfy detailed requirements related to product features, underwriting standards, and a points and fees requirement whereby the total points and fees on a mortgage loan cannot exceed specified amounts or percentages of the total loan amount. Mandatory features of a qualified mortgage include: (1) a loan term not exceeding 30 years; and (2) regular periodic payments that do not result in negative amortization, deferral of principal repayment, or a balloon payment. Further, the rule clarified that qualified mortgages do not include "no-doc" loans and loans with negative amortization, interest-only payments, or balloon payments. The rule created special categories of qualified mortgages originated by certain smaller creditors. To the extent that we seek to make qualified mortgages, we are required to comply with these rules, subject to available exclusions. Our business strategy, product offerings, and profitability may change as the rule is interpreted by the regulators and courts.

Financial Privacy. Under the Federal Right to Privacy Act of 1978, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records, financial institutions are required to disclose their policies for collecting and protecting confidential information. Consumers generally may prevent financial institutions from sharing personal financial information with nonaffiliated third parties except for third parties that market the institutions' own products and services. Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing through electronic mail to consumers.

Community Reinvestment Act. The Community Reinvestment Act, or CRA, requires that, in connection with examinations of financial institutions within their respective jurisdictions, the federal banking agencies will evaluate the record of each financial institution in meeting the needs of its local community, including low- and moderate-income neighborhoods. Our Bank's record of performance under the CRA is publicly available. A bank's CRA performance is also considered in evaluating applications seeking approval for mergers, acquisitions, and new offices or facilities. Failure to adequately meet these criteria could result in additional requirements and limitations being imposed on the Bank. Additionally, we must publicly disclose the terms of certain CRA-related agreements.

Fair and Responsible Banking. Banks and other financial institutions are subject to numerous laws and regulations intended to promote fair and responsible banking and prohibit unlawful discrimination and unfair, deceptive or abusive practices in banking. These laws include, among others, the Dodd-Frank Act, Section 5 of the Federal Trade Commission Act, the Equal Credit Opportunity Act, and the Fair Housing Act.

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Many states and local jurisdictions have consumer protection laws analogous, and in addition, to those listed above. These federal, state and local laws regulate the manner in which financial institutions deal with customers taking deposits, making loans or conducting other types of transactions. Failure to comply with these laws and regulations could give rise to regulatory sanctions, and actions by the U.S. Department of Justice and state attorneys general.

FDIC Insurance Premiums. FDIC-insured banks, such as the Bank, are required to pay deposit insurance assessments to the FDIC. The method by which the assessment is calculated was amended in a final rule that was adopted in April 2016, effective the third quarter of 2016. For banks with less than $10 billion in total consolidated assets, the assessment rate is calculated using a financial ratios method based on a statistical model estimating the bank's probability of failure over three years utilizing seven financial ratios (leverage ratio; net income before taxes/total assets; nonperforming loans and leases/gross assets; other real estate owned/gross assets; brokered deposit ratio; one year asset growth; and loan mix index) and a weighted average of supervisory ratings components. The final rule also eliminates the brokered deposit downward adjustment factor for such banks' assessment rates, providing a new brokered deposit ratio applicable to all small banks, whereby brokered deposits in excess of 10% of total consolidated assets (inclusive of reciprocal deposits if a bank is not well-capitalized or has a composite supervisory rating other than a 1 or 2) as a result of which assessment rates may be increased for banks which experience rapid growth; lowers the range of assessment rates authorized to 1.5 basis points for an institution posing the least risk, to 40 basis points for an institution posing the most risk; and will further lower the range of assessment rates if the reserve ratio of the Deposit Insurance Fund increases to 2% or more. Banks with over $10 billion in total consolidated assets are required to pay a surcharge of 4.5 basis points on their assessment basis, subject to certain adjustments. The FDIC may also impose special assessments from time to time. Under the 2017 Tax Act, FDIC insured institutions with assets in excess of $10 billion will be subject to a phase out of the deductibility of deposit insurance premiums. The FDIC may also impose special assessments from time to time.

The Dodd-Frank Act permanently increased the maximum deposit insurance amount for banks, savings institutions and credit unions to $250 thousand per depositor. The Dodd-Frank Act also broadened the base for FDIC insurance assessments. Assessments are now based on a financial institution's average consolidated total assets less tangible equity capital. The Dodd-Frank Act requires the FDIC to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020 and eliminates the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. The Dodd-Frank Act eliminated the statutory prohibition against the payment of interest on business checking accounts.

Concentration and Risk Guidance. The federal banking regulatory agencies issued joint interagency guidance regarding material direct and indirect asset and funding concentrations. The guidance defines a concentration as any of the following: (1) asset concentrations of 25% or more of Total Capital (loan related) or Tier 1 Capital (non-loan related) by individual borrower, small interrelated group of individuals, single repayment source or individual project; (2) asset concentrations of 100% or more of Total Capital (loan related) or Tier 1 Capital (non-loan related) by industry, product line, type of collateral, or short-term obligations of one financial institution or affiliated group; (3) funding concentrations from a single source representing 10% or more of Total Assets; or (4) potentially volatile funding sources that when combined represent 25% or more of Total Assets (these sources may include brokered, large, high-rate, uninsured, internet-listing-service deposits, Federal funds purchased or other potentially volatile deposits or borrowings). If a concentration is present, management must employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, third party review and increasing capital requirements.

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Additionally, the federal bank regulatory agencies have issued guidance governing financial institutions with concentrations in commercial real estate lending. The guidance provides that institutions that have (1) total reported loans for construction, land development, and other land which represent 100% or more of an institution's total risk-based capital; or (2) total reported commercial real estate loans, excluding loans secured by owner-occupied commercial real estate, representing 300% or more of the institution's total risk-based capital and the institution's commercial real estate loan portfolio has increased 50% or more during the prior 36 months, are identified as having potential commercial real estate concentration risk. Institutions, like the Bank, which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital.

Increased Focus on Lending to Members of the Military. The federal banking agencies and the DOJ have recently increased their focus on financial institution compliance with the Servicemembers Civil Relief Act, or SCRA. The SCRA requires a bank to cap the interest rate at 6% for any loan to a member of the military who goes on active duty after taking out the loan. It also limits the actions the Bank can take when a servicemember is in foreclosure.

Limitations on Incentive Compensation. In April 2016, the Federal Reserve and other federal financial agencies re-proposed restrictions on incentive-based compensation pursuant to Section 956 of the Dodd-Frank Act for financial institutions with $1 billion or more in total consolidated assets. For institutions with at least $1 billion but less than $50 billion in total consolidated assets, the proposal would impose principles-based restrictions that are broadly consistent with existing interagency guidance on incentive-based compensation. Such institutions would be prohibited from entering into incentive compensation arrangements that encourage inappropriate risks by the institution (1) by providing an executive officer, employee, director, principal shareholder or individuals who are "significant risk takers" with excessive compensation, fees, or benefits, or (2) that could lead to material financial loss to the institution. The proposal would also impose certain governance and recordkeeping requirements on institutions of our size. The Federal Reserve would reserve the authority to impose more stringent requirements on institutions of our size. We are evaluating the expected impact of the proposal on our business.

Cybersecurity. In March 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. The other statement indicates that a financial institution's management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution's operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. If we fail to observe the regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties. To date, we have not experienced a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, but our systems and those of our customers and third-party service providers are under constant threat and it is possible that we could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers.

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MANAGEMENT

Set forth below is a description of the principal occupation and business experience of each of the directors and executive officers of the Company and the Bank. Except as expressly indicated below, each person has been engaged in his principal occupation for at least five years and has been a director of the Company and the Bank since their respective organization. Terms of service as director of the Company includes the term of service as a director of the Bank prior to the establishment of the Company as the holding company for the Bank. In accordance with the terms of our articles of incorporation, each of our directors is elected for a one-year term by a plurality vote, until the following annual meeting of shareholders, or until their successors are elected and qualified.

Directors

Patricia A. Ferrick , 55, has served as President of the Company and Bank since June 2017, and previously served as Executive Vice President and Chief Financial Officer since the Bank's organization in 2007, and has served in the same capacity for the Company since its organization. Prior to joining the Bank, Ms. Ferrick served as Executive Vice President and Chief Financial Officer at both Potomac Bank of Virginia (2004-2006) and Southern Financial Bancorp, Inc. (2000-2004). Ms. Ferrick worked for KPMG (formerly Peat Marwick) as an auditor and obtained her CPA license before serving as an internal auditor and later controller at various banks in the Washington, D.C. area. Ms. Ferrick has served as a director of Ronald McDonald House Charities of Washington, D.C. from 2011 to 2017, and is currently serving as a director of the Virginia Association of Community Banks. Ms. Ferrick joined the board of directors in 2017.

L. Burwell Gunn , 73, is currently the Vice Chairman of the board of directors, and served as President and Vice Chairman of the board of directors from 2008 to 2014 and as Chief Operations Officer from 2008 until his retirement in 2012. Prior to joining the Bank, he was Senior Vice President, Senior Lender and Not for Profit Division Head at Commerce Bank from 2005 to 2008 and Managing Director for Provident Bank for Metro Washington and Richmond from 2002 to 2005. Mr. Gunn founded Cardinal Financial Corporation, and has held various other senior commercial lending positions. Mr. Gunn has over 42 years of banking experience.

Scott Laughlin , 49, has served as a director since 2010. Mr. Laughlin has served as a board member of Arlington-based LM&O Advertising since 2002 and has been an executive of LM&O Advertising since 2008. From 2013 to 2016, Mr. Laughlin served as venture partner with Ardent Capital, a private equity firm focused on investments in Southeast Asia. He is an entrepreneur and venture investor who has participated in several notable emerging technology company successes, including LinkExchange, Zappos.com, Xythos Software and TellMe Networks. He is a graduate of Princeton University.

Thomas L. Patterson , 66, has served as a director since organization of the Bank in 2007. Mr. Patterson practiced commercial and real estate law and general business law in Virginia, Maryland, and the District of Columbia for over 30 years until his retirement in 2010. He graduated magna cum laude from Bucknell University, and is a graduate of the Georgetown University Law Center. Mr. Patterson was an organizing director, board member and member of the audit committee of James Monroe Bank from 1998 until its sale to Mercantile Bankshares Corporation in 2006.

David W. Pijor , 65, has served as Chairman and Chief Executive Officer since the organization of the Bank in 2007, and also served as President from 2014 to 2017. Mr. Pijor was the founding Chairman of the board of directors of James Monroe Bank and was instrumental in guiding James Monroe Bank through all stages of its successful history, from its initial organization through its sale to Mercantile Bankshares Corporation. Prior to becoming Chairman and Chief Executive Officer, Mr. Pijor was an attorney practicing corporate and tax law in Fairfax, Virginia for over 29 years. Mr. Pijor graduated from the University of Michigan, with honors in economics with high distinction and is a graduate of Georgetown University Law Center.

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Devin Satz , 65, has served as a director since the organization of the Bank in 2007. Mr. Satz, currently retired, was the founder and, until its sale to IMS Health Incorporated in 2005, the President and Chief Executive Officer of Synchronous Knowledge, Inc., a health service research company analyzing electronic medical records for, among other clients, the U.S. Air Force. In 2016, Mr. Satz cofounded Drey Capital Group LLC to make the benefits of captive insurance available to small and mid-sized businesses. Among Mr. Satz's academic achievements are degrees in biology and electrical engineering from Case Western Reserve University and Cleveland State University and a master's degree in biomedical engineering from Duke University.

Lawrence W. Schwartz , 64, has served as a director since the organization of the Bank in 2007. Mr. Schwartz is a certified public accountant who has operated CPA firms since 1984, and has been a partner with PBMares LLP, an accounting and business advisory firm, and its predecessor firms since 2013. Mr. Schwartz was a founding director and Chair of the audit committee for BankAnnapolis from 1990 until its sale in 2013. He also served from 1997 to 2014 as an adjunct professor of accountancy at George Washington University. He received his BS in Business at the University of Florida and an MBA from The George Washington University.

Sidney G. Simmonds , 61, joined the board of directors in 2012 as a result of the Bank's acquisition of 1st Commonwealth Bank of Virginia in October 2012, where he was Chairman of the Board of Directors. Mr. Simmonds has been the President of Simmonds & Klima, Ltd., a Certified Public Accounting and business consulting firm in Arlington, Virginia since 1981. Mr. Simmonds is Vice Chairman of the Virginia Hospital Center Health Care System.

Daniel M. Testa , 71, has served as a director since the organization of the Bank in 2007. Mr. Testa was previously the owner, President and Chief Executive Officer of TCI, a leading full service voice and data systems integration company, serving the Washington, D.C. metropolitan area since 1980 until its sale in 2016 and has since served as a consultant for TCI's executive team. Mr. Testa has been the Chairman and Chief Executive Officer of People 2 People of D.C., LLC, an Executive Level Networking/Consulting firm since 2015. Mr. Testa graduated from Quinnipiac University with a Bachelor of Science in marketing.

Philip R. Wills, III ("Trey") , 51, has served as a director since 2010. Mr. Wills is a third generation real estate developer based in the Washington, D.C. metro area with Wills Companies where he has been Principal since its formation in 1992. Mr. Wills brings more than 30 years of real estate knowledge to the Bank. His broad range of expertise includes project financing, land development, property sales and acquisitions, leasing, property management and construction management, across all market segments.

Steven M. Wiltse, CPA , 61, joined the board of directors in 2017. Mr. Wiltse has been a retired Partner of BDO USA, LLP since 2014 and previously a Partner with the public accounting firm Argy, Wiltse, Robinson, P.C., from its organization in 1991 until to its acquisition by BDO USA, LLP. in November 2012, He served as a board member of Cardinal Bank from 2012 until 2017 when it was acquired by United Bank, and was also a director of EagleBank from 2010 to 2011.

Prospective Director

Morton A. Bender, 85, is Chairman of the Board, President and principal owner of Colombo. Mr. Bender, retired from active employment, also is a real estate developer, investor and philanthropist. As a director, Mr. Bender brings extensive experience in real estate, investment and general business matters with strong ties to the Washington, D.C. area business community. Mr. Bender has been a director of Colombo since 2002 and was a director of Independence Federal Savings Bank and, jointly with his spouse, was the majority stockholder of Independence Federal Savings Bank prior to its merger with Colombo in November 2013.

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Director Independence

Under the rules of Nasdaq, a majority of the members of the board of directors must be "independent directors." The rules of Nasdaq, as well as those of the SEC, impose several requirements with respect to the independence of our directors. Our board of directors has affirmatively determined that each director, other than Mr. Pijor and Ms. Ferrick, is an "independent director" as that term is defined in Rule 5605(a)(2) of the Nasdaq rules. The board of directors has also determined that the members of the Audit Committee and Compensation Committee are independent under the heightened standards of independence required by Sections 5605(c)(2)(A) and 5605(d)(2)(A), respectively, of the Nasdaq rules. In making these determinations, the board of directors considered the banking relationships with directors and their related interests which we enter into in the ordinary course of our business, the arrangements which are disclosed under "Certain Relationships and Related Transactions," and the compensation arrangements described under "Executive Compensation" and "Director Compensation."

Board Leadership Structure

Our board of directors does not have a policy requiring the separation of the roles of Chairman of the Board and Chief Executive Officer. It is our board's view that rather than having a rigid policy, the board of directors, upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Since our formation, the positions of Chairman and Chief Executive Officer have been combined and held by Mr. Pijor. We believe this board leadership structure is the most appropriate because of the efficiencies achieved in having the role of Chairman and Chief Executive Officer combined, and because the detailed knowledge of our business that the Chief Executive Officer possesses greatly enhances the decision-making processes of the board of directors as a whole. As noted above, Mr. Pijor is not considered to be "independent" under Nasdaq rules.

Because the Chairman of the Board is not an independent director, we have a separate lead independent director who organizes and presides at sessions of our independent directors. Currently, Mr. Gunn will serve as our lead independent director. Consistent with Nasdaq listing requirements, the independent directors regularly have the opportunity to meet without Mr. Pijor present.

Board Oversight of Risk Management

Our board of directors believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our long-term corporate success. Our board of directors, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our board of directors assuming a different and important role in overseeing the management of the risks we face.

Our full board of directors oversees our risk management framework, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face. Our full board of directors also reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics developed by management. The Audit Committee of our board of directors is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting). The Compensation Committee of our board of directors has primary responsibility for, among other things, reviewing and recommending compensation arrangements with our Chief Executive Officer and other executive officers; administering equity compensation plans; and reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers. The Governance and Nominating Committee of our board of directors

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oversees risks associated with the independence of our board of directors and potential conflicts of interest.

Our executive management team is responsible for implementing and reporting to our board of directors regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, on a day-to-day basis. Our executive management team is also responsible for creating and recommending to our board of directors for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

The role of our board of directors in our risk oversight is consistent with our leadership structure, with the members of our executive management team having responsibility for assessing and managing our risk exposure, and our board of directors and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.

Compensation Committee Interlocks and Insider Participation

Upon completion of the offering, none of the members of our Compensation Committee will be or will have been an officer or employee of the Company or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Board Committees

Our board of directors has established three standing committees in connection with the discharge of its responsibilities—the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. These committees perform the same functions for the Bank. Our board of directors also maintains the authority to appoint additional committees to perform certain management and administrative functions. Our board has adopted written charters for each of these committees, a copy of which will be available, upon completion of the offering, on our website at www.fvcbank.com. As necessary from time to time, special committees may be established by our board of directors to address certain issues.

Audit Committee. Our Audit Committee consists of Messrs. Laughlin, Schwartz (Chair) and Simmonds. Our Audit Committee is responsible for, among other things: monitoring the integrity of, and assessing the adequacy of, our financial statements, the financial reporting process and our system of internal accounting and financial controls; selecting our independent public accounting firm and assessing its qualifications, independence and performance; monitoring the internal audit function; reviewing and, if appropriate, pre-approving all auditing and permissible non-audit services performed by the independent accounting firm; assisting our board in ensuring compliance with laws, regulations, policies and procedures; and overseeing the effectiveness of our risk management structure and systems. The Audit Committee has the authority to retain special counsel and other advisors to assist in carrying out its responsibilities.

Our board of directors has affirmatively determined that each of Messrs. Laughlin, Schwartz and Simmonds satisfies the requirements for independence as an audit committee member and that all satisfy the requirement for financial literacy under the rules and regulations of Nasdaq and the SEC. Mr. Schwartz qualifies as an "audit committee financial expert" as defined in the SEC rules and satisfies the financial sophistication requirements of the Nasdaq.

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Compensation Committee. Our Compensation Committee consists of Messrs. Patterson, Testa (Chair) and Wills, each of whom is a nonemployee member of our board of directors. The committee is responsible for, among other things, reviewing and recommending compensation arrangements with our Chief Executive Officer and other executive officers; administering equity compensation plans; and reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers. The Compensation Committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities. The Compensation Committee has retained the services of an independent compensation consultant, Compensation Advisors, to review executive compensation benchmarking, peer review and provide a recommendation with respect to our executive compensation. Following completion of this offering, the Compensation Committee will review and recommend to the board of directors the compensation for all of our executive officers.

Our board of directors has affirmatively determined that each of Messrs. Patterson, Testa and Wills satisfies the requirements for independence under the rules of Nasdaq and the SEC, and as a "non-employee director" for purposes of the Exchange Act Rule 16b-3.

Governance and Nominating Committee. Our newly formed Governance and Nominating Committee consists of Messrs. Gunn (Chair), Testa and Wiltse, each of whom is a nonemployee member of our board of directors. The committee is responsible for, among other things, identifying and recommending to our board of directors qualified individuals to become directors; nominating candidates for election to our board to fill vacancies; and assisting our board in establishing and maintaining effective corporate governance practices. The Nominating Committee has the authority to retain special counsel and other advisors to assist in carrying out its responsibilities.

Our board of directors has affirmatively determined that each of Messrs. Gunn, Testa and Wiltse satisfies the requirements for independence under the rules of Nasdaq and the SEC for purposes of nominating committee service.

Code of Business Conduct and Ethics

Prior to completion of this offering, our board of directors will adopt a code of business conduct and ethics that applies to all of our directors and employees. The code will set forth the standard of ethics that we expect all of our directors and employees to follow. Upon completion of this offering, our code of business conduct and ethics will be available on our website at www.fvcbank.com. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website, as well as any other means required by Nasdaq rules.

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Executive Officers Who Are Not Directors

The following information is provided with respect to the current executive officers of the Bank who are not directors.

Name		Position

William G. Byers	56	Chief Lending Officer and Executive Vice President of Company and Bank
Jennifer L. Deacon	44	Chief Financial Officer and Executive Vice President of Company and Bank
B. Todd Dempsey	60	Chief Operating Officer and Executive Vice President of Company and Bank
Sharon L. Jackson	58	Chief Deposit Officer and Executive Vice President of Company and Bank
Michael G. Nassy	43	Chief Credit Officer and Executive Vice President of Company and Bank

Background and Experience of Executive Officers

William G. Byers serves as Executive Vice President and Chief Lending Officer of the Company and the Bank. Prior to joining the Bank in 2011, Mr. Byers worked with Middleburg Bank, Wachovia Bank and Citibank in the area of commercial real estate finance. Mr. Byers holds a BA in Political Science from Pennsylvania State University and an MS in Business Administration from Strayer University in Washington, D.C. Mr. Byers serves as Director of the Loudoun County Economic Development Authority and Loudoun Water.

Jennifer L. Deacon has served as Executive Vice President and Chief Financial Officer of the Company and the Bank since September 2017. Prior to joining the Company, she served as Executive Vice President and Chief Accounting Officer of Cardinal Financial Corporation, and its subsidiary, Cardinal Bank, McLean, Virginia since June 2013. Ms. Deacon served in progressively senior roles at Cardinal Bank since joining that institution in 1998. Ms. Deacon is a licensed CPA and holds a BS in Accounting and an Executive MBA from George Mason University.

B. Todd Dempsey currently serves as Executive Vice President and Chief Operating Officer of the Company and the Bank. A founding Officer of the Bank, Mr. Dempsey oversees the support functions of the Bank including IT, deposit operations, compliance and facilities management. During his 37-year banking career, Dempsey served in various management and credit related functions, last as Senior Vice President at United Bank. An active community member, Dempsey enjoys coaching youth sports and supporting Rotary International activities.

Sharon L. Jackson currently serves as Executive Vice President and Chief Deposit Officer of the Company and the Bank, leading the retail, business development and cash management teams. Prior to joining the Bank in 2016, Ms. Jackson held various positions with Virginia financial institutions but most recently served as Executive Vice President, Director of Business Development for MainStreet Bank from 2009 until 2016. She currently serves on the board of directors of the Central Fairfax Chamber of Commerce and on the board of Foundation Fighting Blindness. Ms. Jackson is a graduate of University of Virginia Bankers School of Bank Management and ICBA Executive Leadership Program.

Michael G. Nassy serves as Chief Credit Officer and Executive Vice President of the Company and the Bank. Prior to joining the Bank in 2012, Mr. Nassy worked at City First Bank of D.C. N.A., National Cooperative Bank, and Wachovia Bank. Mr. Nassy is responsible for setting the credit culture for the Bank and overseeing all credit-related activities and loan policies and procedures. Mr. Nassy

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holds a BS in Management from St. John's University and serves as an honorary board member for N Street Village and incoming board member for The Risk Management Association.

Prospective Executive Officer

Gilbert F. Kennedy, III, serves as President and Chief Executive Officer of Colombo, a position that he has held since July 2012. Mr. Kennedy is a 38-year veteran of the banking industry. Prior to joining Colombo, Mr. Kennedy served as Chief Special Asset Officer of Essex Bank, where he was instrumental in Essex Bank's efforts to be relieved of their written agreement with the Federal Reserve. Mr. Kennedy held senior level positions at Bay National Bank (June 2005 to October 2009), Susquehanna Bank (February 2002 to December 2004), Provident Bank (January 1998 to February 2002) and Signet Bank (1980 to 1997). Mr. Kennedy is knowledgeable in all aspects of commercial and real estate lending, equipment finance, asset-backed lending and problem asset resolution work. Mr. Kennedy received his BA and MBA from Loyola University Maryland. Mr. Kennedy has been a director of Colombo since 2012. Upon consummation of the merger, Mr. Kennedy will serve as our Executive Vice President—Market President Washington, D.C./Maryland.

EXECUTIVE COMPENSATION

As an emerging growth company under the JOBS Act, we have opted to comply with the executive compensation disclosure rules applicable to "smaller reporting companies" as such term is defined in the rules promulgated under the Securities Act, which permit us to limit reporting of compensation disclosure to our principal executive officer and our two other most highly compensated executive officers, which are referred to as our "named executive officers."

The compensation reported in the Summary Compensation Table below is not necessarily indicative of how we will compensate our named executive officers in the future. We will continue to review, evaluate and modify our compensation framework to maintain a competitive total compensation package. As such, and as a result of our becoming a publicly traded company, the compensation program following this offering could vary from our historical practices.

Our named executive officers for 2017 are:

•: David W. Pijor, Chairman and Chief Executive Officer;
•: Patricia A. Ferrick, President; and
•: B. Todd Dempsey, Executive Vice President and Chief Operating Officer.

Summary Compensation Table

The following table sets forth certain information with respect to the compensation paid to our named executive officers for the fiscal years ended December 31, 2017 and December 31, 2016.

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SUMMARY COMPENSATION TABLE

Name and Principal Position		Salary		Bonus		Stock Awards(1)		Option Awards(2)		All Other Compensation(3)		Total

David W. Pijor, Chief Executive	2017	$	505,833	$	550,000	$	157,950	$	—	$	43,478	$	1,257,261
Officer	2016		451,667		460,000		—		177,969		29,890		1,119,526
Patricia A. Ferrick,	2017		288,375		75,000		105,300		—		8,197		476,872
President(4)	2016		241,665		50,000		—		67,627		8,756		368,048
B. Todd Dempsey, EVP &	2017		257,133		60,000		87,750		—		9,127		414,010
Chief Operating Officer	2016		229,162		40,000		—		49,831		6,797		325,790

(1): Represents the grant date fair value of awards of time vested restricted stock units granted on December 22, 2017 for performance during the year indicated. The fair value of $17.55 was determined in accordance with FASB ASC Topic 718, based on the closing price on December 22, 2017.
(2): Represents the grant date fair value of awards of options for performance during the year indicated, calculated using a Black-Scholes option pricing model. For information regarding the assumptions used in calculating grant date fair value, please refer to Notes 1 and 14 to our consolidated financial statements for the year ended December 31, 2017.
(3): Other compensation consisted of the following items:

Name		Car Allowance		Insurance Premiums		401(k) Matching Contributions		Total

David W. Pijor	2017	$	12,000	$	22,028	$	9,450	$	43,478
	2016		12,000		14,056		3,834		29,890
Patricia A. Ferrick	2017		—		1,006		7,191		8,197
	2016		—		483		8,273		8,756
B. Todd Dempsey	2017		—		1,441		7,686		9,127
	2016		—		851		5,946		6,797

(4): Ms. Ferrick was promoted to her current position in June 2017.

Narrative Discussion of Summary Compensation Table

Over the last several years, we have compensated our named executive officers through a combination of base salary, cash bonuses, equity based instruments, including stock option awards and restricted stock units, and other benefits including perquisites. Each of our named executive officers has substantial responsibilities in connection with the day-to-day operations of our Bank. The compensation of the named executive officers in the Summary Compensation Table is not necessarily indicative of how we will compensate our named executive officers in the future. We plan to continue to review, evaluate and modify our compensation framework to ensure that our executive officer compensation packages remain competitive, achieve our desired goals and remain consistent with our compensation philosophy.

Base Salary. The base salary of our Chief Executive Officer has historically been reviewed and set annually by the Compensation Committee of the board as part of our performance review process. In establishing the base salary for our Chief Executive Officer, our board has relied on external market data obtained from outside sources. In addition to considering the information from such sources, the board has considered the Chief Executive Officer's:

•: scope of responsibility;
•: years of experience;

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•: the types and amount of the elements of compensation to be paid;
•: individual performance and contributions to our performance, including leadership and team work.

Our financial performance and performance with respect to other aspects of our operations, such as our growth, asset quality, profitability and other matters, including the status of our relationship with the banking regulatory agencies are also an important considerations in the Chief Executive Officer's compensation.

Mr. Pijor, Ms. Ferrick and Mr. Dempsey are currently entitled to annual base salaries of $590,000, $340,000 and $272,646, respectively.

Prior to this offering, the compensation of our other executive officers, including our named executive officers other than Mr. Pijor and, since her promotion to President, Ms. Ferrick, was recommended to the board of directors by Mr. Pijor and Ms. Ferrick. Prior to Ms. Ferrick's promotion, the compensation of other executive officers was recommended to the board of directors by Mr. Pijor. Following this offering, the Compensation Committee will recommend to the board of directors the compensation of all of our executive officers, with input from Mr. Pijor and Ms. Ferrick.

Cash Bonuses. Our named executive officers are eligible to receive an annual cash bonus. These bonuses are intended to recognize and reward those named executive officers who contribute meaningfully to our performance for the year. These bonuses are subject to the discretion of the board of directors each year as to whether and in what amounts they will be paid. Generally, payment of a bonus is contingent upon the performance of the named executive officer and the overall performance of the Bank, including, generally, the satisfaction of minimum performance levels, below which no award will be made.

2008 Plan. The Company maintains the Amended and Restated 2008 Stock Incentive Plan, or the 2008 Plan, which was adopted by the Bank and assumed by the Company in connection with the formation of the holding company, to attract, retain, and motivate key officers and directors by providing them with a stake in the success of the Company as measured by the value of its shares.

The purpose of the 2008 Plan is to advance the interests of the Company by providing directors and selected key employees of the Company with the opportunity to acquire shares of common stock. By encouraging such stock ownership, the Company seeks to attract, retain and motivate the best available personnel for positions of substantial responsibility and to provide additional incentive to directors and key employees of the Company and any affiliate to promote the success of the business as measured by the value of its shares, and to increase the commonality of interests among directors, key employees and other shareholders.

Under the 2008 Plan, incentive stock options, or ISOs, non-incentive stock options, or Non-ISOs and together with ISOs, options, shares of restricted stock and restricted stock units may be awarded to such officers and employees as the Compensation Committee may designate, and Non-ISOs, shares of restricted stock and restricted stock units may be awarded to directors.

The 2008 Plan, as amended at the 2018 Annual Meeting of Shareholders, provides for the issuance of up to 2,729,296 shares of common stock. The total number of shares subject to issuance under the plan (excluding 425,722 shares subject to exercised options) is 2,297,716, representing approximately 20.8% of the number of shares outstanding assuming the issuance of all shares subject to the 2008 Plan, and approximately % of the number of shares which would be outstanding assuming issuance of all shares being offered hereby and the issuance of all shares subject to the 2008 Plan, and without the exercise of the underwriters' over-allotment option. As of June 30, 2018, options to purchase 1,991,363 shares of common stock were outstanding under the 2008 Plan, of which 1,729,092 were currently exercisable, and unvested awards of 65,475 restricted stock units were outstanding.

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Additionally, options to acquire 48,852 shares were outstanding under the option plan we assumed in connection with the acquisition of 1st Commonwealth Bank of Virginia.

401(k) Plan. Our 401(k) Plan is designed to provide retirement benefits to all eligible full-time and part-time employees. The 401(k) Plan provides employees with the opportunity to save for retirement on a tax-favored basis. Our named executive officers, all of whom were eligible to participate in the 401(k) Plan during 2017 and 2016, may elect to participate in the 401(k) Plan on the same basis as all other employees. We have elected a safe harbor 401(k) Plan and as such make matching contributions of up to 100% of employee salary contribution deferrals up to 1% of pay and 50% of employee salary contributions that exceed 1% but do not exceed 6%, subject to a cap of $55 thousand for any employee in 2018. An employee must contribute to receive the matching contribution.

Health and Welfare Benefits. Our named executive officers are eligible to participate in the same benefit plans designed for all of our eligible full-time and part-time employees, including health, dental, vision, disability and basic group life insurance coverage. The purpose of our employee benefit plans is to help us attract and retain quality employees, including executives, by offering benefit plans similar to those typically offered by our competitors.

Perquisites. We provide our named executive officers with a limited number of perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. Please refer to the Summary Compensation Table for a description of the types of perquisites provide to our named executive officers.

We do not maintain any: defined benefit retirement plans; any nonqualified deferred compensation programs or arrangements; or any non-equity incentive plans or compensation programs; for the benefit of our named executive officers or in which they may participate.

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Outstanding Equity Awards at Year End

The following table sets forth, on an award by award basis, information concerning all awards of stock options, and unvested restricted stock and restricted stock units held by named executive officers at December 31, 2017. All options were granted with an exercise price of 100% of market value as determined in accordance with the 2008 Plan. The number of shares subject to each award and the exercise price have been adjusted to reflect all stock dividends, and stock splits effected after the date of such award, but have not otherwise been modified.

	Option Awards									Stock Awards

Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable			Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested(7)		Market Value of Shares or Units of Stock that Have Not Vested(8)
David W. Pijor		78,125		—		$	5.12		6/26/2018		9,000	$	157,680
		34,178		—			6.40		3/1/2021
		48,827		—			6.91		3/1/2022
		68,358		—			7.17		3/1/2023
		78,125		—			6.95		6/26/2024
		39,062		39,063	(1)		8.56		3/1/2025
		19,531		58,594	(2)		11.52		5/19/2026
Patricia A. Ferrick		10,507		—		$	5.12		6/26/2018		6,000	$	105,120
		13,671		—			6.40		3/1/2021
		23,437		—			6.91		3/1/2022
		27,343		—			7.17		3/1/2023
		27,343		—			6.95		6/26/2024
		15,625		15,625	(3)		8.56		3/1/2025
		7,241		22,446	(4)		11.52		5/19/2026
B. Todd Dempsey		13,671		—		$	5.12		6/26/2018		5,000	$	87,600
		13,671		—			6.40		3/1/2021
		23,437		—			6.91		3/1/2022
		25,390		—			7.17		3/1/2023
		25,390		—			6.95		6/26/2024
		13,671		13,672	(5)		8.56		3/1/2025
		5,468		16,407	(6)		11.52		5/19/2026

(1): These stock option awards were granted on March 1, 2015. Each award vests annually with respect to 19,531 additional shares or 25% per year on the anniversary of the grant date, provided he remains employed with us.
(2): These stock option awards were granted on May 19, 2016. Each award vests annually with respect to 19,531 additional shares or 25% per year on the anniversary of the grant date, provided he remains employed with us.
(3): These stock option awards were granted on March 1, 2015. Each award vests annually with respect to 7,812 additional shares or 25% per year on the anniversary of the grant date, provided she remains employed with us.
(4): These stock option awards were granted on May 19, 2016. Each award vests annually with respect to 7,421 additional shares or 25% per year on the anniversary of the grant date, provided she remains employed with us.

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(5): These stock option awards were granted on March 1, 2015. Each award vests annually with respect to 6,835 additional shares or 25% per year on the anniversary of the grant date, provided he remains employed with us.
(6): These stock option awards were granted on May 19, 2016. Each award vests annually with respect to 5,468 additional shares or 25% per year on the anniversary of the grant date, provided he remains employed with us.
(7): Each of the named executive officers received restricted stock units during 2017. The grant date for the restricted stock units to each of the named executive officers is December 22, 2017. The vesting period for each of the restricted stock units is 25% per year on the anniversary of the grant over the next four years.
(8): Based on the $17.52 closing price of the common stock on December 29, 2017.

Employment Agreements, Change in Control Agreements and Benefit Plans

Employment Agreement .

The Bank and Mr. Pijor have entered into an employment agreement dated as of October 1, 2014, pursuant to which he serves in his capacity as Chief Executive Officer of the Bank. The current term of the agreement extends until October 1, 2018. The term will automatically renew for successive one year terms unless either Mr. Pijor or the Bank gives written notice, at least 120 days before the end of the then current term, of an intent not to renew, or if the agreement is otherwise terminated early. Under the agreement, Mr. Pijor receives a current base salary of $590,000 and a bonus based upon a combination of personal performance and Bank performance goals, as determined by the Board of Directors. In the event of termination of the Agreement as a result of death or disability, Mr. Pijor or his estate would, for six months following his termination, be entitled to all compensation and benefits which Mr. Pijor would be entitled to receive absent such termination. Mr. Pijor is entitled to participate in the Company's generally available benefit plans, a monthly car allowance of $1,000, and $1,000,000 of Bank paid life insurance.

In the event of a termination of the agreement by the Bank without cause, as defined in the agreement, and subject to his timely execution and delivery of a general release, and to his continued compliance with certain noncompetition and nonsolicitation provisions of the agreement, Mr. Pijor would be entitled to receive salary at his then current rate and payment of his health insurance premiums under COBRA, to the extent he is eligible for such benefits, for a period of two years.

In the event that Mr. Pijor's employment is terminated without cause within 120 days immediately prior to and in conjunction with a change in control or within 12 months following consummation of a change in control, or if he terminates his employment within 12 months following consummation of a change in control, because his compensation, benefits, title, duties, responsibilities or position have been materially reduced such that he is not in a comparable position (with materially comparable compensation, benefits, title, duties, responsibilities or position, or is not located within 50 miles of his primary worksite) to the position he held immediately prior to the change in control, then, subject to his timely execution and delivery of a general release, Mr. Pijor would be entitled to receive a lump-sum cash payment equal to 2.99 times the sum of his salary at the highest rate in effect during the 12 months immediately preceding his termination date and cash bonuses received during the 12 months immediately preceding his termination date, subject to reduction to avoid such payments being excess parachute payments.

Mr. Pijor's agreement contains post-employment noncompetition and nonsolicitation restrictions. Under such provisions, for a period of two years following his termination or the expiration of the agreement, Mr. Pijor is prohibited, absent the prior approval of a majority of the board of directors, from providing any advice, assistance or services to any competitive business or to any person that is

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attempting to form or acquire a competitive business if such competitive business operates, or is planning to operate, any office, branch or other facility that is, or is proposed to be, located within a 25 mile radius of the Bank's headquarters or any branch or office, in any capacity, whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise. During such period, he also agrees that he will not directly or indirectly, for himself or any other person, in any capacity, induce or attempt to induce any customer, supplier, officer, director, employee, contractor, consultant, agent or representative of, or any other person that has a business relationship with any Bank entity, to discontinue, terminate or reduce the extent of its, his or her relationship with any Bank entity or to take any action that would disrupt or otherwise be disadvantageous to any such relationship; solicit any customer for the purpose of providing any competitive products or services; or solicit any employee to commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit of any other competitive business.

Change in Control Agreement.

The Company and Ms. Ferrick have entered into a Change in Control Agreement dated as of March 9, 2018. The term of the agreement is three years, and renews on each anniversary of the date of the agreement for an additional one year, unless either party give prior notice of an intention not to renew. In the event that Ms. Ferrick's employment is terminated without cause (as defined in the agreement) beginning on the earlier of (i) the date the Company enters into a definitive agreement for a transaction which would if consummated constitute a change in control, or (ii) three months prior the effectiveness of a change in control, and ending one year after the effectiveness of the change in control, or if (x) as of the effective date of the change in control, Ms. Ferrick has not been offered a position with the surviving or resulting entity following the change in control that is at least comparable (including materially comparable compensation, benefits, title, duties, responsibilities or position, and is located within thirty five (35) miles of her primary worksite) to the position she held immediately prior to the effectiveness of the change in control, and (y) she does not accept a position with the surviving or resulting entity which is not a comparable position (other than a temporary position or consulting arrangement with a term of not more than 180 days following the effectiveness of the change in control), then subject to timely execution and delivery of a general release, Ms. Ferrick would be entitled to receive a lump-sum cash payment equal to 1.99 times the sum of (a) her then current base salary and (b) cash bonuses received during the twelve month period immediately preceding her last day of employment, and twelve months of health insurance premiums, subject to reduction to avoid such payments being excess parachute payments.

Ms. Ferrick's agreement contains post-employment noncompetition and nonsolicitation restrictions. Under such provisions, for a period of one year following her termination or the expiration of the agreement, Ms. Ferrick is prohibited, absent the prior approval of a majority of the board of directors, from providing any advice, assistance or services to any competitive business or to any person that is attempting to form or acquire a competitive business if such competitive business operates, or is planning to operate, any office, branch or other facility that is, or is proposed to be, located within a twenty-five (25) mile radius of the Bank's headquarters or any branch or office, in any capacity, whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise. During such period, she also agrees that she will not directly or indirectly, for herself or any other person, in any capacity, induce or attempt to induce any customer, supplier, officer, director, employee, contractor, consultant, agent or representative of, or any other person that has a business relationship with any Bank entity, to discontinue, terminate or reduce the extent of its, his or her relationship with any Bank entity or to take any action that would disrupt or otherwise be disadvantageous to any such relationship; solicit any customer for the purpose of providing any competitive products or services; or solicit any employee to

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commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit of any other competitive business.

Director Compensation

The following table sets forth information regarding compensation paid to non-employee directors of the Company during the year ended December 31, 2017 for service as members of our boards of directors and committees. Members of the board of directors who are employees do not receive additional cash compensation for service on the board of directors.

Name	Fees Earned or Paid in Cash		Stock Awards(1)		All Other Compensation(4)		Total

L. Burwell Gunn	$	46,383	$	28,080	$	—	$	74,463
Scott Laughlin		45,733		28,080		—		73,813
Thomas L. Patterson		48,583		28,080		—		76,663
Devin Satz		45,383		28,080		—		73,463
Lawrence W. Schwartz		48,333		28,080		—		76,413
Sidney G. Simmonds		44,733		28,080		—		72,813
Daniel M. Testa		44,883		28,080		—		72,963
Philip R. Wills, III		45,933		28,080		—		74,013
Steven Wiltse		14,667		28,080		—		42,747

(1): Represents the grant date fair value of 1,600 restricted stock units awarded during 2017, based on the closing price for the common stock of $17.55 on December 22, 2017. At December 31, 2017, the non-employee directors each had unvested awards of 1,600 restricted stock units. At December 31, 2017, the non-employee directors had outstanding option awards, vested and unvested, to purchase shares of common stock, and in the case of Mr. Simmonds, warrants, as follows: Mr. Gunn—107,507 shares; Mr. Laughlin—105,973 shares; Mr. Patterson—110,655 shares; Mr. Satz—116,028 shares; Mr. Schwartz—93,836 shares; Mr. Simmonds—74,999 shares; Mr. Testa—125,111 shares; Mr. Wills—107,144 shares; Mr. Wiltse—0 shares.

During 2017, each non-employee director received as cash compensation for service as a member of the Company and Bank boards of directors: (1) an annual retainer of $32,000; (2) a payment for attendance at each board meeting of $800; (3) payments for attendance at each Director Loan Committee, Audit Committee, Asset-Liability Management Committee and Compensation Committee of $350, $300 ($400 for Committee Chairperson), $200 and $1,000, respectively. For 2018, non-employee directors are entitled to receive compensation as follows: (1) an annual retainer of $35,000; (2) a payment for attendance at each board meeting of $800; (3) payments for attendance at each Director Loan Committee, Audit Committee, Asset-Liability Management Committee and Compensation Committee of $350, $300 ($400 for Committee Chairperson), $200 and $1,000 ($2,000 for Committee Chairperson), respectively.

Certain Relationships and Related Transactions

The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with some of the Company's directors, executive officers, and their associates. All of such transactions have been on substantially the same terms, including interest rates, maturities and collateral requirements as those prevailing at the time for comparable transactions with non-affiliated persons and did not involve more than the normal risk of collectability or present other unfavorable features. Loans to insiders and their related interests require approval by the Bank Board of Directors, with any interested director not participating. The Company also applies the same standards to any

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other transaction with an insider. Additionally, loans and other related party transactions involving Company directors must be reviewed and approved by the Audit Committee.

The maximum aggregate amount of loans (including lines of credit) to officers, directors and affiliates of the Company and their related interests during the year ended December 31, 2017 amounted to $11.5 million, representing approximately 11.7% of the Company's total shareholders' equity at December 31, 2017. In the opinion of the board of directors, the terms of these loans are no less favorable to the Bank than terms of the loans from the Bank to unaffiliated parties. On December 31, 2017, $9.0 million of loans were outstanding to individuals who, during 2017, were officers, directors or affiliates of the Company. At the time each loan was made, management believed that these loans involved no more than the normal risk of collectability and did not present other unfavorable features. None of such loans were reported as a nonaccrual, past due, troubled debt restructuring or potential problem loan in the Company's financial statement for the year ended December 31, 2017.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial ownership of our common stock as of June 30, 2018, for:

•: each of our directors and named executive officers individually;
•: all of our directors and executive officers as a group; and
•: each person known to us to be the beneficial owner of more than 5% of our common stock;

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days. For purposes of calculating each person's percentage ownership, common stock issuable pursuant to equity awards within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all our common stock shown as beneficially owned by the beneficial owner.

The percentage of beneficial ownership after the offering is based on shares of common stock outstanding after the completion of this offering assuming no exercise of the underwriters' over-allotment option, and shares of our common stock to be outstanding after the completion of this offering, assuming exercise in full of the underwriters' over-allotment option. The

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following table does not reflect any shares of our common stock that our directors or officers may purchase in this offering through the directed share program described under "Underwriting."

						Immediately Following Offering				Immediately Following Offering and Merger(1)

	Prior to Offering					Assuming underwriters' over-allotment option is not exercised		Assuming underwriters' over-allotment option is exercised in full		Assuming underwriters' over-allotment option is not exercised		Assuming underwriters' over-allotment option is exercised in full
Name	Number of Shares(2)		Percent(3)			Number of Shares(2)	Percent(3)	Number of Shares(2)	Percent(3)	Number of Shares(2)	Percent(3)	Number of Shares(2)	Percent(3)
Directors
Patricia A. Ferrick		159,512		1.42	%
L. Burwell Gunn		110,830		0.99	%
Scott Laughlin(4)		157,580		1.41	%
Thomas L. Patterson		194,563		1.74	%
David W. Pijor(5)		696,045		6.10	%
Devin Satz(6)		170,910		1.53	%
Lawrence W. Schwartz		138,720		1.24	%
Sidney G. Simmonds		89,847		0.81	%
Daniel M. Testa(7)		215,143		1.92	%
Philip R. Wills III(8)		261,818		2.34	%
Steven M. Wiltse		11,132		0.10	%
Named Executive Officers who are not Directors
B. Todd Dempsey		137,689		1.23	%
All directors and executive officers of the Company as a group (16 persons)		2,578,511		20.65	%
Five percent shareholders
Nino R. Vaghi(9)		700,494		6.32	%

(1): Assuming the issuance of shares in the merger, based on an average price of $ (the midpoint of the range set forth on the cover page of this prospectus) and assuming that no Colombo shareholder elected to receive all cash consideration.
(2): Includes options to purchase common stock for individual directors and executive officers, and in the case of Mr. Simmonds, warrants, as follows: Ms. Ferrick—130,074; Mr. Gunn—94,030 shares; Mr. Laughlin—92,496 shares; Mr. Patterson—97,178 shares; Mr. Pijor—327,143 shares; Mr. Satz—96,693 shares; Mr. Schwartz—58,361 shares; Mr. Simmonds—64,895 shares; Mr. Testa—105,776 shares; Mr. Wills—93,667 shares; Mr. Wiltse—0 shares; and Mr. Dempsey—119,332 shares. For all directors and executive officers as a group, includes options and warrants to purchase an aggregate of 1,409,202 shares of common stock. For Mr. Vaghi, a former director of the Bank, includes options to purchase 15,553 shares of common stock.
(3): Represents percentage of 11,076,266 shares issued and outstanding as of June 30, 2018, except with respect to directors and executive officers holding options exercisable within 60 days of said date, in which event, represents percentage of shares issued and outstanding plus the number of the number of shares with respect to which such person holds options exercisable within 60 days of June 30, 2018.
(4): Includes 40,425 shares held jointly with Mr. Laughlin's spouse.
(5): Includes 2,252 shares held by Mr. Pijor's spouse and 117,187 shares owned by a relative as to which Mr. Pijor has voting power.
(6): Includes 67,382 shares held jointly with Mr. Satz's spouse and 2,500 shares held by Mr. Satz's children.
(7): Includes 5,858 shares held by Mr. Testa's spouse.
(8): Includes 68,772 shares held by Mr. Wills' spouse, 29,930 shares held by Mr. Wills' children and 58,593 shares held by a limited liability company over which Mr. Wills has voting power.
(9): Mr. Vaghi's address is 4225 Dresden Street, Kensington, Maryland 20895.

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DESCRIPTION OF OUR CAPITAL STOCK

The following is a summary of the material rights of our capital stock and related provisions of our articles of incorporation, or articles, and bylaws, as currently in effect. The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, our articles and bylaws, which we have included as exhibits to the registration statement of which this prospectus is a part. We urge you to read these documents for a more complete understanding of shareholder rights.

General

We are authorized to issue 20,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.01 per share. As of the date hereof, there were shares of common stock outstanding, and no shares of preferred stock designated or outstanding.

If all shares are sold in this offering, we anticipate that there will be shares of our common stock and no shares of preferred stock outstanding upon the conclusion of this offering.

We have entered into the merger agreement with Colombo. The number of shares of common stock we will issue in the merger is subject to fluctuation, based on the average closing price of our common stock during a five day period ending shortly before closing of the merger. If the average closing price were $ per share (the midpoint of the range set forth on the cover page of this prospectus), then we would issue approximately shares of common stock to former shareholders of Colombo.

An aggregate of 2,297,716 shares of common stock are reserved for issuance under our equity compensation plans.

Because we are a holding company, our rights to participate in any distribution of assets of any subsidiary, including the Bank, upon its liquidation or reorganization or otherwise (and the ability of our shareholders to benefit indirectly from such a distribution) would be subject to the prior claims of creditors of that subsidiary, except to the extent that we are a creditor of that subsidiary with recognized claims. Claims on our subsidiaries by creditors other than the Company will include substantial obligations with respect to deposit liabilities and purchased funds.

Common Stock. Each share of our common stock has the same relative rights as, and is identical in all respects with, each other share of our common stock. Holders of shares of our common stock are entitled to receive dividends when and as declared by the board of directors out of funds legally available therefor. Our ability to pay dividends will be dependent upon the Bank's earnings and financial condition and certain legal requirements. See "Market for Common Stock and Dividends." Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of common stock are entitled to share ratably, in all remaining assets of the Company available for distribution, after satisfaction in full of all liabilities and subject to the prior rights to distributions of holders of outstanding shares of preferred stock, if any.

Holders of our common stock are entitled to one vote per share on all matters submitted to shareholders. There are no cumulative voting rights in the election of directors or preemptive rights to purchase additional shares of any class of our capital stock. Holders of our common stock have no conversion or redemption rights. All of our outstanding shares of common stock are, and the shares of our common stock issued in this offering will be, when issued, fully paid and nonassessable.

Preferred Stock. Our board of directors may, from time to time, by action of a majority, issue shares of the authorized, undesignated preferred stock, in one or more classes or series. In connection with any such issuance, the Board may by resolution determine the designation, voting rights,

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preferences as to dividends, in liquidation or otherwise, participation, redemption, sinking fund, conversion, dividend, or other special rights or powers, and the limitations, qualifications, and restrictions of such shares of preferred stock.

The existence of shares of authorized undesignated preferred stock would enable the Company to meet possible contingencies or opportunities in which the issuance of shares of preferred stock may be advisable, such as in the case of acquisition or financing transactions. Having shares of preferred stock available for issuance gives the Company flexibility in that it would allow the Company to avoid the expense and delay of calling a meeting of shareholders at the time the contingency or opportunity arises. Any issuance of preferred stock with voting rights or which is convertible into voting shares could adversely affect the voting power of the holders of common stock.

The existence of authorized shares of preferred stock could have the effect of rendering more difficult or discouraging hostile takeover attempts or of facilitating a negotiated acquisition. Such shares, which may be convertible into shares of common stock, could be issued to shareholders or to a third party in an attempt to frustrate or render a hostile acquisition more expensive.

Certain Provisions of Our Articles of Incorporation and Bylaws.

Voting Requirements for Extraordinary Transactions. Our articles of incorporation do not contain any provisions which would require a greater or lesser than normal vote of shareholders, or any provisions which impose special approval or other requirements on corporate transactions or other matters. In general, extraordinary transactions such as mergers, acquisitions, share exchanges and amendment of the articles of incorporation, would require approval by the holders of two-thirds of the votes entitled to be cast on the matter.

Consideration of Other Constituencies. Our articles of incorporation contain a provision which requires the board of directors, when evaluating any offer of another party to (i) make a tender or exchange offer for the Company's equity securities, (ii) merge or consolidate with another corporation, (iii) purchase or otherwise acquire all or substantially all of the Company's properties and assets, or (iv) engage in any transaction similar to, or having similar effects as, any of the foregoing transactions to give due consideration to all relevant factors, including, without limitation, the social and economic effects of the proposed transaction on the depositors, employees, customers, and other constituents of the Company and its subsidiaries and of the communities in which they operate or are located, the business reputation of the other party, and the board of directors' evaluation of the then value of the Company in a freely negotiated sale and of our future prospects as an independent entity. This provision, which requires the board to consider noneconomic factors, could be deemed to have an antitakeover effect.

Shareholder Action by Written Consent. Under our bylaws, and the Virginia Stock Corporation Act, or VSCA, any action, that, under any provision of the VSCA, may be taken at a meeting of the shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of all of the outstanding shares entitled to vote on the matter.

Call of a Special Meeting of Shareholders. Our bylaws provide that special meetings of shareholders may only be called by our board, by the Chairman of the board or by our president.

Amendment of the Bylaws. Our bylaws provide that, except where law or the articles of incorporation reserve the right for the shareholders, the bylaws may be amended or repealed, or new bylaws may be adopted by, the board of directors the affirmative vote of a majority of the board of directors. Our articles of incorporation and Virginia law are silent on the reservation of the authority to amend the articles to the shareholders.

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Elimination of Liability. Our articles of incorporation provide that to the full extent that the VSCA permits the limitation or elimination of the liability of directors or officers, a director or officer of the Company will not be liable to the Company or its shareholders for monetary damages. In general, under the VSCA, a corporation may limit or eliminate a director's or an officer's personal liability for monetary damages in any proceeding brought by or in the right of a corporation or brought by or on behalf of shareholders, except for liability resulting from such director's or officer's willful misconduct or a knowing violation of criminal law or any federal or state securities law.

Advance Notice Provisions for Shareholder Nominations and Shareholder Proposals. Our bylaws provide that shareholders must provide advance notice of any proposal or nomination for election as director which a shareholder desires to bring before a meeting of shareholders. Such requirements will be in addition to any requirements under SEC Rule 14a-8 for shareholder proposals sought to be included in the Company's proxy materials.

Certain Provisions of Virginia Law

The VSCA contains provisions which could be deemed to have an antitakeover effect. The discussion of the following provisions is not exhaustive, and is not intended to imply that all material provisions of either the Articles of Incorporation or the VSCA are enumerated herein.

Affiliated Transactions. The VSCA contains provisions governing "affiliated transactions." These include various transactions such as mergers, share exchanges, sales, leases, or other material dispositions of assets, issuances of securities, dissolutions, and similar transactions with an "interested shareholder." An interested shareholder is generally the beneficial owner of more than 10% of any class of a corporation's outstanding voting shares. During the three years following the date a shareholder becomes an interested shareholder, any affiliated transaction with the interested shareholder must be approved by both a majority of the "disinterested directors" (those directors who were directors before the interested shareholder became an interested shareholder or who were recommended for election by a majority of disinterested directors) and by the affirmative vote of the holders of two-thirds of the corporation's voting shares other than shares beneficially owned by the interested shareholder. These requirements do not apply to affiliated transactions if, among other things, a majority of the disinterested directors approve the interested shareholder's acquisition of voting shares making such a person an interested shareholder before such acquisition. Beginning three years after the shareholder becomes an interested shareholder, the corporation may engage in an affiliated transaction with the interested shareholder if:

•: the transaction is approved by the holders of two-thirds of the corporation's voting shares, other than shares beneficially owned by the interested shareholder;
•: the affiliated transaction has been approved by a majority of the disinterested directors; or
•: subject to certain additional requirements, in the affiliated transaction the holders of each class or series of voting shares will receive consideration meeting specified fair price and other requirements designed to ensure that all shareholders receive fair and equivalent consideration, regardless of when they tendered their shares.

Control Share Acquisitions. Under the VSCA's control share acquisitions law, voting rights of shares of stock of a Virginia corporation acquired by an acquiring person or other entity at ownership levels of 20%, 33 ¹ / 3 %, and 50% of the outstanding shares may, under certain circumstances, be denied. The voting rights may be denied:

•: unless conferred by a special shareholder vote of a majority of the outstanding shares entitled to vote for directors, other than shares held by the acquiring person and officers and directors of the corporation; or

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•: among other exceptions, unless such acquisition of shares is made pursuant to an affiliation agreement with the corporation or the corporation's articles of incorporation or bylaws permit the acquisition of such shares before the acquiring person's acquisition thereof.

If authorized in the corporation's articles of incorporation or bylaws, the statute also permits the corporation to redeem the acquired shares at the average per share price paid for them if the voting rights are not approved or if the acquiring person does not file a "control share acquisition statement" with the corporation within sixty days of the last acquisition of such shares. If voting rights are approved for control shares comprising more than 50% of the corporation's outstanding stock, objecting shareholders may have the right to have their shares repurchased by the corporation for "fair value." The provisions of the Affiliated Transactions Statute and the Control Share Acquisition Statute are only applicable to public corporations that have more than 300 shareholders. Corporations may provide in their articles of incorporation or bylaws to opt-out of the Control Share Acquisition Statute, but the Company has not done so.

Transfer Agent. The transfer agent and registrar for our common stock is Computershare Trust Company.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no active public market for our common stock. Although we have applied to list our common stock on the Nasdaq Capital Market, we cannot assure you that an active public market for our common stock will develop or be sustained. Future sales of substantial amounts of our common stock (including shares issued on the exercise of options) in the public market, or the perception that such sales could occur, could adversely affect prevailing market prices as well as our ability to raise equity capital in the future.

Upon completion of this offering, we will have shares of common stock issued and outstanding ( shares if the underwriters exercise their over-allotment option in full).

Of these shares, the shares sold in this offering (or shares if the underwriters exercise their over-allotment option in full) will be freely tradable without further restriction or registration under the Securities Act, except for any shares held by our "affiliates" as that term is defined in Rule 144 under the Securities Act, including those shares purchased by certain of our directors and executive officers through the directed share program described in the section titled "Underwriting." Substantially all of the remaining outstanding shares will be freely tradeable except for shares held by our affiliates which are deemed to be "control securities" and shares issued in private placement transactions or pursuant to Rule 701 under the Securities Act, which are deemed to be "restricted securities." Subject to certain contractual restrictions, including the lock-up agreements described below, restricted securities and control securities may be sold in the public market only if (i) they have been registered or (ii) they qualify for an exemption from registration under Rule 144 or any other applicable exemption.

Lock-Up Agreements

We, our executive officers and directors, Mr. Vaghi, a former director and Mr. Bender, a proposed director, who will beneficially own in the aggregate approximately shares of our common stock after this offering, (without giving effect to any purchases of shares of common stock in this offering, and assuming an average closing price of FVCB common stock for purposes of the merger agreement of $ per share (the midpoint of the range set forth on the cover page of this prospectus)) have entered into lock-up agreements under which we and they have generally agreed not to sell or otherwise transfer our or their shares for a period of 180 days after the completion of this offering. These lock-up agreements are subject to certain exceptions. For additional information, see "Underwriting—Lock-Up Agreements." As a result of these contractual restrictions, shares of our common stock subject to lock-up agreements will not be eligible for sale until these agreements expire or the restrictions are waived by the underwriters.

Following the lock-up period, all of the shares of our common stock that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for sale in the public market only if (i) they are registered under the Securities Act or (ii) an exemption from registration, such as Rule 144, is available.

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Rule 144

All shares of our common stock held by our "affiliates," as that term is defined in Rule 144, generally may be sold in the public market only in compliance with Rule 144. Rule 144 defines an "affiliate" as any person who directly or indirectly controls, or is controlled by, or is under common control with, the Company, which generally includes our directors, executive officers, 10% or more shareholders and certain other related persons. Upon completion of this offering and subject to the lock-up agreements described above, we expect that approximately % of our outstanding common stock (or % of our outstanding common stock if the underwriters exercise their over-allotment option in full), will be eligible for sale under Rule 144 subject to limitations on sales by "affiliates" assuming such affiliates do not purchase any shares in this offering.

Under Rule 144, a person (or persons whose shares are aggregated) who is, or was at any time during the three months preceding a sale, deemed to be our "affiliate" would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of our common stock, which would be approximately shares of common stock immediately after this offering (assuming the underwriters do not elect to exercise their over-allotment option), or the average weekly trading volume of our common stock on the Nasdaq Capital Market during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to a six-month holding period and requirements relating to manner of sale and notice requirements and the availability of current public information about us.

Rule 144 also provides that a person who is not deemed to be, or have been, at any time during the three months preceding a sale, our affiliate, and who has for at least six months beneficially owned shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock subject only to the availability of current public information regarding us. A person who is not deemed to be, or have been, at any time during the three months preceding a sale, our affiliate, and who has beneficially owned for at least one year shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock under Rule 144 without regard to the current public information requirements of Rule 144. There are approximately 317,799 shares of common stock which are restricted securities outstanding, which have been issued in our November 2017 private placement offering in reliance upon the exemption provided by Rule 506 under the Securities Act, or in connection with the award of shares of restricted stock under, or upon the exercise of options issued pursuant to, our equity compensation plans in reliance on the exemption provided by Rule 701 under the Securities Act.

Rule 701

Rule 701 under the Securities Act generally applies to stock options and restricted common stock granted by an issuer to its employees, directors, officers, consultants or advisors in connection with a compensatory stock or option plan or other written agreement before the issuer becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described above, beginning 90 days after the date of this prospectus, may be sold by persons other than our "affiliates," as defined in Rule 144, without compliance with its current public information and minimum holding period requirement of Rule 144 and by "affiliates" under Rule 144 without compliance with its minimum holding period requirement.

Registration Statement on Form S-8

Upon completion of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act registering all of the shares of common stock reserved for issuance pursuant to awards under our equity compensation plans, to the extent that Form S-8 is available. We

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expect to seek to register all outstanding shares of common stock which are restricted securities as a result of issuance pursuant to our equity compensation plans in reliance on Rule 701. Subject to Rule 144 volume limitations applicable to affiliates, shares registered under any registration statements will be available for sale in the open market, beginning 90 days after the date of this prospectus, except to the extent that the shares are subject to vesting restrictions or the contractual restrictions described above.

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UNDERWRITING

We are offering the shares of our common stock described in this prospectus in an underwritten offering in which we and Sandler O'Neill & Partners, L.P., as representative of the underwriters named below, will enter into an underwriting agreement with respect to the shares of our common stock being offered hereby. Subject to certain conditions, each underwriter has severally agreed to purchase, and we have agreed to sell, the number of shares of our common stock indicated in the following table:

		Number of Shares

Sandler O'Neill & Partners, L.P.
Raymond James & Associates, Inc.
Total

The underwriters are offering the shares of our common stock subject to a number of conditions, including receipt and acceptance of our common stock by the underwriters. The obligations of the underwriters to pay for and accept delivery of the shares offered by this prospectus are subject to these conditions. The underwriting agreement between us and the underwriters provides that if any underwriter defaults, the purchase commitments of the non-defaulting underwriters may be increased or this offering may be terminated.

In connection with this offering, the underwriters or securities dealers may distribute offering documents to investors electronically. See "—Electronic Distribution."

Underwriting Discount

Shares of our common stock sold by the underwriters to the public will be offered at the initial public offering price set forth on the cover of this prospectus. Any shares of our common stock sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. Any of these securities dealers may resell any shares of our common stock purchased from the underwriters to other brokers or dealers at a discount of up to $ per share from the initial public offering price. If all of the shares of our common stock are not sold at the initial public offering price, the representative may change the offering price and the other selling terms. Sales of shares of our common stock made outside of the U.S. may be made by affiliates of the underwriters. The underwriters reserve the right to reject an order for the purchase of shares, in whole or in part.

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $ per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters' over-allotment option.

	No Exercise of Over-allotment Option	Full Exercise of Over-allotment Option

Per share	$	$
Total

We estimate the expenses of this offering, not including the underwriting discount, to be $ , and such expenses are payable by us. We also have agreed to reimburse the underwriters up to $ for certain of their offering expenses, including their counsel fees and certain costs related to the road show. In accordance with FINRA Rule 5110, these reimbursed fees are deemed underwriting compensation for this offering.

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Option to Purchase Additional Shares

We have granted the underwriters an option to buy up to additional shares of our common stock, at the initial public offering price less the underwriting discount. The underwriters may exercise this option, in whole or in part, from time to time for a period of 30 days from the date of this prospectus. If the underwriters exercise this option, each underwriter will be obligated, subject to the conditions in the underwriting agreement, to purchase a number of additional shares of our common stock proportionate to the number of shares reflected next to such underwriter's name in the table above relative to the total number of shares reflected in such table.

Lock-Up Agreements

We, our executive officers and directors, Mr. Vaghi, a former director, and Mr. Bender, a prospective director are entering into lock-up agreements with the underwriters. Under these agreements, we and each of these persons may not, without the prior written approval of the representative and subject to certain exceptions:

•: offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of our common stock or any securities convertible into or exchangeable or exercisable for our common stock, whether now owned or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition;
•: make any demand or exercise any right with respect to the registration thereof, or file or cause to be filed any registration statement under the Securities Act, with respect to any of the foregoing;
•: enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of shares of our common stock or any securities convertible into or exchangeable or exercisable for our common stock, whether any such swap or transaction is to be settled by delivery of shares of our common stock or other securities, in cash or otherwise; or
•: publicly disclose any intention to do any of the foregoing.

These restrictions will be in effect for a period of 180 days after the date of the underwriting agreement. At any time and without public notice, the representative may, in its sole discretion, waive or release all or some of the securities from these lock-up agreements. However, as to any of our executive officers or directors, the representative has agreed to notify us at least three business days before the effective date of any release or waiver, and we have agreed to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.

In addition, the restrictions described above will not apply to certain transfers of the locked-up shares, so long as the transferee agrees, among other things, to be bound by the terms of the lock-up agreement. Such transfers permitted under the lock-up agreement include, but are not limited to transfers of shares of our common stock:

•: as a bona fide gift or gifts or by will or intestate succession;
•: to any trust or family limited partnership for the benefit of the transferor or his or her immediate family; and
•: to any wholly owned subsidiary of the transferor.

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The lock-up restrictions also do not apply to transfers of shares of our common stock:

•: to us to satisfy any tax withholding obligations upon the exercise or vesting of equity awards; or
•: pledged in a bona fide transaction outstanding as of the date of the lock-up agreement.

These restrictions will apply to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. They also apply to securities convertible into or exchangeable or exercisable for or repayable with our common stock to the same extent as they apply to our common stock.

Pricing of the Offering

Prior to this offering, there has been no established public market for our common stock. The initial public offering price will be determined by negotiations between us and the representative of the underwriters. In addition to prevailing market conditions, among the factors to be considered in determining the initial public offering price of our common stock will be our historical performance, estimates of our business potential and our earnings prospects, an assessment of our management, and the consideration of the above factors in relation to market valuation of companies in related businesses. The initial public offering price range set forth on the cover page of this prospectus is subject to change as a result of market conditions and other factors. An active trading market for the shares of our common stock may not develop. It is also possible that the shares of our common stock will not trade in the public market at or above the initial public offering price following the completion of this offering.

Exchange Listing

We have applied to list our common stock for listing on the Nasdaq Capital Market under the symbol "FVCB."

Indemnification and Contribution

We have agreed to indemnify the underwriters and their affiliates, selling agents, and controlling persons against certain liabilities, including under the Securities Act. If we are unable to provide this indemnification, we will contribute to the payments the underwriters and their affiliates, selling agents, and controlling persons may be required to make in respect of those liabilities.

Price Stabilization, Short Positions, and Penalty Bids

To facilitate this offering and in accordance with Regulation M under the Exchange Act, or Regulation M, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the price of our common stock, including:

•: stabilizing transactions;
•: short sales; and
•: purchases to cover positions created by short sales.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while this offering is in progress. These transactions may also include making short sales of our common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering. Short sales may be "covered short sales," which are short positions in an amount not greater than the underwriters' over-allotment option referred to above, or may be "naked short sales," which are short positions in excess of that amount.

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The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which they may purchase shares through the over-allotment option described above. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market that could adversely affect investors who purchased in this offering.

As an additional means of facilitating our initial public offering, the underwriters may bid for, and purchase, shares of our common stock in the open market. The underwriting syndicate also may reclaim selling concessions allowed to an underwriter or a dealer for distributing shares of our common stock in this offering, if the syndicate repurchases previously distributed shares of our common stock to cover syndicate short positions or to stabilize the price of our common stock.

As a result of these activities, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time without notice. The underwriters may carry out these transactions on the Nasdaq Capital Market, in the over-the-counter market or otherwise.

Passive Market Making

In connection with this offering, the underwriters may engage in passive market making transactions in our common stock on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M during a period before the commencement of offers or sales of our common stock and extending through the completion of the distribution of this offering. A passive market maker must generally display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker's bid, the passive market maker may continue to bid and effect purchases at a price exceeding the then highest independent bid until specified purchase limits are exceeded, at which time such bid must be lowered to an amount no higher than the then highest independent bid. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The underwriters engaged in passive market making are not required to engage in passive market making and may end passive market making activities at any time.

Electronic Distribution

A prospectus in electronic format may be made available by e-mail or on the websites or through online services maintained by one or more of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters' websites and any information contained on any other website maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by the underwriters or us, and should not be relied upon by investors.

Directed Share Program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to % of the shares of our common stock offered by this prospectus for sale to our directors, officers, employees, business associates, and related persons. Reserved shares purchased by our directors and executive officers will be subject to the lock-up provisions described above. The number of shares of

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our common stock available for sale to the general public will be reduced to the extent these persons purchase the reserved shares. Any reserved shares of our common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock offered by this prospectus.

Affiliations

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment advisory, investment research, principal investment, hedging, financing, loan referrals, valuation, and brokerage activities. From time to time, the underwriters and/or their respective affiliates have directly and indirectly engaged, and may in the future engage, in various financial advisory, investment banking loan referrals, and commercial banking services with us and our affiliates, for which they received or paid, or may receive or pay, customary compensation, fees, and expense reimbursement. Sandler O'Neill & Partners, L.P. served as placement agent and received a fee in connection with our subordinated debt private placement transaction completed in June 2016. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and those investment and securities activities may involve securities and/or instruments of ours. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of those securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in those securities and instruments.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock. We cannot assure you that a change in law will not significantly alter the tax considerations described in this discussion.

This discussion is limited to Non-U.S. Holders that hold our common stock as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder's particular circumstances, including the alternative minimum tax and the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

•: U.S. expatriates and former citizens or long-term residents of the United States;

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•: persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
•: banks, insurance companies, and other financial institutions;
•: brokers, dealers or traders in securities;
•: "controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid U.S. federal income tax;
•: partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);
•: tax-exempt organizations or governmental organizations;
•: persons deemed to sell our common stock under the constructive sale provisions of the Code;
•: persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;
•: tax-qualified retirement plans; and
•: "qualified foreign pension funds" as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

If you are a non-U.S. citizen who is an individual, you may be deemed a resident alien, as opposed to a nonresident alien, by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the calendar year. For these purposes, all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year are counted. Resident aliens are subject to U.S. federal income tax as if they were U.S. citizens. Such individuals should consult their tax advisors regarding the U.S. federal income tax consequences of the ownership or disposition of our common stock.

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a "Non-U.S. Holder" is any beneficial owner of our common stock that is neither a "U.S. person" nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•: an individual who is a citizen or resident of the United States;

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•: a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;
•: an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
•: a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

Distributions of cash or property on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder's adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "—Sale or Other Taxable Disposition."

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of our common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

•: the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

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•: the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or
•: our common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

Gains described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gains described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our common stock will not be subject to U.S. federal income tax if our common stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder's holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

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Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock, and will apply to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2019.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby and selected other legal matters in connection with the offering will be passed upon for us by the law firm of Buckley Sandler LLP, Washington, D.C. Attorneys at Buckley Sandler LLP participating in such matters own an aggregate of 9,764 shares of FVCB common stock. Williams Mullen, Richmond, Virginia, will pass upon certain legal matters for the underwriters.

EXPERTS

Our consolidated financial statements as of December 31, 2017 and 2016 and for the years then ended have been included herein and in the registration statement in reliance on the report of Yount, Hyde & Barbour P.C., an independent registered public accounting firm, upon the authority of said firm as experts in auditing and accounting. Colombo's consolidated financial statements as of December 31, 2017 and 2016 and for the years then ended have been included herein and in the registration statement in reliance on the report of Rowles & Company, LLP, Colombo's independent accounting firm, upon the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus, which constitutes a part of a registration statement on Form S-1 filed with the SEC, does not contain all of the information set forth in the registration statement and the related exhibits and schedules. Some items are omitted in accordance with the rules and regulations of the SEC. Accordingly, we refer you to the complete registration statement, including its exhibits and schedules, for further information about us and the shares of our common stock to be sold in this offering. Statements or summaries in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or document is filed as an exhibit to the registration statement, each statement or summary is qualified in all respects by reference to the exhibit to which the reference relates. You may read and copy the registration statement, including the exhibits and schedules to the registration statement, at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information about the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Our filings with the SEC, including the registration statement, are also available to you for free on the SEC's Internet website at www.sec.gov.

Upon completion of the offering, we will become subject to the informational and reporting requirements of the Exchange Act and, in accordance with those requirements, will file reports and proxy statements with the SEC. You will be able to inspect and obtain copies of these reports and proxy statements and other information at the physical and Internet addresses set forth above. We intend to furnish to our shareholders our annual reports containing our audited consolidated financial statements certified by an independent public accounting firm.

We also maintain an Internet website at www.FVCbank.com. We will make available on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. This reference to our website is for the convenience of investors as required by the SEC; our website and the information contained therein or limited thereto is not incorporated into this prospectus or the registration statement of which it forms a part.

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INDEX TO FINANCIAL STATEMENTS

		Page

FVCBankcorp, Inc.
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2017 and 2016			F-3
Consolidated Statements of Income for the Years Ended December 31, 2017 and 2016			F-4
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017 and 2016			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016			F-6
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2017 and 2016			F-7
Notes to Consolidated Financial Statements			F-8
Unaudited Consolidated Financial Statements
Unaudited Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017			F-49
Unaudited Consolidated Statements of Income for the Three and Six Months Ended June 30, 2018 and 2017			F-50
Unaudited Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2018 and 2017			F-51
Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017			F-52
Unaudited Consolidated Statements of Changes in Stockholders' Equity for the Six Months Ended June 30, 2018 and 2017			F-53
Notes to Condensed Consolidated Financial Statements (Unaudited)			F-54
Colombo Bank
Audited Consolidated Financial Statements
Report of Independent Auditors			F-81
Consolidated Balance Sheets as of December 31, 2017 and 2016			F-83
Consolidated Statements of Income for the Years Ended December 31, 2017 and 2016			F-84
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017 and 2016			F-85
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2017 and 2016			F-86
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016			F-87
Notes to Consolidated Financial Statements			F-88

Unaudited Consolidated Financial Statements


Unaudited Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017			F-110
Unaudited Consolidated Statements of Income for the Six Months Ended June 30, 2018 and 2017			F-111
Unaudited Consolidated Statements of Comprehensive Income for the Six Months Ended June 30, 2018 and 2017			F-112
Unaudited Consolidated Statements of Changes in Stockholders' Equity for the Six Months Ended June 30, 2018 and 2017			F-113
Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017			F-114
Notes to Unaudited Consolidated Financial Statements			F-115

F-1

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Certified Public Accountants and Consultants

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
FVCBankcorp, Inc.
Fairfax, Virginia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FVCBankcorp, Inc. and its subsidiary (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company's auditor since 2010.

Winchester, Virginia
March 22, 2018

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FVCBankcorp, Inc. and Subsidiary

Consolidated Balance Sheets

December 31, 2017 and 2016

	2017			2016

Assets
Cash and due from banks	$	7,427,599		$	5,174,470
Interest-bearing deposits at other financial institutions		15,139,300			3,509,686
Securities held-to-maturity (fair market value of $1,762,088 in 2017 and $1,754,084 in 2016)		1,760,257			1,759,763
Securities available-for-sale, at fair market value		115,952,221			112,228,111
Restricted stock, at cost		3,438,200			4,431,900
Loans, net of allowance for loan losses of $7,725,383 for 2017 and $6,452,481 for 2016		880,951,947			761,649,079
Premises and equipment, net		1,235,820			1,270,742
Accrued interest receivable		2,964,161			2,496,427
Prepaid expenses		697,983			603,182
Deferred tax assets, net		3,154,706			4,368,117
Core deposit intangible, net		98,600			119,000
Bank owned life insurance (BOLI)		15,968,610			10,828,189
Other real estate owned (OREO)		3,866,098			—
Other assets		568,383			866,456

Total assets	$	1,053,223,885		$	909,305,122



Liabilities and Stockholders' Equity
Liabilities
Deposits:
Noninterest-bearing	$	175,446,349		$	165,661,647
Interest-bearing checking, savings and money market		379,099,966			369,281,290
Time deposits		373,616,272			241,048,042

Total deposits	$	928,162,587		$	775,990,979

FHLB advances	$	—		$	27,000,000
Subordinated notes, net of issuance costs		24,327,274			24,247,346
Accrued interest payable		416,744			170,367
Accrued expenses and other liabilities		2,034,295			2,084,992

Total liabilities	$	954,940,900		$	829,493,684

Commitments and Contingent Liabilities
Stockholders' Equity
Preferred stock
$0.01 par value, authorized 1,000,000 shares; no shares issued and outstanding in 2017 and 2016	$	—		$	—
Common stock
$0.01 par value, authorized 20,000,000 shares; 10,868,984 and 8,143,127 shares issued and outstanding in 2017 and 2016, respectively		108,690			81,431
Additional paid-in capital		74,008,475			63,144,830
Retained earnings		25,859,340			17,884,209
Accumulated other comprehensive (loss), net		(1,693,520	)		(1,299,032	)

Total stockholders' equity	$	98,282,985		$	79,811,438

Total liabilities and stockholders' equity	$	1,053,223,885		$	909,305,122

See Notes to Consolidated Financial Statements.

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FVCBankcorp, Inc. and Subsidiary

Consolidated Statements of Income

For the Years Ended December 31, 2017 and 2016

	2017		2016

Interest and Dividend Income
Interest and fees on loans	$	37,505,322	$	30,595,706
Interest and dividends on securities held-to-maturity		50,663		28,435
Interest and dividends on securities available-for-sale		2,433,267		1,691,363
Dividends on restricted stock		222,651		170,320
Interest on deposits at other financial institutions		90,264		101,396
Interest on federal funds sold		6		4

Total interest and dividend income	$	40,302,173	$	32,587,224

Interest Expense
Interest on deposits	$	6,417,600	$	4,473,459
Interest on federal funds purchased		7,905		475
Interest on short-term debt		188,970		39,415
Interest on long-term debt		1,002		32,251
Interest on subordinated notes		1,579,928		841,165

Total interest expense	$	8,195,405	$	5,386,765

Net Interest Income	$	32,106,768	$	27,200,459
Provision for loan losses		1,200,000		1,471,000

Net interest income after provision for loan losses	$	30,906,768	$	25,729,459

Noninterest Income
Service charges on deposit accounts	$	546,354	$	564,005
Gains on sale of securities available for sale		164,171		71,124
Gain on foreclosure of other real estate owned		1,075,489		—
BOLI income		854,884		303,400
Other fee income		334,378		281,595

Total noninterest income	$	2,975,276	$	1,220,124

Noninterest Expenses
Salaries and employee benefits	$	11,658,783	$	9,803,624
Occupancy and equipment expense		2,258,694		2,097,731
Data processing and network administration		1,017,347		911,497
State franchise taxes		1,040,969		747,970
Audit, legal and consulting fees		513,322		376,116
Loan related expenses		285,368		363,362
FDIC insurance		384,170		355,856
Marketing, business development and advertising		346,151		349,686
Director fees		405,231		336,600
Postage, courier and telephone		244,544		206,006
Internet banking		241,617		186,058
Dues, memberships & publications		128,650		114,292
Bank insurance		134,194		108,736
Printing and supplies		119,845		107,632
Bank charges		70,910		67,127
State assessments		133,359		56,122
Core deposit intangible amortization		20,400		20,400
Other operating expenses		343,045		237,008

Total noninterest expenses	$	19,346,599	$	16,445,823

Net income before income tax expense	$	14,535,445	$	10,503,760
Income tax expense		6,845,724		3,571,123

Net income	$	7,689,721	$	6,932,637



Earnings per share, basic	$	0.74	$	0.68



Earnings per share, diluted	$	0.67	$	0.63

See Notes to Consolidated Financial Statements.

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FVCBankcorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2017 and 2016

	2017			2016

Net income	$	7,689,721		$	6,932,637
Other comprehensive (loss):
Unrealized gain (loss) on securities available for sale, net of tax $3,708 and $328,749, respectively		2,606			(638,160	)
Reclassification adjustment for gains realized in income, net of tax $56,737 and $24,182, respectively		(107,434	)		(46,942	)

Total other comprehensive (loss)	$	(104,828	)	$	(685,102	)

Total comprehensive income	$	7,584,893		$	6,247,535

See Notes to Consolidated Financial Statements.

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FVCBankcorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2017 and 2016

	2017			2016

Cash Flows From Operating Activities
Reconciliation of net income to net cash provided by operating activities:
Net income	$	7,689,721		$	6,932,637
Depreciation		535,692			523,392
Provision for loan losses		1,200,000			1,471,000
Net amortization of premium of securities		579,334			386,164
Net amortization of deferred loan costs and purchase premiums		657,112			423,970
Amortization of subordinated debt issuance costs		79,928			45,332
Stock-based compensation expense		627,544			697,809
BOLI income		(854,884	)		(303,400	)
Realized gains on securities sales		(164,171	)		(71,124	)
Deferred income tax (benefit)		1,327,274			(313,357	)
Core deposits intangible amortization		20,400			20,400
Gain on foreclosure of other real estate owned		(1,075,489	)		—
Changes in assets and liabilities:
Increase (decrease) in accrued interest receivable, prepaid expenses and other assets		93,386			(881,971	)
Increase (decrease) in accrued interest payable, accrued expenses and other liabilities		(223,001	)		489,421

Net cash provided by operating activities	$	10,492,846		$	9,420,273

Cash Flows From Investing Activities
Maturities of certificates of deposits purchased for investment	$	250,000		$	245,000
(Increase) decrease in interest-bearing deposits at other financial institutions		(11,629,614	)		19,933,248
Purchases of securities held-to-maturity		—			(1,496,475	)
Purchases of securities available-for-sale		(22,136,540	)		(67,229,584	)
Proceeds from sales of securities available-for-sale		2,630,821			3,955,150
Proceeds from maturities and calls of securities held-to-maturity		—			2,000,000
Proceeds from maturities and calls of securities available-for-sale		—			2,500,000
Proceeds from redemptions of securities available-for-sale		14,958,094			12,462,261
Net redemption (purchase) of restricted stock		993,700			(383,900	)
Net increase in loans		(123,950,589	)		(146,224,012	)
Purchases of BOLI		(4,285,537	)		—
Purchases of premises and equipment, net		(500,770	)		(282,234	)

Net cash used in investing activities	$	(143,670,435	)	$	(174,520,546	)

Cash Flows From Financing Activities
Net increase in noninterest-bearing, interest-bearing checking,
savings, and money market deposits	$	19,603,378		$	120,241,598
Net increase in time deposits		132,568,230			29,109,590
Decrease in FHLB advances		(27,000,000	)		(8,650,000	)
Issuance of subordinated notes, net		—			24,202,014
Cash paid in lieu of fractional shares		(4,250	)		(5,250	)
Common stock issuance		10,263,360			119,654

Net cash provided by financing activities	$	135,430,718		$	165,017,606

Net increase (decrease) in cash and cash equivalents	$	2,253,129		$	(82,667	)
Cash and cash equivalents, beginning of year		5,174,470			5,257,137

Cash and cash equivalents, end of year	$	7,427,599		$	5,174,470



Cash payments for interest	$	7,949,028		$	5,349,141



Cash payments for income taxes	$	5,934,219		$	3,040,000



Supplemental Disclosures of Noncash Investing Activity
Unrealized losses on securities available for sale	$	(157,857	)	$	(1,055,243	)



Transfer of loans to other real estate owned	$	2,790,609		$	—

See Notes to Consolidated Financial Statements.

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FVCBankcorp, Inc. and Subsidiary

Consolidated Statements of Changes in Stockholders' Equity

For the Years Ended December 31, 2017 and 2016

		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss)			Total

Balance at December 31, 2015	6,490,420	$	64,904	$	62,343,894		$	10,956,822		$	(613,930	)	$	72,751,690
Net income	—		—		—			6,932,637			—			6,932,637
Other comprehensive loss	—		—		—			—			(685,102	)		(685,102	)
5-for-4 stock split	1,627,379		16,274		(16,274	)		(5,250	)		—			(5,250	)
Common stock issuance for options exercised	25,328		253		119,401			—			—			119,654
Stock-based compensation expense	—		—		697,809			—			—			697,809

Balance at December 31, 2016	8,143,127	$	81,431	$	63,144,830		$	17,884,209		$	(1,299,032	)	$	79,811,438
Net income	—		—		—			7,689,721			—			7,689,721
Other comprehensive loss	—		—		—			—			(104,828	)		(104,828	)
Common stock issuance at $20 per share	500,000		5,000		9,995,000			—			—			10,000,000
5-for-4 stock split	2,171,401		21,714		(21,714	)		(4,250	)		—			(4,250	)
Common stock issuance for options exercised	54,456		545		262,815			—			—			263,360
Reclassification of stranded effects from change in tax rate	—		—		—			289,660			(289,660	)		—
Stock-based compensation expense	—		—		627,544			—			—			627,544

Balance at December 31, 2017	10,868,984	$	108,690	$	74,008,475		$	25,859,340		$	(1,693,520	)	$	98,282,985

See Notes to Consolidated Financial Statements.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies

Organization

FVCBankcorp, Inc. (the "Company"), a Virginia corporation, was formed in 2015 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company is headquartered in Fairfax, Virginia. The Company conducts its business activities through the branch offices of its wholly owned subsidiary bank, First Virginia Community Bank (the "Bank"). The Company exists primarily for the purposes of holding the stock of its subsidiary, the Bank.

The Bank was organized under the laws of the Commonwealth of Virginia to engage in a general banking business serving the Washington, D.C. metropolitan area. The Bank commenced regular operations on November 27, 2007 and is a member of the Federal Reserve System and the Federal Deposit Insurance Corporation. It is subject to the regulations of the Federal Reserve System and the State Corporation Commission of Virginia. Consequently, it undergoes periodic examinations by these regulatory authorities.

Principles of Consolidation

The consolidated financial statements include the accounts of FVCBankcorp, Inc. and its wholly owned subsidiary. All material intercompany balances and transactions have been eliminated in consolidation.

Significant Accounting Policies

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. The more significant of these policies are summarized below.

Stock Split and Par Value

On August 31, 2017, the Company declared a five-for-four common stock split. The earnings per share for the years ended December 31, 2017 and 2016 have been retroactively adjusted for this split as if it occurred on January 1, 2016.

On May 26, 2016, the Company declared a five-for-four common stock split. The earnings per share for the year ended December 31, 2016 has been retroactively adjusted for this split as if it occurred on January 1, 2015.

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold. Generally, federal funds are purchased and sold for one day periods.

Securities

Debt securities that management has the positive intent and ability to hold to maturity are classified as "held-to-maturity" and recorded at amortized cost. Securities not classified as held-to-maturity, including equity securities with readily determinable fair values, are classified as "available-for-sale" and recorded at fair value, with unrealized gains and losses excluded from earnings

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

and reported in other comprehensive income. Restricted stock, such as Federal Reserve Bank stock, Federal Home Loan Bank (FHLB) stock and Community Bankers' Bank stock, is carried at cost, based on the redemption provisions of these correspondent banks.

Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) whether the Company intends to sell the security, whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized costs basis and whether the Company expects to recover the security's entire cost basis. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Loans

The Company grants commercial real estate, commercial non-real estate and consumer loans to its customers. A substantial portion of the loan portfolio includes commercial loans throughout the greater Washington, D.C. metropolitan area, focusing on the counties of Arlington, Fairfax, Loudoun and Prince William, Virginia. The ability of the Company's debtors to honor their contracts is dependent upon the real estate and general economic conditions in this area.

The recorded investment in loans that management has the intent and ability to hold represents the customers unpaid principal balances, net of partial charge-offs. Interest income is accrued on the unpaid principal balance. Loan origination and commitment fees and certain direct costs are deferred and the net amount is amortized as an adjustment of the related loans' yield. The Company is amortizing these amounts over the loans' contractual lives.

Past due status is monitored based on customers' contractual payment status for all loans. The accrual of interest on mortgage and commercial loans is discontinued at the time the loan becomes 90 days delinquent unless the credit is well-secured and in process of collection. Non-performing loans are placed either on nonaccrual status pending further collection efforts or charged off if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on loans in nonaccrual status is accounted for on the cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Troubled Debt Restructurings

In situations where, for economic or legal reasons related to a borrower's financial condition, the Company may grant a concession to the borrower that it would not otherwise consider, the related loan is classified as a troubled debt restructuring (TDR). The Company strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, the Company measures any impairment on the restructuring as noted above for impaired loans.

Allowance for Loan Losses

The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged off. Charge-offs of loans are made by portfolio segment at the time that the collection of the full principal, in management's judgment, is doubtful. This methodology for determining charge-offs is consistently applied to each segment.

The allowance consists of specific, general and unallocated reserves. Specific reserves relate to loans that are individually classified as impaired. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Measurement of impairment is based on the expected future cash flows of an impaired loan, which are to be discounted at the loan's effective interest rate, or measured by reference to an observable market value, if one exists, or the fair value of the collateral for a collateral-dependent loan. The Company selects the measurement method on a loan-by-loan basis except that collateral-dependent loans for which foreclosure is probable are measured at the fair value of the collateral.

Larger balance, non-homogeneous loans are individually evaluated for possible impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Smaller balance, homogeneous loans are collectively evaluated for impairment.

The Company recognizes interest income on impaired loans based on its existing methods of recognizing interest income on nonaccrual loans. Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired with measurement of impairment based on expected future cash flows discounted using the loan's effective rate immediately prior to the restructuring.

General reserves cover non-impaired loans and are based on peer group historical loss rates for each portfolio segment, adjusted for the effects of qualitative or environmental factors that are likely to cause estimated credit losses as of the evaluation date to differ from the portfolio segment's historical loss experience. Qualitative factors include consideration of the following: changes in lending policies and procedures; changes in economic conditions; changes in the nature and volume of the portfolio; changes in the experience, ability and depth of lending management and other relevant staff; changes in the volume and severity of past due, nonaccrual and other adversely graded loans; changes in the loan review system; changes in the value of the underlying collateral for collateral-dependent loans;

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

concentrations of credit and the effect of other external factors such as competition and legal and regulatory requirements.

The unallocated component of the allowance is maintained to cover uncertainties that could affect management's estimate of losses inherent in the loan portfolio. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used for estimating the specific and general losses in the loan portfolio.

Portfolio segments identified by the Company include commercial real estate, commercial and industrial, commercial construction, consumer residential, consumer nonresidential and consumer construction. Relevant risk characteristics for these portfolio segments generally include debt service coverage, loan-to-value ratios and financial performance on non-consumer loans and credit scores, debt-to income, collateral type and loan-to-value ratios for consumer loans. The Company uses the same segments and classes for analyzing adequacy of general allowances.

Premises and Equipment

Leasehold improvements, computer software, furniture, fixtures and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the assets' estimated useful lives or life of lease. Estimated useful lives are 10 years for leasehold improvements and 3 to 7 years for computer software, furniture, fixtures and equipment.

Intangible Assets

The Company's intangible assets were acquired in the acquisition of 1 ^st Commonwealth in 2012. ASC 350, Intangibles-Goodwill and Other (ASC 350), prescribes accounting for intangible assets subsequent to initial recognition. Acquired intangible assets (such as core deposit intangibles) are separately recognized if the benefit of the assets can be sold, transferred, licensed, rented, or exchanged, and amortized over their useful lives. Intangible assets related to acquisition are amortized. The core deposit intangible asset, based on an independent valuation, is being amortized over its estimated life of 10 years.

Other Real Estate Owned

Assets acquired through, or in lieu of, loan foreclosure are held for sale. At the time of acquisition, these properties are recorded at fair value less estimated selling costs, with any write down charged to the allowance for loan losses and any gain on foreclosure is recorded in net income, establishing a new cost basis. Subsequent to foreclosure, valuations of the assets are periodically performed by management, and these assets are subsequently accounted for at lower of cost or fair value less estimated selling costs. Adjustments are made for subsequent decline in the fair value of the assets less selling costs. Revenue and expenses from operations and valuation changes are charged to operating income in the year of the transaction. The Company foreclosed on one property for the year ended December 31, 2017 and none during the year ended December 31, 2016.

As of December 31, 2017 and 2016, the Company had no residential real estate foreclosures included in the carrying value.

The Company had no consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process as of December 31, 2017 and 2016.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

Bank Owned Life Insurance

The Company has purchased life insurance policies on certain key employees. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance date, which is the cash surrender value.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed surrendered when (1) the assets have been isolated from the Company—put presumptively beyond reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, other-than-temporary impairment, and the valuation of other real estate owned.

Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management's judgment. The Company had no such liability recorded as of December 31, 2017 and 2016. Deferred

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The results for the year ended December 31, 2017 include the effect of the Tax Cuts and Jobs Act (the Tax Act), which was signed into law on December 22, 2017. Among other things, the Tax Act permanently lowers the federal corporate income tax rate to 21% from the maximum rate prior to the passage of the Tax Act of 35%, effective January 1, 2018. As a result of the federal corporate income tax rate, U.S. GAAP requires companies to re-measure their deferred tax assets and deferred tax liabilities, including those accounted for in accumulated other comprehensive income (loss), as of the date of the Tax Act's enactment and record the corresponding effects in income tax expense in the fourth quarter of 2017. As a result of the permanent reduction in the corporate income tax rate, the Company recognized a $2,036,284 reduction in the value of its net deferred tax asset and recorded a corresponding incremental income tax expense in the Company's consolidated statement of income for 2017. The Company's evaluation of the effect of the Tax Act is considered a preliminary estimate and is subject to refinement in 2018. No material adjustment is anticipated.

Advertising Costs

The Company follows the policy of charging all of advertising to expense as incurred.

Comprehensive Income (Loss)

Comprehensive income consists of net income and other comprehensive income. Other comprehensive income (loss) includes unrealized gains (losses) on securities available-for-sale, which are also recognized as separate components of equity. Items reclassified out of accumulated other comprehensive income (loss) to net income relate solely to realized gains (losses) on sales of securities available-for-sale and appear under the caption "Gains on sale of securities available-for-sales" in the Company's statements of income.

In February 2018, the FASB issued ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI). The Company early adopted this new standard in the current year. ASU 2018-02 requires reclassification from AOCI to retained earnings for stranded tax effects resulting from the impact of the newly enacted federal corporate tax rate on items included in AOCI. The amount of this reclassification in 2017 was $289,660.

Fair Value of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 15. Fair value estimates involve uncertainties and matters of significant judgment. Changes in assumptions or in market conditions could significantly affect the estimates.

Stock Compensation Plans

Authoritative accounting guidance requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost is measured based on the fair value of the equity or liability instruments issued. The guidance covers a wide range of share-based compensation arrangements including stock options, restricted share plans, performance-based awards,

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

share appreciation rights, and employee share purchase plans. The guidance requires entities to measure the cost of employee services recognized in exchange for stock options based on the grant-date fair value of the award, and to recognize the cost over the period the employee is required to provide services for the award. The Company uses the Black-Scholes option-pricing model to meet the fair value objective as outlined in the accounting literature.

The Company recognizes in the income statement the grant-date fair value of stock options and other equity-based compensation. The fair value related to forfeitures of stock options and other equity-based compensation are recorded to the income statement as they occur, reducing equity -based compensation expense in that period. The Company classifies stock awards as either an equity award or a liability award. Equity classified awards are valued as of the grant date using either an observable market price or a valuation methodology. Liability classified awards are valued at fair value at each reporting date. For the periods presented, all of the Company's stock options are classified as equity awards.

During 2017, the Company began granting restricted stock awards which are granted at the fair market value of the Company's common stock on the grant date. Most employee restricted stock grants vest in one-quarter increments on the anniversary date of the grant.

The weighted average per share fair values of stock option grants made in 2017 and 2016 were $15.20 and $14.38. The fair values of the options granted were estimated on the grant date using the Black-Scholes option-pricing model based on the following weighted average assumptions:

			2016

Dividend yield	—		—
Expected life (in years)	5.5		6.5
Expected volatility	16.6	%	16.70 - 18.70%
Risk-free interest rate	1.94	%	1.05%

Retirement Plan

Employee 401(k) expense is the amount of matching contributions paid by the Company. 401(k) expense was $230,161 and $180,214 for the years ended December 31, 2017 and 2016, respectively.

Earnings Per Share

Basic earnings per share represent income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company consist solely of outstanding stock options, and are determined using the treasury method. Earnings and dividends per share are restated for all stock splits and dividends through the date of issuance of the financial statements.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year's method of presentation. None of these reclassifications were significant.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers: Topic 606." This ASU revised guidance for the recognition, measurement, and disclosure of revenue from contracts with customers. The original guidance has been amended through subsequent accounting standard updates that resulted in technical corrections, improvements, and a one-year deferral of the effective date to January 1, 2018. The guidance, as amended, is applicable to all entities and, once effective, will replace significant portions of existing industry and transaction-specific revenue recognition rules with a more principles-based recognition model. Most revenue associated with financial instruments, including interest income, loan origination fees, and credit card fees, is outside the scope of the guidance. Gains and losses on investment securities, derivatives, and sales of financial instruments are similarly excluded from the scope. Entities can elect to adopt the guidance either on a full or modified retrospective basis. Full retrospective adoption will require a cumulative effect adjustment to retained earnings as of the beginning of the earliest comparative period presented. Modified retrospective adoption will require a cumulative effect adjustment to retained earnings as of the beginning of the reporting period in which the entity first applies the new guidance. The Company plans to adopt this guidance on the effective date, January 1, 2018 via the modified retrospective approach. The Company has completed its assessment of the adoption of this ASU, noting the standard will result in expanded disclosures related to non-interest income and enhance the qualitative disclosures on the revenues within the scope of the new guidance. The Company has concluded the adoption of ASU 2014-09 will not have a material impact on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments in ASU 2016-01, among other things: 1) Requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. 2) Requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. 3) Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables). 4) Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently in the process of identifying a third party to assist in the measurement of its financial assets and liabilities. The Company does not expect the adoption of ASU 2016-01 to have a material impact on its consolidated financial statements.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

(2) A right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements.

During June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for U.S. Securities and Exchange Commission (SEC) filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For public companies that are not SEC filers, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is currently identifying third party vendors to assist in the measurement of expected credit losses under this standard and has identified an implementation committee to assess the impact that ASU 2016-13 will have on its consolidated financial statements.

During August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments", to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments should be applied using a retrospective transition method to each period presented. If retrospective application is impractical for some of the issues addressed by the update, the amendments for those issues would be applied prospectively as of the earliest date practicable. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements.

During January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current implementation guidance in Topic 805, there are three elements of a business—inputs, processes, and

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

outputs. While an integrated set of assets and activities (collectively referred to as a "set") that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs. The amendments in this ASU provide a screen to determine when a set is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The ASU provides a framework to assist entities in evaluating whether both an input and a substantive process are present. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendments in this ASU should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect the adoption of ASU 2017-01 to have a material impact on its consolidated financial statements.

During January 2017, the FASB issued ASU No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." The amendments in this ASU simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Public business entities that are (SEC) filers should adopt the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Public business entities that are not SEC filers should adopt the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, "Income Statement—Reporting Comprehensive Income (Topic 220): reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." The amendments provide financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The amendments are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods with those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company has elected to reclassify the stranded effects from the Tax Cuts and Jobs Act in the consolidated financial statements for the period ending December 31, 2017. The amount of this reclassification in 2017 was $289,660.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 2. Restrictions on Cash and Amounts Due From Banks

The Company is required to maintain average balances on hand or with the Federal Reserve Bank. At December 31, 2017 and 2016, these reserve balances amounted to $1,178,000 and $646,000, respectively.

Note 3. Securities

Amortized cost and fair values of securities held-to-maturity and securities available-for-sale as of December 31, 2017 and 2016, are as follows:

	2017

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Held-to-maturity
Securities of state and local municipalities tax exempt	$	263,432	$	2,697	$	—		$	266,129
Securities of U.S. government and federal agencies		1,496,825		—		(866	)		1,495,959

Total Held-to-maturity Securities	$	1,760,257	$	2,697	$	(866	)	$	1,762,088



Available-for-sale
Securities of U.S. government and federal agencies	$	1,000,000	$	—	$	(31,867	)	$	968,133
Securities of state and local municipalities tax exempt		3,694,137		22,844		(678	)		3,716,303
Securities of state and local municipalities taxable		2,590,562		3,401		(41,376	)		2,552,587
Corporate bonds		5,000,000		56,875		(60,837	)		4,996,038
Certificates of deposit		490,000		532		(133	)		490,399
SBA pass-through securities		253,824		—		(7,777	)		246,047
Mortgage-backed securities		84,614,488		257		(1,401,960	)		83,212,785
Collateralized mortgage obligations		20,452,508		—		(682,579	)		19,769,929

Total Available-for-sale Securities	$	118,095,519	$	83,909	$	(2,227,207	)	$	115,952,221

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 3. Securities (Continued)

	2016

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Held-to-maturity
Securities of state and local municipalities tax exempt	$	263,285	$	—	$	(4,197	)	$	259,088
Securities of U.S. government and federal agencies		1,496,478		—		(1,482	)		1,494,996

Total Held-to-maturity Securities	$	1,759,763	$	—	$	(5,679	)	$	1,754,084



Available-for-sale
Securities of U.S. government and federal agencies	$	1,000,000	$	—	$	(38,970	)	$	961,030
Securities of state and local municipalities tax exempt		3,709,473		—		(91,738	)		3,617,735
Securities of state and local municipalities taxable		2,832,466		1,190		(63,057	)		2,770,599
Corporate bonds		7,000,000		81,223		(57,330	)		7,023,893
Corporate securities		466,650		44,550		—			511,200
Certificates of deposit		740,000		4,301		—			744,301
SBA pass-through securities		317,427		—		(11,637	)		305,790
Mortgage-backed securities		80,787,404		—		(1,362,361	)		79,425,043
Collateralized mortgage obligations		17,360,132		6,449		(498,061	)		16,868,520

Total Available-for-sale Securities	$	114,213,552	$	137,713	$	(2,123,154	)	$	112,228,111

At December 31, 2016, securities with a market value of $807,411 were pledged to secure borrowings at the Federal Reserve Bank. As of December 31, 2017, no securities were pledged with the Federal Reserve Bank.

At December 31, 2017 and 2016, securities with a market value of $0 and $9,165,968 were pledged to secure borrowings at the Federal Home Loan Bank of Atlanta.

At December 31, 2017 and 2016, securities with a market value of $0 and $92,756,879 were pledged to secure public deposits with the Treasury Board of Virginia at the Community Bankers' Bank.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 3. Securities (Continued)

exceeded its amortized cost on other days during the past twelve-month period. Available-for-sale securities that have been in a continuous unrealized loss position are as follows:

	Less Than 12 Months					12 Months or Longer					Total

At December 31, 2017	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Securities of U.S. government and federal agencies	$	—	$	—		$	968,133	$	(31,867	)	$	968,133	$	(31,867	)
Securities of state and local municipalities tax exempt		272,095		(678	)		—		—			272,095		(678	)
Securities of state and local municipalities taxable		497,045		(2,955	)		1,278,242		(38,421	)		1,775,287		(41,376	)
Corporate bonds		1,492,691		(7,310	)		946,473		(53,527	)		2,439,164		(60,837	)
Certificates of deposit		244,867		(133	)		—		—			244,867		(133	)
SBA pass-through securities		—		—			246,047		(7,777	)		246,047		(7,777	)
Mortgage-backed securities		38,038,802		(404,218	)		44,662,947		(997,742	)		82,701,749		(1,401,960	)
Collateralized mortgage obligations		2,730,535		(28,006	)		17,039,394		(654,573	)		19,769,929		(682,579	)

Total	$	43,276,035	$	(443,300	)	$	65,141,236	$	(1,783,907	)	$	108,417,271	$	(2,227,207	)

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 3. Securities (Continued)

	Less Than 12 Months					12 Months or Longer					Total

At December 31, 2016	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Securities of U.S. government and federal agencies	$	961,030	$	(38,970	)	$	—	$	—		$	961,030	$	(38,970	)
Securities of state and local municipalities tax exempt		3,617,735		(91,738	)		—		—			3,617,735		(91,738	)
Securities of state and local municipalities taxable		1,979,109		(63,057	)		—		—			1,979,109		(63,057	)
Corporate bonds		942,670		(57,330	)		—		—			942,670		(57,330	)
SBA pass-through securities		305,790		(11,637	)		—		—			305,790		(11,637	)
Mortgage-backed securities		78,598,292		(1,344,371	)		826,751		(17,990	)		79,425,043		(1,362,361	)
Collateralized mortgage obligations		5,958,540		(102,821	)		8,955,627		(395,240	)		14,914,167		(498,061	)

Total	$	92,363,166	$	(1,709,924	)	$	9,782,378	$	(413,230	)	$	102,145,544	$	(2,123,154	)

As of December 31, 2017, the Company had one held-to-maturity security in an unrealized loss position of less than twelve months. The fair value of the security was $1,495,959 and the unrealized loss was $866. As of December 31, 2016, the Company had two held-to-maturity securities in an unrealized loss position of less than twelve months. The fair value was $1,754,084 and the unrealized loss was $5,679.

Securities of U.S. government and federal agencies: The unrealized losses were caused by interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2017.

Securities of state and local municipalities: The unrealized losses on the investments in securities of state and local municipalities were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 3. Securities (Continued)

other-than-temporarily impaired at December 31, 2017. Three of these nine investments carry an S&P investment grade rating of AA+ or above.

Corporate bonds: The unrealized losses on the investments in corporate bonds were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2017. One of these two investments carries an S&P investment grade rating of A. The remaining investment does not carry a rating.

Certificates of Deposit: The unrealized losses on certificates of deposit were caused by interest rate increases. Certificates of deposit are cash deposits with a stated maturity at a correspondent bank of the Company. Because the Company does not intend to redeem the certificates prior to maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2017.

SBA pass-through securities: The unrealized losses on the Company's investment in SBA pass-through securities were caused by interest rate increases. Repayment of the principal on those investments is guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company's investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2017.

Mortgage-backed securities: The unrealized losses on the Company's investment in mortgage-backed securities were caused by interest rate increases. The contractual cash flows of those investments are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company's investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2017.

Collateralized mortgage obligations (CMOs): The unrealized loss associated with CMOs was caused by interest rate increases. The contractual cash flows of these investments are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company's investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2017.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 3. Securities (Continued)

The amortized cost and fair value of securities available-for-sale as of December 31, 2017, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without penalties.

	Held-to-maturity				Available-for-sale

	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year	$	—	$	—	$	245,000	$	245,532
After 1 year through 5 years		—		—		3,913,900		3,867,022
After 5 years through 10 years		1,760,257		1,762,088		23,456,237		23,134,745
After 10 years		—		—		90,480,382		88,704,922

Total	$	1,760,257	$	1,762,088	$	118,095,519	$	115,952,221

For the years ended December 31, 2017 and 2016, proceeds from maturities, calls, and principal repayments of securities were $14,958,094 and $16,962,261, respectively. During 2017 and 2016, proceeds from sales of securities available-for-sale amounted to $2,630,821 and $3,955,150, gross realized gains were $164,171 and $71,124. There were no realized losses in 2017 or 2016.

Note 4. Loans and Allowance for Loan Losses

A summary of loan balances by type follows:

	2017		2016

Commercial real estate	$	526,657,052	$	476,851,256
Commercial and industrial		98,149,760		112,060,996
Commercial construction		123,443,592		53,166,871
Consumer residential		108,926,240		106,549,420
Consumer nonresidential		32,232,332		19,547,551

	$	889,408,976	$	768,176,094
Less:
Allowance for loan losses		7,725,383		6,452,481
Unearned income and (unamortized premiums)		731,646		74,534

Loans, net	$	880,951,947	$	761,649,079

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 4. Loans and Allowance for Loan Losses (Continued)

An analysis of the allowance for loan losses for the years ended December 31, 2017 and 2016 follows:

	Commercial Real Estate			Commercial and Industrial			Commercial Construction		Consumer Residential			Consumer Nonresidential			Consumer Construction			Unallocated			Total

2017
Allowance for credit losses:
Beginning Balance	$	4,266,233		$	1,031,821		$	374,826	$	500,364		$	121,557		$	—		$	157,680		$	6,452,481
Charge-offs		—			(44,081	)		—		—			(32,871	)		—			—			(76,952	)
Recoveries		—			116,817			—		—			33,037			—			—			149,854
Provision		566,342			(336,732	)		816,163		125,957			146,310			—			(118,040	)		1,200,000

Ending Balance	$	4,832,575		$	767,825		$	1,190,989	$	626,321		$	268,033		$	—		$	39,640		$	7,725,383



2016
Allowance for credit losses:
Beginning Balance	$	4,001,842		$	1,442,338		$	301,494	$	281,965		$	98,612		$	23,327		$	89,028		$	6,238,606
Charge-offs		(512,442	)		(668,513	)		—		(76,170	)		—			—			—			(1,257,125	)
Recoveries		—			—			—		—			—			—			—			—
Provision		776,833			257,996			73,332		294,569			22,945			(23,327	)		68,652			1,471,000

Ending Balance	$	4,266,233		$	1,031,821		$	374,826	$	500,364		$	121,557		$	—		$	157,680		$	6,452,481

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 4. Loans and Allowance for Loan Losses (Continued)

The following table presents the recorded investment in loans and impairment method as of December 31, 2017 and 2016 by portfolio segment:

	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Consumer Construction		Unallocated		Total

2017
Allowance for credit losses:
Ending Balance:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		4,832,575		767,825		1,190,989		626,321		268,033		—		39,640		7,725,383

	$	4,832,575	$	767,825	$	1,190,989	$	626,321	$	268,033	$	—	$	39,640	$	7,725,383



Financing receivables:
Ending Balance
Individually evaluated for impairment	$	1,881,958	$	2,846,225	$	—		587,068		4,833	$	—	$	—	$	5,320,084
Collectively evaluated for impairment		524,775,094		95,303,535		123,443,592		108,339,172		32,227,499		—		—		884,088,892

	$	526,657,052	$	98,149,760	$	123,443,592	$	108,926,240	$	32,232,332	$	—	$	—	$	889,408,976

	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Consumer Construction		Unallocated		Total

2016
Allowance for credit losses:
Ending Balance:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		4,266,233		1,031,821		374,826		500,364		121,557		—		157,680		6,452,481

	$	4,266,233	$	1,031,821	$	374,826	$	500,364	$	121,557	$	—	$	157,680	$	6,452,481



Financing receivables:
Ending Balance
Individually evaluated for impairment	$	10,276,080	$	1,633,583	$	—	$	—	$	—	$	—	$	—	$	11,909,663
Collectively evaluated for impairment		466,575,176		110,427,413		53,166,871		106,549,420		19,547,551		—		—	$	756,266,431

	$	476,851,256	$	112,060,996	$	53,166,871	$	106,549,420	$	19,547,551	$	—	$	—	$	768,176,094

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 4. Loans and Allowance for Loan Losses (Continued)

Impaired loans by class as of December 31, 2017 and 2016 are summarized as follows:

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized

2017
With an allowance recorded:
Commercial real estate	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		—		—		—		—		—
Commercial construction		—		—		—		—		—
Consumer residential		—		—		—		—		—
Consumer nonresidential		—		—		—		—		—
Consumer construction		—		—		—		—		—

	$	—	$	—	$	—	$	—	$	—



With no related allowance:
Commercial real estate	$	1,881,958	$	1,881,958	$	—	$	1,893,849	$	108,047
Commercial and industrial		2,846,225		2,860,426		—		2,515,720		150,060
Commercial construction		—		—		—		—		—
Consumer residential		587,068		587,068		—		587,040		23,872
Consumer nonresidential		4,833		4,833		—		8,531		1,450
Consumer construction		—		—		—		—		—

	$	5,320,084	$	5,334,285	$	—	$	5,005,140	$	283,429

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized

2016
With an allowance recorded:
Commercial real estate	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		—		—		—		—		—
Commercial construction		—		—		—		—		—
Consumer residential		—		—		—		—		—
Consumer nonresidential		—		—		—		—		—
Consumer construction		—		—		—		—		—

	$	—	$	—	$	—	$	—	$	—



With no related allowance:
Commercial real estate	$	10,276,079	$	10,324,523	$	—	$	10,240,475	$	506,804
Commercial and industrial		1,633,583		1,647,783		—		1,761,146		93,209
Commercial construction		—		—		—		—		—
Consumer residential		—		—		—		—		—
Consumer nonresidential		—		—		—		—		—
Consumer construction		—		—		—		—		—

	$	11,909,662	$	11,972,306	$	—	$	12,001,621	$	600,013

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 4. Loans and Allowance for Loan Losses (Continued)

No additional funds are committed to be advanced in connection with the impaired loans. There were no nonaccrual loans excluded from the impaired loan disclosure.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis typically includes larger, non-homogeneous loans such as commercial real estate and commercial and industrial loans. This analysis is performed on an ongoing basis as new information is obtained. The Company uses the following definitions for risk ratings:

Pass —Loans listed as pass include larger non-homogeneous loans not meeting the risk rating definitions below and smaller, homogeneous loans not assessed on an individual basis.

Special Mention —Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

Substandard —Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the enhanced possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful —Loans classified as doubtful include those loans which have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently known facts, conditions and values, improbable.

Loss —Loans classified as loss include those loans which are considered uncollectible and of such little value that their continuance as loans is not warranted. Even though partial recovery may be achieved in the future, it is neither practical nor desirable to defer writing off these loans.

Based on the most recent analysis performed, the risk category of loans by class of loans was as follows as of December 31, 2017 and 2016:

As of December 31, 2017	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Consumer Construction		Total

Grade:
Pass	$	525,807,582	$	95,131,099	$	123,443,592	$	106,700,407	$	32,208,254	$	—	$	883,290,934
Special mention		695,221		542,637		—		1,638,765		24,078		—		2,900,701
Substandard		154,249		2,476,024		—		587,068		—		—		3,217,341
Doubtful		—		—		—		—		—		—		—
Loss		—		—		—		—		—		—		—

Total	$	526,657,052	$	98,149,760	$	123,443,592	$	108,926,240	$	32,232,332	$	—	$	889,408,976

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 4. Loans and Allowance for Loan Losses (Continued)

As of December 31, 2016	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Consumer Construction		Total

Grade:
Pass	$	465,512,835	$	109,653,413	$	53,166,871	$	104,055,903	$	19,528,306	$	—	$	751,917,328
Special mention		8,590,646		2,163,501		—		2,493,517		19,245		—		13,266,909
Substandard		2,747,775		244,082		—		—		—		—		2,991,857
Doubtful		—		—		—		—		—		—		—
Loss		—		—		—		—		—		—		—

Total	$	476,851,256	$	112,060,996	$	53,166,871	$	106,549,420	$	19,547,551	$	—	$	768,176,094

Past due and nonaccrual loans presented by loan class were as follows as of December 31, 2017 and 2016:

As of December 31, 2017	30 - 59 days past due		60 - 89 days past due		90 days or more past due		Total past due		Current		Total loans		90 days past due and still accruing		Nonaccruals

Commercial real estate	$	—	$	—	$	154,248	$	154,248	$	526,502,804	$	526,657,052	$	—	$	154,248
Commercial and industrial		—		—		48,000		48,000		98,101,760		98,149,760		48,000		—
Commercial construction		—		910,532		—		910,532		122,533,060		123,443,592		—		—
Consumer residential		275,461		—		587,068		862,529		108,063,711		108,926,240		—		587,068
Consumer nonresidential		—		—		—		—		32,232,332		32,232,332		—		—
Consumer construction		—		—		—		—		—		—		—		—

Total	$	275,461	$	910,532	$	789,316	$	1,975,309	$	887,433,667	$	889,408,976	$	48,000	$	741,316

As of December 31, 2016	30 - 59 days past due		60 - 89 days past due		90 days or more past due		Total past due		Current		Total loans		90 days past due and still accruing		Nonaccruals

Commercial real estate	$	906,738	$	1,605,427	$	155,200	$	2,667,365	$	474,183,891	$	476,851,256	$	155,200	$	—
Commercial and industrial		—		211,548		94,082		305,630		111,755,366		112,060,996		—		94,082
Commercial construction		—		—		—		—		53,166,871		53,166,871		—		—
Consumer residential		1,135,961		—		—		1,135,961		105,413,459		106,549,420		—		—
Consumer nonresidential		—		9,986		—		9,986		19,537,565		19,547,551		—		—
Consumer construction		—		—		—		—		—		—		—		—

Total	$	2,042,699	$	1,826,961	$	249,282	$	4,118,942	$	764,057,152	$	768,176,094	$	155,200	$	94,082

There were overdrafts of $162,231 and $77,479 at December 31, 2017 and 2016 which have been reclassified from deposits to loans. At December 31, 2017 and 2016, loans with a carrying value of $128,748,012 and $81,107,118 were pledged to the Federal Home Loan Bank of Atlanta.

There was one commercial real estate and one commercial and industrial loan in the loan portfolio that defaulted during the year ended December 31, 2017. This resulted in the recording of $3,866,098

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 4. Loans and Allowance for Loan Losses (Continued)

of other real estate owned. A summary of the troubled debt restructurings presented by loan class follows for the years ended December 31, 2017 and 2016:

For the year ended December 31, 2017

Troubled Debt Restructurings		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Commercial real estate	—	$	—	$	—
Commercial and industrial	1		203,567		187,486
Commercial construction	—		—		—
Consumer residential	—		—		—
Consumer nonresidential	1		9,517		4,833
Consumer construction	—		—		—

Total	2	$	213,084	$	192,319

For the year ended December 31, 2016

Troubled Debt Restructurings		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Commercial real estate	1	$	6,182,709	$	6,182,709
Commercial and industrial	2		677,774		677,774
Commercial construction	—		—		—
Consumer residential	—		—		—
Consumer nonresidential	—		—		—
Consumer construction	—		—		—

Total	3	$	6,860,483	$	6,860,483

As of December 31, 2017 and 2016, the Company has a recorded investment in troubled debt restructurings of $1,671,379 and $11,522,972 respectively.

The concessions made in troubled debt restructurings were extensions of the maturity dates or reductions in the stated interest rate for the remaining life of the debt.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 5. Other Real Estate Owned

Other real estate owned activity was as follows for December 31, 2017. The Company had no other real estate owned as of December 31, 2016.

	2017

Beginning Balance	$	—
Loans transferred to real estate owned		2,790,609
Capitalized expenditures		—
Gain on foreclosure		1,075,489
Sales of other real estate owned		—

Ending Balance	$	3,866,098

At December 31, 2017 and 2016, there were no foreclosed residential real estate properties recorded in other real estate owned as a result of obtaining physical possession of the property and there was no residential real estate properties for which formal foreclosure proceedings are in process.

Note 6. Premises and Equipment

A summary of the cost and accumulated depreciation of premises and equipment follows:

	2017		2016

Leasehold improvements	$	2,586,030	$	2,367,030
Furniture, fixtures and equipment		3,246,296		3,010,721
Computer software		369,273		323,078

	$	6,201,599	$	5,700,829
Less: accumulated depreciation		4,965,779		4,430,087

	$	1,235,820	$	1,270,742

For the years ended December 31, 2017 and 2017, depreciation expense was $535,692 and $523,392, respectively.

As of October 31, 2017, the Company has a non-cancellable lease agreement for the operating headquarters and a branch in Fairfax, Virginia. The lease states that if the Company holds possession of the premises after the expiration date, the Company shall become a tenant on a month-to-month basis. The monthly rental payment shall continue as provided unless notice is given. The lease expires November 30, 2027.

In July 2017, the Company entered into a non-cancellable lease agreement to operate a branch and operations center in Manassas, Virginia. The lease expires December 31, 2022. The lease contains an option to extend for two five-year periods.

In December 2010, the Company entered into a five-year lease agreement to operate a branch in Reston, Virginia. The lease, which is cancellable with penalty, expires December 31, 2020. The lease contains an option to extend for two five-year periods.

In October 2012, the Company assumed the remaining term of a non-cancellable 10-year lease agreement to operate a branch in Arlington, Virginia. The lease expires on July 31, 2018. The lease

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 6. Premises and Equipment (Continued)

contains an option to extend for two five-year periods. As part of the acquisition accounting, the Company recorded a liability for the terms of the lease relative to the market terms at the time of the acquisition. The liability is accreted against rent expense over the remaining lease term.

In May 2013, the Company entered into a 10-year lease agreement to operate a branch in Springfield, Virginia. The lease, which is cancellable with penalty, expires August 31, 2023. The lease contains an option to extend for two five-year periods.

In March 2016, the Company entered into a 10-year lease agreement to operate a branch in Ashburn, Virginia. The lease, which is cancellable with penalty, expires August 31, 2026.

Total rent expense for the years ended December 31, 2017 and 2016 amounted to $1,113,846 and $1,029,109, respectively.

The minimum base rent for the remainder of the leases are as follows:


2018	$	1,129,940
2019		1,212,001
2020		1,248,716
2021		1,183,464
2022		1,144,714
Thereafter		3,306,056

	$	9,224,892

Note 7. Deposits

Remaining maturities on certificates of deposit are as follows:


2018	$	262,207,559
2019		80,531,334
2020		19,330,339
2021		7,694,270
2022		3,852,770
Thereafter		—

	$	373,616,272

Total time deposits of $250,000 and greater were $119,791,787 and $75,872,386 at December 31, 2017 and 2016, respectively.

At December 31, 2017 and 2016, the Company had one and four customer relationships, whose related balance on deposit exceeded 5% of outstanding deposits. These customer relationships comprise 9% of outstanding deposits at December 31, 2017 and 25% of outstanding deposits at December 31, 2016.

Brokered deposits totaled $177,465,823 and $85,256,573 at December 31, 2017 and 2016, respectively.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 8. Federal Home Loan Bank (FHLB) Advances and Other Borrowings

The Company had no FHLB advances at December, 31, 2017. FHLB advances at December 31, 2016 totaled $27,000,000.

At December 31, 2017, 1-4 family residential loans with a book value of $1,489,248, multi-family residential loans with a book value of $7,389,112, home equity lines of credit with a book value of $7,983,047 and commercial real estate loans with book value of $111,886,605 were pledged against an available line of credit with the Federal Home Loan Bank totaling $169,151,000 as of December 31, 2017. The Bank obtained a letter of credit with the FHLB in the amount of $80,000,000 for the purpose of collateral against Virginia public deposits. The remaining lendable collateral value at December 31, 2017 totaled $10,708,594.

The Company has unsecured lines of credit with correspondent banks totaling $44,000,000 and $37,000,000 at December 31, 2017 and 2016, available for overnight borrowing. At December 31, 2017 and 2016, these lines of credit with correspondent banks were not drawn upon.

Note 9. Subordinated Notes

On June 20, 2016, the Company issued $25,000,000 in private placement of fixed-to-floating subordinated notes due June 30, 2026. Interest is payable at 6.00% per annum, from and including June 20, 2016 to, but excluding June 30, 2021, payable semi-annually in arrears. From and including June 30, 2021 to the maturity date or early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR rate plus 487 basis points, payable quarterly in arrears.

The Company may, at its option, beginning with the interest payment date of June 30, 2021 and on any scheduled interest payment date thereafter redeem the subordinated notes, in whole or in part, upon not fewer than 30 nor greater than 60 days' notice to holders, at a redemption price equal to 100% of the principal amount of the subordinated notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. Any partial redemption will be made pro rata among all of the holders.

The subordinated notes qualify as Tier 2 capital for the Company to the fullest extent permitted under the BASEL III capital rules. When contributed to the capital of the Bank, the proceeds of the subordinated notes may be included in Tier 1 capital for the Bank. At December 31, 2017 and 2016, $21,000,000 of the proceeds of the Company's subordinated notes have been included in the Bank's Tier 1 capital.

Note 10. Related Party Transactions

Officers, directors and their affiliates had borrowings of $11,453,515 and $8,811,847 at December 31, 2017 and 2016 with the Company. During the years ended December 31, 2017 and 2016, total principal additions were $3,126,857 and $5,235,095 and total principal payments were $485,189 and $1,402,124, respectively.

Related party deposits amounted to $22,952,738 and $24,059,602 at December 31, 2017 and 2016, respectively.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 11. Income Taxes

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2017 and 2016 are presented below:

	2017		2016

Deferred Tax Assets:
Allowance for loan losses	$	1,622,330	$	2,193,844
Net operating loss carryforward		258,542		446,812
Bank premises and equipment and deferred rent		279,619		417,233
Unrealized loss on securities available for sale		449,453		686,410
Nonqualified stock options and restricted stock		261,007		364,321
Organizational and start-up expenses		68,446		130,431
Acquisition accounting adjustments		58,250		102,849
Non-accrual loan interest		3,413		876
Deferred loan (fees) costs		153,646		25,341

Net Deferred Tax Assets	$	3,154,706	$	4,368,117

As part of the 2012 acquisition, the Company acquired approximately $1.7 million of unused net operating loss carryforwards. The Company may utilize the carryforwards, subject to certain limitations, through 2032. The income tax expense charged to operations for the years ended December 31, 2017 and 2016 consists of the following:

	2017		2016

Current tax expense	$	5,518,450	$	3,884,480
Deferred tax expense (benefit)(1)		1,327,274		(313,357	)

	$	6,845,724	$	3,571,123

(1): The deferred tax expense for December 31, 2017 includes the impact of the Tax Act as described in Note 1.

Income tax expense differed from amounts computed by applying the U.S. federal income tax rate to income, before income tax expense as a result of the following:

	2017			2016

Computed "expected" tax expense	$	5,023,450		$	3,582,833
Increase (decrease) in income taxes resulting from:
Non-deductible expense		154,025			153,922
Tax free income		(328,677	)		(135,531	)
Deferred tax asset adjustment for enacted change in tax rate		2,036,284			—
Other		(39,358	)		(30,101	)

	$	6,845,724		$	3,571,123

The Company files income tax returns in the U.S. federal jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal examination by tax authorities for years prior to 2014.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 12. Financial Instruments with Off-Balance Sheet Risk

The Company is party to credit-related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.

The Company's exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.

At December 31, 2017 and 2016, the following financial instruments were outstanding which contract amounts represent credit risk:

	2017		2016

Commitments to grant loans	$	23,078,095	$	41,536,793
Unused commitments to fund loans and lines of credit		170,802,095		142,566,701
Commercial and standby letters of credit		9,724,767		3,424,258

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management's credit evaluation of the customer.

Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management's credit evaluation of the customer.

Commercial and standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company generally holds collateral supporting those commitments, if deemed necessary.

The Company maintains its cash accounts with the Federal Reserve and correspondent banks. The total amount of cash on deposit in correspondent banks exceeding the federally insured limits was $607,703 and $108,858 at December 31, 2017 and 2016, respectively.

Note 13. Minimum Regulatory Capital Requirements

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 13. Minimum Regulatory Capital Requirements (Continued)

adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. A financial institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. As a part of the new requirements, the Common Equity Tier 1 Capital ratio is calculated and utilized in the assessment of capital for all institutions. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital. Under the Basel III rules, the Company must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer is being phased in from 0.625% for 2016 to 2.50% by 2019. The capital conservation buffer for 2017 is 1.25%. Management believes as of December 31, 2017 and 2016, the Company meets all capital adequacy requirement to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At year-end 2017 and 2016, the most recent regulatory notification categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution's category.

Federal and state banking regulations place certain restrictions on dividends paid by the Company. The total amount of dividends which may be paid at any date is generally limited to retained earnings of the Company.

The following table shows the minimum capital requirement and capital position for the Company for December 31, 2017 and for the Bank at December 31, 2017 and 2016.

FVCBankcorp, Inc. (Consolidated)

	Actual					Minimum Capital Requirement(1)

	Amount		Ratio			Amount		Ratio
						(Amounts in Thousands)
As of December 31, 2017:
Total Risk Based Capital (to Risk Weighted Assets)	$	131,410		13.46	%	$	90,337		9.250	%
Tier 1 Capital (to Risk Weighted Assets)	$	99,358		10.17	%	$	70,805		7.250	%
Common Tier 1 (CET1) (to Risk Weighted Assets)	$	99,358		10.17	%	$	56,155		5.750	%
Tier 1 Capital (to Average Assets)	$	99,358		9.81	%	$	40,523		4.000	%

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 13. Minimum Regulatory Capital Requirements (Continued)

First Virginia Community Bank

	Actual					Minimum Capital Requirement(1)					Well Capitalized Under Prompt Corrective Action Provisions

	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Amounts in Thousands)
As of December 31, 2017:
Total Risk Based Capital (to Risk Weighted Assets)	$	127,020		12.83	%	$	91,594		9.250	%	$	99,021		10.000	%
Tier 1 Capital (to Risk Weighted Assets)	$	119,295		12.05	%	$	71,790		7.250	%	$	79,217		8.000	%
Common Tier 1 (CET1) (to Risk Weighted Assets)	$	119,295		12.05	%	$	56,937		5.750	%	$	64,364		6.500	%
Tier 1 Capital (to Average Assets)	$	119,295		11.79	%	$	40,456		4.000	%	$	50,571		5.000	%
As of December 31, 2016:
Total Risk Based Capital (to Risk Weighted Assets)	$	108,764		13.16	%	$	71,311		8.625	%	$	82,679		10.000	%
Tier 1 Capital (to Risk Weighted Assets)	$	102,312		12.37	%	$	54,775		6.625	%	$	66,143		8.000	%
Common Tier 1 (CET1) (to Risk Weighted Assets)	$	102,312		12.37	%	$	42,373		5.125	%	$	53,741		6.500	%
Tier 1 Capital (to Average Assets)	$	102,312		11.89	%	$	33,072		4.000	%	$	43,010		5.000	%

(1): Except with regard to the Company's and Bank's Tier 1 to average assets ratio, the minimum capital requirement includes the phased-in portion of the Basel III Capital Rules capital conservation buffer.

Note 14. Stock-Based Compensation Plan

The Company's 2008 Stock Option Plan (the Plan), which is shareholder-approved, was adopted to advance the interests of the Company by providing selected key employees of the Company, their affiliates, and directors with the opportunity to acquire shares of common stock. The Plan granted options to purchase 5,858 shares of common stock to each of the 21 organizing shareholders of the Company, who had funds at risk during the Company's organizational period and assumed the financial risk that the Company would not open. These shares immediately vested upon grant. In April 2016, the shareholders approved an amendment to the Amended and Restated 2008 Stock Plan to increase the number of shares authorized for issuance under the Plan by 312,500 shares.

The maximum number of shares with respect to which awards may be made is 2,529,296 shares of common stock, subject to adjustment for certain corporate events. Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant, generally vest annually over three years of continuous service and have ten year contractual terms. At December 31, 2017, 33,868 shares were available to grant under the Plan.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 14. Stock-Based Compensation Plan (Continued)

The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing model for determining fair value. The model employs the following assumptions:

•: Dividend yield—calculated as the ratio of historical dividends paid per share of common stock to the stock price on the date of grant;
•: Expected life (term of options)—based on the average contractual life and vesting schedule for the respective options;
•: Expected volatility—based on the monthly historical volatility of the stock price of similar banks over the expected life of the options;
•: Risk-free interest rate—based upon the U.S. Treasury bill rate in effect at date of grant for bonds with a maturity equal to the expected life of the options.

A summary of option activity under the Plan as of December 31, 2017, and changes during the year then ended is presented below:

Options			Weighted-Average Exercise Price			Aggregate Intrinsic Value(1)

Outstanding at January 1, 2017	2,302,113		$	7.69	6.40
Granted	625			15.20
Exercised	(77,144	)		5.83
Forfeited or expired	(7,384	)		9.98

Outstanding at December 31, 2017	2,218,210		$	7.74	5.51	$	21,683,068



Exercisable at December 31, 2017	1,772,807		$	7.11	4.92	$	18,457,355

(1): The aggregate intrinsic value of stock options represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options on December 31, 2017. This amount changes based on changes in the market value of the Company's stock.

The weighted average grant date fair value of options granted during the years ended December 31, 2017 and 2016 was $3.08 and $2.85, respectively.

The compensation cost that has been charged to income for the plan was $627,544 and $697,809 for 2017 and 2016, respectively. As of December 31, 2017, there was unamortized compensation expense of $738,351 that will be amortized over 46 months. Tax benefits recognized for qualified stock options during 2017 and 2016 totaled $39,360 and $91,953.

Stock option information has been retroactively adjusted for the five-for-four stock splits declared in August 2017 and June 2016.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 14. Stock-Based Compensation Plan (Continued)

A summary of the Company's restricted stock grant activity as of December 31, 2017 is shown below. Prior to January 1, 2017, the Company had no restricted stock grants outstanding.

		Weighted Average Grant Date Fair Value

Nonvested at January 1, 2017	—	$	—
Granted	66,155		17.50
Vested	—		—
Forfeited	—		—

Balance at December 31, 2017	66,155	$	17.50

As of December 31, 2017, there was $1,130,249 of total unrecognized compensation cost related to nonvested restricted shares granted under the Plan. The cost is expected to be recognized over a weighted-average period of 47 months.

Note 15. Fair Value Measurements

Determination of Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with Fair Value Measurements and Disclosures topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 15. Fair Value Measurements (Continued)

Fair Value Hierarchy

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.


Level 1	—	Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2	—	Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
Level 3	—	Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

Securities available-for-sale : Securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that considers observable market data (Level 2).

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 15. Fair Value Measurements (Continued)

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016:

			Fair Value Measurements at December 31, 2017 Using

			Quoted Prices in Active Markets for Identical Assets
					Significant Other Observable Inputs
							Significant Unobservable Inputs
	Balance as of December 31, 2017						Significant Unobservable Inputs
Description	Balance as of December 31, 2017		(Level 1)		(Level 2)		(Level 3)
Assets
Available-for-sale
Securities of U.S. government and federal agencies	$	968,133	$	—	$	968,133	$	—
Securities of state and local municipalities tax exempt		3,716,303		—		3,716,303		—
Securities of state and local municipalities taxable		2,552,587		—		2,552,587		—
Corporate bonds		4,996,038		—		4,996,038		—
Certificates of deposit		490,399		—		490,399		—
SBA pass-through securities		246,047		—		246,047		—
Mortgage-backed securities		83,212,785		—		83,212,785		—
Collateralized mortgage obligations		19,769,929		—		19,769,929		—

Total Available-for-Sale Securities	$	115,952,221	$	—	$	115,952,221	$	—

			Fair Value Measurements at December 31, 2016 Using

			Quoted Prices in Active Markets for Identical Assets
					Significant Other Observable Inputs
							Significant Unobservable Inputs
	Balance as of December 31, 2016						Significant Unobservable Inputs
Description	Balance as of December 31, 2016		(Level 1)		(Level 2)		(Level 3)
Assets
Available-for-sale
Securities of U.S. government and federal agencies	$	961,030	$	—	$	961,030	$	—
Securities of state and local municipalities tax exempt		3,617,735		—		3,617,735		—
Securities of state and local municipalities taxable		2,770,599		—		2,770,599		—
Corporate bonds		7,023,893		—		7,023,893		—
Corporate securities		511,200		—		511,200		—
Certificates of deposit		744,301		—		744,301		—
SBA pass-through securities		305,790		—		305,790		—
Mortgage-backed securities		79,425,043		—		79,425,043		—
Collateralized mortgage obligations		16,868,520		—		16,868,520		—

Total Available-for-Sale Securities	$	112,228,111	$	—	$	112,228,111	$	—

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 15. Fair Value Measurements (Continued)

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower of cost or market accounting or write-downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements:

Impaired Loans : Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction, has the value derived by discounting comparable sales due to lack of similar properties, or is discounted by the Company due to marketability, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business's financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Statements of Income. No loans were recorded at fair value at December 31, 2017 or December 31, 2016.

Other Real Estate Owned : Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach with data from comparable properties. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available, which results in a Level 3 classification of the inputs for determining fair value. Other real estate owned properties are evaluated regularly for impairment and adjusted accordingly.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 15. Fair Value Measurements (Continued)

The following table summarizes the Company's assets that were measured at fair value on a nonrecurring basis at December 31, 2017:

			Fair Value Measurements at December 31, 2017 Using

			Quoted Prices in Active Markets for Identical Assets
					Significant Other Observable Inputs
							Significant Unobservable Inputs
	Balance as of December 31, 2017						Significant Unobservable Inputs
Description	Balance as of December 31, 2017		(Level 1)		(Level 2)		(Level 3)
Assets
Other Real Estate Owned	$	3,866,098	$	—	$	—	$	3,866,098

The following table displays quantitative information about Level 3 Fair Value Measurements for December 31, 2017:

Quantitative information about Level 3 Fair Value Measurements for December 31, 2017

Assets	Fair Value		Valuation Technique(s)	Unobservable input	Range
Other real estate owned	$	3,866,098	Discounted appraised value	Selling costs		10.51	%

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed herein:

Cash and Due from Banks and Federal Funds Sold

The carrying amounts of cash and due from banks and federal funds sold approximate their fair value.

Securities

Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or third party vendor pricing models.

Interest-Bearing Deposits at Other Financial Institutions

The carrying amounts of interest-bearing deposits at other financial institutions payable on demand, consisting of money market deposits, approximate fair value. Fair value of fixed-rate

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 15. Fair Value Measurements (Continued)

certificates of deposit is estimated based on discounted cash flow analyses using the remaining maturity of the underlying accounts and interest rates currently offered on certificates of deposit with similar original maturities.

Restricted Stock

The carrying amount of Federal Reserve Bank stock, Federal Home Loan Bank stock and Community Bankers' Bank Stock approximates fair value based on redemption provisions.

Loans Receivable

For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans (for example, one to four family residential), credit-card loans and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for business real estate and business loans are estimated using a discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Bank Owned Life Insurance

Bank owned life insurance represents insurance policies on senior officers of the Company. The cash values of the policies are estimated using information provided by insurance carriers. These policies are carried at their cash surrender values, which approximates fair values.

Accrued Interest

The carrying amount of accrued interest approximates fair value.

Deposits

The carrying amounts of deposit liabilities payable on demand, consisting of NOW accounts, money market deposits, and saving deposits approximate fair value. Fair value of fixed-rate certificates of deposit is estimated based on discounted cash flow analyses using the remaining maturity of the underlying accounts and interest rates currently offered on certificates of deposit with similar original maturities.

FHLB Advances

The fair value of FHLB advances is estimated based on discounted cash flow analyses using the remaining maturity of the underlying accounts and interest rates currently offered of advance with similar original maturities.

Subordinated Notes

The fair value of the subordinated notes are estimated using discounted cash flow analyses based on the current borrowing rates for similar for similar types of borrowing arrangements.

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 15. Fair Value Measurements (Continued)

Off-Balance Sheet Financial Instruments

At December 31, 2017 and 2016, the fair values of loan commitments and standby letters of credit are immaterial. Therefore, they have not been included in the following table.

			Fair Value Measurements as of December 31, 2017, using

			Quoted Prices in Active Markets for Identical Assets
					Significant Unobservable Inputs		Significant Unobservable Inputs
	Carrying Amount				Significant Unobservable Inputs		Significant Unobservable Inputs
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	7,427,599	$	7,427,599	$	—	$	—
Interest-bearing deposits at other institutions		15,139,300		15,139,300		—		—
Securities held-to-maturity		1,760,257		—		1,762,088
Securities available-for-sale		115,952,221		—		115,952,221		—
Restricted stock		3,438,200		—		3,438,200		—
Loans, net		880,951,947		—		—		876,569,000
Bank owned life insurance		15,968,610		—		15,968,610		—
Accrued interest receivable		2,964,161		—		2,964,161		—
Financial liabilities:
Checking, savings and money market accounts	$	554,546,315	$	—	$	554,546,315	$	—
Time deposits		373,616,272		—		371,782,000		—
Subordinated notes		24,327,274		—		23,462,000		—
Accrued interest payable		416,744		—		416,744		—

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 15. Fair Value Measurements (Continued)

			Fair Value Measurements as of December 31, 2016, using

			Quoted Prices in Active Markets for Identical Assets
					Significant Unobservable Inputs		Significant Unobservable Inputs
	Carrying Amount				Significant Unobservable Inputs		Significant Unobservable Inputs
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	5,174,470	$	5,174,470	$	—	$	—
Interest-bearing deposits at other institutions		3,509,686		3,509,686		—		—
Securities held-to-maturity		1,759,763		—		1,754,084
Securities available-for-sale		112,228,111		—		112,228,111		—
Restricted stock		4,431,900		—		4,431,900		—
Loans, net		761,649,079		—		—		769,435,000
Bank owned life insurance		10,828,189		—		10,828,189		—
Accrued interest receivable		2,496,427		—		2,496,427		—
Financial liabilities:
Checking, savings and money market accounts	$	534,942,937	$	—	$	534,942,937	$	—
Time deposits		241,048,042		—		240,449,000		—
FHLB advances and Subordinated notes		51,247,346		—		49,690,000		—
Accrued interest payable		170,367		—		170,367		—

Note 16. Earnings Per Share

Basic earnings per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if contracts to issue common stock were exercised or converted into common stock, or resulted in the issuance of stock which then shared in the earnings of the Company.

Earnings per share has been retroactively adjusted for the five-for-four stock splits declared in August 2017 and June 2016.

The following shows the weighted average number of shares used in computing earnings per share and the effect of weighted average number of shares of dilutive potential common stock. Dilutive potential common stock has no effect on income available to common shareholders. There

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 16. Earnings Per Share (Continued)

were 625 and 273,302 shares, respectively, excluded from 2017 and 2016 the calculation because their effects were anti-dilutive.

	2017		2016

Net income	$	7,689,721	$	6,932,637
Weighted average number of shares		10,434,709		10,169,711
Options effect of dilutive securities		1,110,699		752,760

Weighted average diluted shares		11,545,408		10,922,471



Basic EPS	$	0.74	$	0.68
Diluted EPS	$	0.67	$	0.63

Note 17. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (AOCI) for the years ended December 31, 2017 and 2016 are shown in the following table. The Company has only one component, which is available-for-sale securities, for the years presented.

Available-for-Sale Securities	2017			2016

Balance, beginning of period	$	(1,299,032	)	$	(613,930	)
Net unrealized gains (losses) during the period		2,606			(638,160	)
Net reclassification adjustment for gains realized in income		(107,434	)		(46,942	)

Other comprehensive (loss), net of tax		(104,828	)		(685,102	)
Reclassification of stranded effects from change in tax rate		(289,660	)		—

Balance, end of period	$	(1,693,520	)	$	(1,299,032	)

The following table presents information related to reclassifications from accumulated other comprehensive income.

	Amount Reclassified from AOCI into Income For the Years Ended December 31,

							Affected Line Item in the Consolidated Statements of Income
Details about AOCI	2017			2016			Affected Line Item in the Consolidated Statements of Income
Available-for-sale securities	$	164,171		$	71,124		Gain on sale of securities available-for-sale
Tax effects		(56,737	)		(24,182	)	Income tax expense

Total	$	107,434		$	46,942		Net of tax

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 18. Parent Company Only Financial Statements

The FVCBankcorp, Inc. (Parent Company only) condensed financial statements are as follows:

PARENT COMPANY ONLY CONDENSED STATEMENTS OF CONDITION
December 31, 2017 and 2016

Assets	2017			2016

Cash and cash equivalents	$	2,453,784		$	748,475
Securities available-for-sale		1,015,000			1,511,200
Investment in subsidiary		118,211,118			101,360,729
Other assets		152,481			146,427

Total assets	$	121,832,383		$	103,766,831



Liabilities and Stockholders' Equity
Subordinated notes	$	24,327,274		$	24,247,346
Other liabilities		(777,876	)		(291,953	)

Total liabilities	$	23,549,398		$	23,955,393

Total stockholders' equity	$	98,282,985		$	79,811,438

Total liabilities and stockholders' equity	$	121,832,383		$	103,766,831

PARENT COMPANY ONLY CONDENSED STATEMENTS OF OPERATIONS
December 31, 2017 and 2016

	2017			2016

Income:
Interest on securities available-for-sale	$	65,181		$	2,889
Interest on subordinated notes		(1,579,928	)		(841,165	)
Gains on sale of securities available-for-sale		119,171			—

Total income (loss)	$	(1,395,576	)	$	(838,276	)

Salaries and employee benefits		(596,644	)		(706,269	)
Audit, legal and consulting fees		(108,247	)		(111,206	)
Other operating expenses		(183,717	)		(183,548	)

Total expense		(888,608	)		(1,001,023	)

Net income (loss) before income taxes and equity in undistributed earnings of subsidiary	$	(2,284,184	)	$	(1,839,299	)

Income tax benefit		(788,043	)		(556,248	)

Equity in undistributed earnings of subsidiary		9,185,862			8,215,688

Net income	$	7,689,721		$	6,932,637

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FVCBANKCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements (Continued)

Note 18. Parent Company Only Financial Statements (Continued)

PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS
December 31, 2017 and 2016

	2017			2016

Cash Flows From Operating Activities
Net income	$	7,689,721		$	6,932,637
Equity in undistributed earnings of subsidiary		(9,185,862	)		(8,215,688	)
Stock-based compensation expense		627,544			697,809
Realized gains on securities sales		(119,171	)		—
Change in other assets and liabilities		(662,048	)		(546,014	)

Net cash used in operating activities	$	(1,649,816	)	$	(1,131,256	)

Cash Flows From Investing Activities
Proceeds from sales of securities available-for-sale		596,015			(1,482,019	)
Pushdown of capital to bank subsidiary		(7,500,000	)		(21,000,000	)

Net cash used in investing activities	$	(6,903,985	)	$	(22,482,019	)

Cash Flows From Financing Activities
Issuance of subordinated notes, net	$	—		$	24,247,346
Cash paid in lieu of fractional shares		(4,250	)		(5,250	)
Stock options exercised		263,360			119,654
Common stock issuance		10,000,000			—

Net cash provided by financing activities	$	10,259,110		$	24,361,750

Net increase in cash and cash equivalents	$	1,705,309		$	748,475
Cash and cash equivalents, beginning of year		748,475			—

Cash and cash equivalents, end of year	$	2,453,784		$	748,475

Note 19. Subsequent Events

In preparing the financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 22, 2018, the date the financial statements were available to be issued. Based on the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment to or disclosure in the audited consolidated financial statements.

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FVCBankcorp, Inc. and Subsidiary

Consolidated Balance Sheets

June 30, 2018 and December 31, 2017

(In thousands, except share data)

					June 30, 2018			December 31, 2017

					(Unaudited)
Assets
Cash and due from banks					$	6,309		$	7,428
Interest-bearing deposits at other financial institutions						30,734			15,139
Securities held-to-maturity (fair value of $1.7 million and $1.8 million at June 30, 2018 and December 31, 2017, respectively)						1,761			1,760
Securities available-for-sale, at fair value						117,083			115,952
Restricted stock, at cost						3,800			3,438
Loans, net of allowance for loan losses of $8.3 million and $7.8 million at June 30, 2018 and December 31, 2017, repectively						947,343			880,952
Premises and equipment, net						1,401			1,236
Accrued interest receivable						3,234			2,964
Prepaid expenses						1,260			698
Deferred tax assets, net						5,662			3,155
Core deposit intangible, net						88			99
Bank owned life insurance (BOLI)						16,187			15,969
Other real estate owned (OREO)						3,866			3,866
Other assets						721			568

Total assets					$	1,139,449		$	1,053,224



Liabilities and Stockholders' Equity
Liabilities
Deposits:
Noninterest-bearing					$	284,452		$	175,446
Interest-bearing checking, savings and money market						396,667			379,101
Time deposits						327,777			373,616

Total deposits					$	1,008,896		$	928,163

Subordinated notes, net of issuance costs					$	24,367		$	24,327
Accrued interest payable						549			417
Accrued expenses and other liabilities						1,671			2,034

Total liabilities					$	1,035,483		$	954,941

Commitments and Contingent Liabilities
Stockholders' Equity
	2018		2017
Preferred stock, $0.01 par value
Shares authorized		1,000,000		1,000,000
Shares issued and outstanding		—		—		—			—
Common stock, $0.01 par value
Shares authorized		20,000,000		20,000,000
Shares issued and outstanding		11,076,266		10,868,984		111			109
Additional paid-in capital						75,411			74,008
Retained earnings						31,933			25,859
Accumulated other comprehensive (loss), net						(3,489	)		(1,693	)

Total stockholders' equity					$	103,966		$	98,283

Total liabilities and stockholders' equity					$	1,139,449		$	1,053,224

See Notes to Consolidated Financial Statements.

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FVCBankcorp, Inc. and Subsidiary

Consolidated Statements of Income

For the three and six months ended June 30, 2018 and 2017

(In thousands, except share data)

(Unaudited)

	For the three months ended June 30,				For the six months ended June 30,

	2018		2017		2018		2017
Interest and Dividend Income
Interest and fees on loans	$	11,292	$	9,132	$	21,865	$	17,833
Interest and dividends on securities held-to-maturity		13		13		26		25
Interest and dividends on securities available-for-sale		673		581		1,330		1,187
Dividends on restricted stock		60		63		113		118
Interest on deposits at other financial institutions		32		12		77		26

Total interest and dividend income	$	12,070	$	9,801	$	23,411	$	19,189

Interest Expense
Interest on deposits	$	2,286	$	1,421	$	4,434	$	2,782
Interest on federal funds purchased		1		1		1		2
Interest on short-term debt		32		96		67		129
Interest on long-term debt		—		—		—		1
Interest on subordinated notes		395		395		790		790

Total interest expense	$	2,714	$	1,913	$	5,292	$	3,704

Net Interest Income	$	9,356	$	7,888	$	18,119	$	15,485
Provision for loan losses		281		165		639		515

Net interest income after provision for loan losses	$	9,075	$	7,723	$	17,480	$	14,970

Noninterest Income
Service charges on deposit accounts	$	152	$	140	$	293	$	256
Gains on sale of securities available-for-sale		—		23		—		119
BOLI income		108		111		219		625
Other fee income		103		84		236		151

Total noninterest income	$	363	$	358	$	748	$	1,151

Noninterest Expenses
Salaries and employee benefits	$	3,324	$	3,007	$	6,509	$	5,848
Occupancy and equipment expense		580		539		1,152		1,113
Data processing and network administration		285		259		565		497
State franchise taxes		296		260		592		536
Audit, legal and consulting fees		132		111		288		229
Merger and acquisition expense		397		—		397		—
Loan related expenses		61		48		118		150
FDIC insurance		117		130		225		211
Marketing, business development and advertising		94		105		180		197
Director fees		122		93		233		192
Postage, courier and telephone		48		40		100		88
Internet banking		75		60		142		114
Dues, memberships & publications		42		30		82		60
Bank insurance		44		35		80		64
Printing and supplies		32		29		61		56
Bank charges		34		18		69		37
State assessments		36		30		72		60
Core deposit intangible amortization		5		5		10		10
Other operating expenses		98		45		207		99

Total noninterest expenses	$	5,822	$	4,844	$	11,082	$	9,561

Net income before income tax expense	$	3,616	$	3,237	$	7,146	$	6,560
Income tax expense		539		1,117		1,072		2,110

Net income	$	3,077	$	2,120	$	6,074	$	4,450



Earnings per share, basic	$	0.28	$	0.21	$	0.55	$	0.44



Earnings per share, diluted	$	0.26	$	0.20	$	0.50	$	0.41

See Notes to Consolidated Financial Statements.

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FVCBankcorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income

For the three and six months ended June 30, 2018 and 2017

(In thousands)

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,

	2018			2017			2018			2017
Net income	$	3,077		$	2,120		$	6,074		$	4,450
Other comprehensive gain (loss):
Unrealized gain (loss) on securities available for sale, net of tax expense of $105.5 thousand and $477.4 thousand for the three and six months ended June 30, 2018, repectively, net of tax benefit $120.2 thousand and $185.6 thousand for the three and six months ended June 30, 2017, respectively.		(397	)		233			(1,796	)		360
Reclassification adjustment for gains realized in income, net of tax of $0 for the three and six months ended June 30, 2018, and net of tax $7.9 thousand and $40.5 thousand for the three and six months ended June 30, 2017, respectively.		—			(15	)		—			(78	)

Total other comprehensive income (loss)	$	(397	)	$	218		$	(1,796	)	$	282

Total comprehensive income	$	2,680		$	2,338		$	4,278		$	4,732

See Notes to Consolidated Financial Statements.

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FVCBankcorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2018 and 2017

(In thousands)

(Unaudited)

	2018			2017

Cash Flows From Operating Activities
Reconciliation of net income to net cash provided by operating activities:
Net income	$	6,074		$	4,450
Depreciation		224			277
Provision for loan losses		639			515
Net amortization of premium of securities		281			275
Net amortization of deferred loan costs and purchase premiums		657			760
Amortization of subordinated debt issuance costs		40			40
Stock-based compensation expense		350			354
BOLI income		(219	)		(182	)
Realized gains on securities sales		—			(119	)
Core deposits intangible amortization		10			10
Changes in assets and liabilities:
Increase in accrued interest receivable, prepaid expenses and other assets		(3,014	)		(274	)
Decrease in accrued interest payable, accrued expenses and other liabilities		(230	)		(1,237	)

Net cash provided by operating activities	$	4,812		$	4,869

Cash Flows From Investing Activities
Increase in interest-bearing deposits at other financial institutions	$	(15,595	)	$	(25,562	)
Purchases of securities available-for-sale		(11,815	)		(5,166	)
Proceeds from sales of securities available-for-sale		—			586
Proceeds from redemptions of securities available-for-sale		8,130			6,699
Net (purchase) redemption of restricted stock		(362	)		819
Net increase in loans		(67,687	)		(31,124	)
Proceeds of BOLI, net		—			(4,729	)
Purchases of premises and equipment, net		(389	)		(384	)

Net cash used in investing activities	$	(87,718	)	$	(58,861	)

Cash Flows From Financing Activities
Net increase in noninterest-bearing, interest-bearing checking, savings, and money market deposits	$	126,572		$	17,902
Net (decrease) increase in time deposits		(45,839	)		62,550
Decrease in FHLB advances		—			(22,900	)
Common stock issuance		1,055			150

Net cash provided by financing activities	$	81,788		$	57,702

Net (decrease) increase in cash and cash equivalents	$	(1,118	)	$	3,710
Cash and cash equivalents, beginning of year		7,428			5,174

Cash and cash equivalents, end of year	$	6,310		$	8,884



Supplemental Disclosures of Cash Flow Information
Cash payments for interest	$	5,160		$	3,673



Cash payments for income taxes	$	3,632		$	3,274



Supplemental Disclosures of Noncash Investing Activity
Unrealized (losses) gains on securities available for sale	$	(2,273	)	$	430

See Notes to Consolidated Financial Statements.

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FVCBankcorp, Inc. and Subsidiary

Consolidated Statements of Changes in Stockholders' Equity

For the six months ended June 30, 2018 and 2017

(In thousands)

(Unaudited)

		Common Stock		Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total

Balance at December 31, 2016	8,143	$	82	$	63,145		$	17,884	$	(1,299	)	$	79,812
Net income	—		—		—			4,450		—			4,450
Other comprehensive income	—		—		—			—		282			282
5-for-4 stock split	2,036		20		(20	)		—		—			—
Common stock issuance for options exercised	46		—		150			—		—			150
Stock-based compensation expense	—		—		354			—		—			354

Balance at June 30, 2017	10,225	$	102	$	63,629		$	22,334	$	(1,017	)	$	85,048



Balance at December 31, 2017	10,869	$	109	$	74,008		$	25,859	$	(1,693	)	$	98,283
Net income	—		—		—			6,074		—			6,074
Other comprehensive loss	—		—		—			—		(1,796	)		(1,796	)
Common stock issuance for options exercised	207		2		1,053			—		—			1,055
Stock-based compensation expense	—		—		350			—		—			350

Balance at June 30, 2018	11,076	$	111	$	75,411		$	31,933	$	(3,489	)	$	103,966

See Notes to Consolidated Financial Statements.

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Table of Contents

Notes to Unaudited Consolidated Financial Statements

(In thousands)

Note 1. Organization and Summary of Significant Accounting Policies

Organization

FVCBankcorp, Inc. (the "Company"), a Virginia corporation, was formed in 2015 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company is headquartered in Fairfax, Virginia. The Company conducts its business activities through the branch offices of its wholly owned subsidiary bank, FVCbank (the "Bank"). The Company exists primarily for the purposes of holding the stock of its subsidiary, the Bank.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information and follow general practice within the banking industry. Accordingly, the unaudited consolidated financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements; however, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2017 Annual Report. Certain prior period amounts have been reclassified to conform to current period presentation.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation.

Significant Accounting Policies

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. There have been no changes to these policies during the six months ended June 30, 2018.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged.

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company has six leases and is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for U.S. Securities and Exchange Commission (SEC) filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For public companies that are not SEC filers, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is currently identifying third party vendors to assist in the measurement of expected credit losses under this standard and has identified an implementation committee to assess the impact that ASU 2016-13 will have on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." The amendments in this ASU simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Public business entities that are SEC filers should adopt the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Public business entities that are not SEC filers should adopt the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, "Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities." The

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

amendments in this ASU shorten the amortization period for certain callable debt securities purchased at a premium. Upon adoption of the standard, premiums on these qualifying callable debt securities will be amortized to the earliest call date. Discounts on purchased debt securities will continue to be accreted to maturity. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Upon transition, entities should apply the guidance on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption and provide the disclosures required for a change in accounting principle. The Company is currently assessing the impact that ASU 2017-08 will have on its consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The amendments in this ASU modify the designation and measurement guidance for hedge accounting as well as provide for increased transparency regarding the presentation of economic results on both the financial statements and related footnotes. Certain aspects of hedge effectiveness assessments will also be simplified upon implementation of this update. The amendments are effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact that ASU 2017-12 will have on its consolidated financial statements. The Company does not expect the adoption of ASU 2017-12 to have a material impact on its consolidated financial statements.

In February 2018, the FASB issued ASU 2018-03, "Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments provide targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically, the amendments include clarifications related to: measurement elections, transition requirements, and adjustments associated with equity securities without readily determinable fair values; fair value measurement requirements for forward contracts and purchased options on equity securities; presentation requirements for hybrid financial liabilities for which the fair value option has been elected; and measurement requirements for liabilities denominated in a foreign currency for which the fair value option has been elected. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. Early adoption is permitted. The Company does not expect the adoption of ASU 2018-03 to have a material impact on its consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, "Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." The amendments expand the scope of Topic 718 to include share-based payments issued to non-employees for goods or services, which were previously excluded. The amendments will align the accounting for share-based payments to nonemployees and employees more similarly. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2018-17 to have a material impact on its consolidated financial statements.

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 2. Securities

Amortized cost and fair values of securities held-to-maturity and securities available-for-sale as of June 30, 2018 and December 31, 2017, are as follows:

	June 30, 2018

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Held-to-maturity
Securities of state and local municipalities tax exempt	$	264	$	—	$	(8	)	$	256
Securities of U.S. government and federal agencies		1,497		—		(37	)		1,460

Total Held-to-maturity Securities	$	1,761	$	—	$	(45	)	$	1,716



Available-for-sale
Securities of U.S. government and federal agencies	$	1,000	$	—	$	(59	)	$	941
Securities of state and local municipalities tax exempt		3,686		—		(66	)		3,620
Securities of state and local municipalities taxable		2,495		—		(80	)		2,415
Corporate bonds		5,000		30		(62	)		4,968
Certificates of deposit		490		—		(1	)		489
SBA pass-through securities		222		—		(10	)		212
Mortgage-backed securities		89,562		10		(3,193	)		86,379
Collateralized mortgage obligations		19,045		—		(986	)		18,059

Total Available-for-sale Securities	$	121,500	$	40	$	(4,457	)	$	117,083

	December 31, 2017

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Held-to-maturity
Securities of state and local municipalities tax exempt	$	263	$	3	$	—		$	266
Securities of U.S. government and federal agencies		1,497		—		(1	)		1,496

Total Held-to-maturity Securities	$	1,760	$	3	$	(1	)	$	1,762



Available-for-sale
Securities of U.S. government and federal agencies	$	1,000	$	—	$	(32	)	$	968
Securities of state and local municipalities tax exempt		3,694		23		(1	)		3,716
Securities of state and local municipalities taxable		2,591		3		(41	)		2,553
Corporate bonds		5,000		57		(61	)		4,996
Certificates of deposit		490		—		—			490
SBA pass-through securities		254		—		(8	)		246
Mortgage-backed securities		84,614		—		(1,401	)		83,213
Collateralized mortgage obligations		20,453		—		(683	)		19,770

Total Available-for-sale Securities	$	118,096	$	83	$	(2,227	)	$	115,952

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 2. Securities (Continued)

At June 30, 2018 securities in the amount of $662.2 thousand were pledged with the Federal Reserve Bank and $9.2 million with Treasury Board of Virginia at the Community Bankers' Bank. There were no such securities pledged as of December 31, 2017.

The following table shows fair value and gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2018 and December 31, 2017, respectively. The reference point for determining when securities are in an unrealized loss position is month-end. Therefore, it is possible that a security's market value exceeded its amortized cost on other days during the past twelve-month period. Available-for-sale securities that have been in a continuous unrealized loss position are as follows:

	Less Than 12 Months					12 Months or Longer					Total

At June 30, 2018	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Securities of U.S. government and federal agencies	$	—	$	—		$	941	$	(59	)	$	941	$	(59	)
Securities of state and local municipalities tax exempt		3,620		(66	)		—		—			3,620		(66	)
Securities of state and local municipalities taxable		1,260		(5	)		1,155		(75	)		2,415		(80	)
Corporate bonds		995		(5	)		943		(57	)		1,938		(62	)
Certificates of deposit		489		(1	)		—		—			489		(1	)
SBA pass-through securities		—		—			212		(10	)		212		(10	)
Mortgage-backed securities		36,755		(1,180	)		45,767		(2,013	)		82,522		(3,193	)
Collateralized mortgage obligations		2,399		(67	)		15,660		(919	)		18,059		(986	)

Total	$	45,518	$	(1,324	)	$	64,678	$	(3,133	)	$	110,196	$	(4,457	)

	Less Than 12 Months					12 Months or Longer					Total

At December 31, 2017	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Securities of U.S. government and federal agencies	$	—	$	—		$	968	$	(32	)	$	968	$	(32	)
Securities of state and local municipalities tax exempt		272		(1	)		—		—			272		(1	)
Securities of state and local municipalities taxable		497		(3	)		1,278		(38	)		1,775		(41	)
Corporate bonds		1,492		(7	)		946		(54	)		2,438		(61	)
Certificates of deposit		245		—			—		—			245		—
SBA pass-through securities		—		—			246		(8	)		246		(8	)
Mortgage-backed securities		38,039		(404	)		44,663		(997	)		82,702		(1,401	)
Collateralized mortgage obligations		2,731		(28	)		17,040		(655	)		19,771		(683	)

Total	$	43,276	$	(443	)	$	65,141	$	(1,784	)	$	108,417	$	(2,227	)

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 2. Securities (Continued)

At June 30, 2018, the Company had two held-to-maturity securities in an unrealized loss position of less than twelve months. The fair value of the securities were $1.7 million and the unrealized loss was $44.8 thousand. At December 31, 2017, the Company had one held-to-maturity security in an unrealized loss position of less than twelve months. The fair value was $1.5 million and the unrealized loss was $1.0 thousand.

Securities of U.S. government and federal agencies: The unrealized losses on one available-for-sale and one held-to-maturity securities were caused by interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2018.

Corporate bonds: The unrealized losses on the investments in corporate bonds were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2018. One of these two investments carries an S&P investment grade rating of A–. The remaining investment does not carry a rating.

Certificates of Deposit: The unrealized losses on two certificates of deposit were caused by interest rate increases. Certificates of deposit are cash deposits with a stated maturity at a correspondent bank of the Company. Because the Company does not intend to redeem the certificates prior to maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2018.

SBA pass-through securities: The unrealized losses on the Company's single investment in SBA pass-through securities were caused by interest rate increases. Repayment of the principal on those investments is guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company's investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 2. Securities (Continued)

amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2018.

Mortgage-backed securities: The unrealized losses on the Company's investment in sixty mortgage-backed securities were caused by interest rate increases. The contractual cash flows of those investments are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company's investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2018.

Collateralized mortgage obligations (CMOs): The unrealized loss associated with thirty-one CMOs was caused by interest rate increases. The contractual cash flows of these investments are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company's investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2018.

The amortized cost and fair value of securities as of June 30, 2018, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without penalties.

	June 30, 2018

	Held-to-maturity				Available-for-sale
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year	$	—	$	—	$	245	$	245
After 1 year through 5 years		—		—		3,904		3,834
After 5 years through 10 years		1,761		1,716		25,529		24,776
After 10 years		—		—		91,822		88,228

Total	$	1,761	$	1,716	$	121,500	$	117,083

For the six months ended June 30, 2018 and June 30, 2017, proceeds from maturities, calls and principal repayments of securities were $8.1 million and $6.7 million, respectively. During the six months ended June 30, 2018 and June 30, 2017, proceeds from sales of securities available-for-sale amounted to $0 and $585.8 thousand, gross realized gains were $0 and $119.2 thousand, respectively. There were no realized losses as of June 30, 2018 or June 30, 2017.

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 3. Loans and Allowance for Loan Losses

A summary of loan balances by type follows:

	June 30, 2018		December 31, 2017

Commercial real estate	$	573,426	$	526,657
Commercial and industrial		110,548		98,150
Commercial construction		139,678		123,444
Consumer residential		105,840		108,926
Consumer nonresidential		27,285		32,232

	$	956,777	$	889,409
Less:
Allowance for loan losses		8,298		7,725
Unearned income and (unamortized premiums), net		1,136		732

Loans, net	$	947,343	$	880,952

An analysis of the allowance for loan losses for the three and six months ended June 30, 2018 and 2017, and for the year ended December 31, 2017, follows:

Allowance for Loan Losses
For the three months ended June 30, 2018

	Commercial Real Estate		Commercial and Industrial			Commercial Construction		Consumer Residential			Consumer Nonresidential			Unallocated			Total

Allowance for credit losses:
Beginning Balance	$	5,140	$	821		$	1,249	$	630		$	230		$	32		$	8,102
Charge-offs		—		(86	)		—		—			(11	)		—			(97	)
Recoveries		—		12			—		—			—			—			12
Provision		135		122			57		(26	)		(11	)		(4	)		281

Ending Balance	$	5,275	$	869		$	1,306	$	604		$	208		$	36		$	8,298

Allowance for Loan Losses
For the six months ended June 30, 2018

	Commercial Real Estate		Commercial and Industrial			Commercial Construction		Consumer Residential			Consumer Nonresidential			Unallocated			Total

Allowance for credit losses:
Beginning Balance	$	4,832	$	768		$	1,191	$	626		$	268		$	40		$	7,725
Charge-offs		—		(86	)		—		—			(11	)		—			(97	)
Recoveries		—		31			—		—			—			—			31
Provision		443		156			115		(22	)		(49	)		(4	)		639

Ending Balance	$	5,275	$	869		$	1,306	$	604		$	208		$	36		$	8,298

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 3. Loans and Allowance for Loan Losses (Continued)

Allowance for Loan Losses
For the three months ended June 30, 2017

	Commercial Real Estate		Commercial and Industrial			Commercial Construction		Consumer Residential		Consumer Nonresidential			Unallocated			Total

Allowance for credit losses:
Beginning Balance	$	4,224	$	765		$	829	$	565	$	116		$	278		$	6,777
Charge-offs		—		—			—		—		—			—			—
Recoveries		—		70			—		—		—			—			70
Provision		359		(18	)		78		6		(10	)		(250	)		165

Ending Balance	$	4,583	$	817		$	907	$	571	$	106		$	28		$	7,012

Allowance for Loan Losses
For the six months ended June 30, 2017

	Commercial Real Estate		Commercial and Industrial			Commercial Construction		Consumer Residential		Consumer Nonresidential			Unallocated			Total

Allowance for credit losses:
Beginning Balance	$	4,266	$	1,032		$	375	$	500	$	121		$	158		$	6,452
Charge-offs		—		(44	)		—		—		—			—			(44	)
Recoveries		—		89			—		—		—			—			89
Provision		317		(260	)		532		71		(15	)		(130	)		515

Ending Balance	$	4,583	$	817		$	907	$	571	$	106		$	28		$	7,012

Allowance for Loan Losses
At December 31, 2017

	Commercial Real Estate		Commercial and Industrial			Commercial Construction		Consumer Residential		Consumer Nonresidential			Unallocated			Total

Allowance for credit losses:
Beginning Balance	$	4,266	$	1,032		$	375	$	500	$	121		$	158		$	6,452
Charge-offs		—		(44	)		—		—		(33	)		—			(77	)
Recoveries		—		117			—		—		33			—			150
Provision		566		(337	)		816		126		147			(118	)		1,200

Beginning Balance	$	4,832	$	768		$	1,191	$	626	$	268		$	40		$	7,725

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 3. Loans and Allowance for Loan Losses (Continued)

The following tables present the recorded investment in loans and impairment at June 30, 2018 and December 31, 2017, by portfolio segment:

Allowance for Loan Losses
At June 30, 2018

	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Unallocated		Total

Allowance for credit losses:
Ending Balance:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		5,275		869		1,306		604		244		—		8,298

	$	5,275	$	869	$	1,306	$	604	$	244	$	—	$	8,298

Loans Receivable
At June 30, 2018

	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Unallocated		Total

Financing receivables:
Ending Balance
Individually evaluated for impairment	$	1,897	$	294	$	—	$	587	$	—	$	—	$	2,778
Collectively evaluated for impairment		571,529		110,254		139,678		105,253		27,285		—		953,999

	$	573,426	$	110,548	$	139,678	$	105,840	$	27,285	$	—	$	956,777

Allowance for Loan Losses
At December 31, 2017

	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Unallocated		Total

Allowance for credit losses:
Ending Balance:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		4,832		768		1,191		626		268		40		7,725

	$	4,832	$	768	$	1,191	$	626	$	268	$	40	$	7,725

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 3. Loans and Allowance for Loan Losses (Continued)

Loans Receivable
At December 31, 2017

	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Unallocated		Total

Financing receivables:
Ending Balance
Individually evaluated for impairment	$	1,882	$	2,846	$	—	$	587	$	5	$	—	$	5,320
Collectively evaluated for impairment		524,775		95,304		123,444		108,339		32,227		—		884,089

	$	526,657	$	98,150	$	123,444	$	108,926	$	32,232	$	—	$	889,409

Impaired loans by class at June 30, 2018 and December 31, 2017, are summarized as follows:

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized

June 30, 2018
With an allowance recorded:
Commercial real estate	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		—		—		—		—		—
Commercial construction		—		—		—		—		—
Consumer residential		—		—		—		—		—
Consumer nonresidential		—		—		—		—		—

	$	—	$	—	$	—	$	—	$	—



June 30, 2018
With no related allowance:
Commercial real estate	$	1,897	$	1,904	$	—	$	1,885	$	54
Commercial and industrial		294		309		—		348		11
Commercial construction		—		—		—		—		—
Consumer residential		587		587		—		587		13
Consumer nonresidential		—		—		—		—		—

	$	2,778	$	2,800	$	—	$	2,820	$	78

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 3. Loans and Allowance for Loan Losses (Continued)

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized

December 31, 2017
With an allowance recorded:
Commercial real estate	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		—		—		—		—		—
Commercial construction		—		—		—		—		—
Consumer residential		—		—		—		—		—
Consumer nonresidential		—		—		—		—		—

	$	—	$	—	$	—	$	—	$	—



December 31, 2017
With no related allowance:
Commercial real estate	$	1,882	$	1,882	$	—	$	1,894	$	108
Commercial and industrial		2,846		2,860		—		2,516		150
Commercial construction		—		—		—		—		—
Consumer residential		587		587		—		587		24
Consumer nonresidential		5		5		—		8		1

	$	5,320	$	5,334	$	—	$	5,005	$	283

No additional funds are committed to be advanced in connection with the impaired loans. There were no nonaccrual loans excluded from the impaired loan disclosure.

Pass —Loans listed as pass include larger non-homogeneous loans not meeting the risk rating definitions below and smaller, homogeneous loans not assessed on an individual basis.

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 3. Loans and Allowance for Loan Losses (Continued)

Based on the most recent analysis performed, the risk category of loans by class of loans was as follows as of June 30, 2018 and December 31, 2017:

As of June 30, 2018

	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Total

Grade:
Pass	$	572,560	$	110,182	$	139,678	$	104,337	$	27,266	$	954,023
Special mention		681		366		—		916		19		1,982
Substandard		185		—		—		587		—		772
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—

Total	$	573,426	$	110,548	$	139,678	$	105,840	$	27,285	$	956,777

As of December 31, 2017

	Commercial Real Estate		Commercial and Industrial		Commercial Construction		Consumer Residential		Consumer Nonresidential		Total

Grade:
Pass	$	525,808	$	95,131	$	123,444	$	106,700	$	32,208	$	883,291
Special mention		695		543		—		1,639		24		2,901
Substandard		154		2,476		—		587		—		3,217
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—

Total	$	526,657	$	98,150	$	123,444	$	108,926	$	32,232	$	889,409

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 3. Loans and Allowance for Loan Losses (Continued)

Past due and nonaccrual loans presented by loan class were as follows at June 30, 2018 and December 31, 2017:

As of June 30, 2018

	30 - 59 days past due		60 - 89 days past due		90 days or more past due		Total past due		Current		Total loans		90 days past due and still accruing		Nonaccruals

Commercial real estate	$	1,771	$	205	$	—	$	1,976	$	571,450	$	573,426	$	—	$	186
Commercial and industrial		—		815		165		980		109,568		110,548		165		—
Commercial construction		—		—		—		—		139,678		139,678		—		—
Consumer residential		287		—		587		874		104,966		105,840		—		587
Consumer nonresidential		—		84		—		84		27,201		27,285		—		—

Total	$	2,058	$	1,104	$	752	$	3,914	$	952,863	$	956,777	$	165	$	773

As of December 31, 2017

	30 - 59 days past due		60 - 89 days past due		90 days or more past due		Total past due		Current		Total loans		90 days past due and still accruing		Nonaccruals

Commercial real estate	$	—	$	—	$	154	$	154	$	526,503	$	526,657	$	—	$	154
Commercial and industrial		—		—		48		48		98,102		98,150		48		—
Commercial construction		—		911		—		911		122,533		123,444		—		—
Consumer residential		275		—		587		862		108,064		108,926		—		587
Consumer nonresidential		—		—		—		—		32,232		32,232		—		—

Total	$	275	$	911	$	789	$	1,975	$	887,434	$	889,409	$	48	$	741

There were overdrafts of $45.2 thousand and $162.2 thousand at June 30, 2018 and December 31, 2017, which have been reclassified from deposits to loans. At June 30, 2018 and December 31, 2017 loans with a carrying value of $132.7 million and $128.7 million were pledged to the Federal Home Loan Bank of Atlanta.

There were no defaults of troubled debt restructurings (TDR's) where the default occurred within twelve months of the restructuring during the six months ended June 30, 2018.

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Table of Contents

Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 3. Loans and Allowance for Loan Losses (Continued)

There were no TDR's originated in the six months ended June 30, 2018. The following table presents the TDR's originated during the six months ended June 30, 2017:

For the six months ended June 30, 2017

Troubled Debt Restructurings		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Commercial real estate	—	$	—	$	—
Commercial and industrial	1		204		206
Commercial construction	—		—		—
Consumer residential	—		—		—
Consumer nonresidential	1		9		10
Consumer construction	—		—		—

Total	2	$	213	$	216

As of June 30, 2018, and December 31, 2017, the Company has a recorded investment in troubled debt restructurings of $1.6 million and $1.7 million, respectively.

The concessions made in troubled debt restructurings were extensions of the maturity dates or reductions in the stated interest rate for the remaining life of the debt.

Note 4. Derivative Financial Instruments

In March 2018, the Company entered into Interest Rate Swap Agreements ("Swap Agreements") for one position to facilitate the risk management strategies needed in order to accommodate the needs of our banking customers. The Company mitigates the risk of entering into these loan agreements by entering into equal and offsetting swap agreements with highly-rated third party financial institutions. This back-to-back swap agreement is a free-standing derivative and is recorded at fair value in the Company's consolidated balance sheet (asset positions are included in other assets and liability positions are included in other liabilities) as of June 30, 2018. The Company is party to master netting arrangements with its financial institution counterparty; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Parties to a centrally cleared over-the-counter derivative exchange daily payments that reflect the daily change in value of the derivative. These payments, commonly referred to as variation margin, are recorded as settlements of the derivatives' mark-to-market exposure rather than collateral against the exposures, which effectively results in any centrally cleared derivative having a Level 2 fair value that approximates zero on a daily basis, and therefore, these swap agreements were not included in the offsetting table in the Fair Value Measurement section. There were no such agreements outstanding as of December 31, 2017.

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 4. Derivative Financial Instruments (Continued)

The notional amount and fair value of the Company's derivative financial instruments as of June 30, 2018 were as follows:

	June 30, 2018

	Notional Amount		Fair Value
Interest Rate Swap Agreements
Receive Fixed/Pay Variable Swaps	$	3,724	$	(31	)
Pay Fixed/Receive Variable Swaps		3,724		31

Note 5. Financial Instruments with Off-Balance Sheet Risk

At June 30, 2018 and December 31, 2017, the following financial instruments were outstanding which contract amounts represent credit risk:

	June 30, 2018		December 31, 2017

Commitments to grant loans	$	48,748	$	23,078
Unused commitments to fund loans and lines of credit		200,729		170,802
Commercial and standby letters of credit		8,867		9,725

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management's credit evaluation of the customer.

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 5. Financial Instruments with Off-Balance Sheet Risk (Continued)

same as that involved in extending loan facilities to customers. The Company generally holds collateral supporting those commitments, if deemed necessary.

The Company maintains its cash accounts with the Federal Reserve and correspondent banks. The total amount of cash on deposit in correspondent banks exceeding the federally insured limits was $1.9 million and $607.7 thousand at June 30, 2018 and December 31, 2017, respectively.

Note 6. Stock-Based Compensation Plan

The Company's Amended and Restated 2008 Option Plan (the Plan), which is shareholder-approved, was adopted to advance the interests of the Company by providing selected key employees of the Company, their affiliates, and directors with the opportunity to acquire shares of common stock. The Plan granted options to purchase 5,858 shares of common stock to each of the 21 organizing shareholders of the Company, who had funds at risk during the Company's organizational period and assumed the financial risk that the Company would not open. These shares immediately vested upon grant. In June 2018, the shareholders approved an amendment to the Amended and Restated 2008 Plan to increase the number of shares authorized for issuance under the Plan by 200,000 shares.

The maximum number of shares with respect to which awards may be made is 2,529,296 shares of common stock, subject to adjustment for certain corporate events. Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant, generally vest annually over three years of continuous service and have ten year contractual terms. At June 30, 2018, 246,470 shares were available to grant under the Plan.

No options were granted during the six months ended June 30, 2018 and June 30, 2017.

A summary of option activity under the Plan as of June 30, 2018, and changes during the six months ended is presented below:

Options			Weighted- Average Exercise Price			Aggregate Intrinsic Value(1)

Outstanding at January 1, 2018	2,218,210		$	7.74	5.51
Granted	—			—
Exercised	(214,925	)		5.52
Forfeited or expired	(11,922	)		7.40

Outstanding at June 30, 2018	1,991,363		$	7.99	5.47	$	18,345,893



Exercisable at June 30, 2018	1,729,092		$	7.61	5.17	$	16,584,097

(1): The aggregate intrinsic value of stock options represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options on June 30, 2018. This amount changes based on changes in the market value of the Company's stock.

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 6. Stock-Based Compensation Plan (Continued)

The compensation cost that has been charged to income for the plan was $349.9 thousand and $354.0 thousand for the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018, there was unamortized compensation expense of $512.8 thousand that will be amortized over 23 months. Tax benefits recognized for qualified stock options during the six months ended June 30, 2018 and 2017 totaled $283.2 thousand and $161.7 thousand.

Stock option information has been retroactively adjusted for the five-for-four stock split declared in August 2017.

A summary of the Company's restricted stock grant activity as of June 30, 2018 is shown below. Prior to January 1, 2017, the Company had no restricted stock grants outstanding.

			Weighted Average Grant Date Fair Value

Nonvested at January 1, 2018	66,155		$	17.50
Granted	—			—
Vested	—			—
Forfeited	(680	)		17.55

Balance at June 30, 2018	65,475		$	17.50

As of June 30, 2018, there was $975,000 of total unrecognized compensation cost related to nonvested restricted shares granted under the Plan. The cost is expected to be recognized over a weighted-average period of 42 months.

Note 7. Fair Value Measurements

Determination of Fair Value

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 7. Fair Value Measurements (Continued)

reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy


Level 1	—	Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2	—	Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

Level 3	—	Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

Securities available-for-sale : Securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that considers observable market data (Level 2).

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 7. Fair Value Measurements (Continued)

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017:

			Fair Value Measurements at June 30, 2018 Using

			Quoted Prices in Active Markets for Identical Assets
					Significant Other Observable Inputs
							Significant Unobservable Inputs
	Balance as of June 30, 2018						Significant Unobservable Inputs
Description	Balance as of June 30, 2018		(Level 1)		(Level 2)		(Level 3)
Assets
Available-for-sale
Securities of U.S. government and federal agencies	$	941	$	—	$	941	$	—
Securities of state and local municipalities tax exempt		3,620		—		3,620		—
Securities of state and local municipalities taxable		2,415		—		2,415		—
Corporate bonds		4,968		—		4,968		—
Certificates of deposit		489		—		489		—
SBA pass-through securities		212		—		212		—
Mortgage-backed securities		86,379		—		86,379		—
Collateralized mortgage obligations		18,059		—		18,059		—

Total Available-for-Sale Securities	$	117,083	$	—	$	117,083	$	—

			Fair Value Measurements at December 31, 2017 Using

			Quoted Prices in Active Markets for Identical Assets
					Significant Other Observable Inputs
							Significant Unobservable Inputs
	Balance as of December 31, 2017						Significant Unobservable Inputs
Description	Balance as of December 31, 2017		(Level 1)		(Level 2)		(Level 3)
Assets
Available-for-sale
Securities of U.S. government and federal agencies	$	968	$	—	$	968	$	—
Securities of state and local municipalities tax exempt		3,716		—		3,716		—
Securities of state and local municipalities taxable		2,553		—		2,553		—
Corporate bonds		4,996		—		4,996		—
Certificates of deposit		490		—		490		—
SBA pass-through securities		246		—		246		—
Mortgage-backed securities		83,213		—		83,213		—
Collateralized mortgage obligations		19,770		—		19,770		—

Total Available-for-Sale Securities	$	115,952	$	—	$	115,952	$	—

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 7. Fair Value Measurements (Continued)

The following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements:

Impaired Loans : Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction, has the value derived by discounting comparable sales due to lack of similar properties, or is discounted by the Company due to marketability, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business's financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Statements of Income. No loans were recorded at fair value at June 30, 2018 or December 31, 2017.

Other Real Estate Owned : Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach with data from comparable properties. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available, which results in a Level 3 classification of the inputs for determining fair value. Other real estate owned properties are evaluated regularly for impairment and adjusted accordingly.

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 7. Fair Value Measurements (Continued)

The following table summarizes the Company's assets that were measured at fair value on a nonrecurring basis at June 30, 2018 and December 31, 2017:

			Fair Value Measurements Using

			Quoted Prices in Active Markets for Identical Assets
					Significant Other Observable Inputs
	Balance as of June 30, 2018 and December 31, 2017				Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Balance as of June 30, 2018 and December 31, 2017		(Level 1)		(Level 2)		(Level 3)
Assets
Other Real Estate Owned	$	3,866	$	—	$	—	$	3,866

The following table displays quantitative information about Level 3 Fair Value Measurements for June 30, 2018 and December 31, 2017:

Quantitative information about Level 3 Fair Value Measurements

Assets	Fair Value		Valuation Technique(s)	Unobservable input	Range
Other real estate owned	$	3,866	Discounted appraised value	Selling costs		10.51	%

The following presents the carrying amount, fair value and placement in the fair value hierarchy of the Company's financial instruments as of June 30, 2018 and December 31, 2017. Fair values for June 30, 2018 are estimated under the exit price notion in accordance with the prospective adoption of ASU 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities." Fair values for December 31, 2017 are estimated under the guidance in effect for that period, which did not require use of the exit price notion.

			Fair Value Measurements as of June 30, 2018, using

			Quoted Prices in Active Markets for Identical Assets
					Significant Unobservable Inputs		Significant Unobservable Inputs
	Carrying Amount				Significant Unobservable Inputs		Significant Unobservable Inputs
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	6,309	$	6,309	$	—	$	—
Interest-bearing deposits at other institutions		30,734		30,734		—		—
Securities held-to-maturity		1,761		—		1,716		—
Securities available-for-sale		117,083		—		117,083		—
Restricted stock		3,800		—		3,800		—
Loans, net		947,343		—		—		939,774
Bank owned life insurance		16,187		—		16,187		—
Accrued interest receivable		3,234		—		3,234		—
Financial liabilities:
Checking, savings and money market accounts	$	681,119	$	—	$	681,119	$	—
Time deposits		327,777		—		327,626		—
Subordinated notes		24,367		—		23,203		—
Accrued interest payable		549		—		549		—

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 7. Fair Value Measurements (Continued)

			Fair Value Measurements as of December 31, 2017, using

			Quoted Prices in Active Markets for Identical Assets
					Significant Unobservable Inputs		Significant Unobservable Inputs
	Carrying Amount				Significant Unobservable Inputs		Significant Unobservable Inputs
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	7,428	$	7,428	$	—	$	—
Interest-bearing deposits at other institutions		15,139		15,139		—		—
Securities held-to-maturity		1,760		—		1,762
Securities available-for-sale		115,952		—		115,952		—
Restricted stock		3,438		—		3,438		—
Loans, net		880,952		—		—		876,569
Bank owned life insurance		15,969		—		15,969		—
Accrued interest receivable		2,964		—		2,964		—
Financial liabilities:
Checking, savings and money market accounts	$	554,547	$	—	$	554,547	$	—
Time deposits		373,616		—		371,782		—
Subordinated notes		24,327		—		23,462		—
Accrued interest payable		417		—		417		—

Note 8. Earnings Per Share

Earnings per share has been retroactively adjusted for the five-for-four stock split declared in August 2017.

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 8. Earnings Per Share (Continued)

and 349,027 shares excluded from the calculation for June 30, 2018 and 2017, respectively, as they were anti-dilutive.

	Three Months Ended June 30,				Six Months Ended June 30,

	2018		2017		2018		2017
Net income	$	3,077	$	2,120	$	6,074	$	4,450
Weighted average number of shares		11,024		10,205		10,979		10,193
Options effect of dilutive securities		1,039		665		1,079		613

Weighted average diluted shares		12,063		10,870		12,058		10,806



Basic EPS	$	0.28	$	0.21	$	0.55	$	0.44
Diluted EPS	$	0.26	$	0.20	$	0.50	$	0.41

Note 9. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (AOCI) for the three and six months ended June 30, 2018 and 2017 are shown in the following table. The Company has only one component, which is available-for-sale securities, for the periods presented.

	Three Months Ended June 30,						Six Months Ended June 30,

Available-for-Sale Securities	2018			2017			2018			2017
Balance, beginning of period	$	(3,092	)	$	(1,235	)	$	(1,693	)	$	(1,299	)
Net unrealized gains (losses) during the period		(397	)		233			(1,796	)		360
Net reclassification adjustment for gains realized in income		—			(15	)		—			(78	)

Other comprehensive income (loss), net of tax		(397	)		218			(1,796	)		282

Balance, end of period	$	(3,489	)	$	(1,017	)	$	(3,489	)	$	(1,017	)

The following table presents information related to reclassifications from accumulated other comprehensive income.

	Amount Reclassified from AOCI into Income

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
Details about AOCI	2018		2017			2018		2017
Gains on sale of available-for-sale securities	$	—	$	23		$	—	$	119
Income tax expense		—		(8	)		—		(41	)

Total	$	—	$	15		$	—	$	78

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 10. Federal Home Loan Bank (FHLB) Advances and Other Borrowings

As of June 30, 2018 and December 31, 2017, there were no outstanding FHLB advances or other borrowings.

At June 30, 2018, 1-4 family residential loans with a book value of $2.9 million, multi-family residential loans with a book value of $11.6 million, home equity lines of credit with a book value of $15.9 million and commercial real estate loans with book value of $102.4 million were pledged against an available line of credit with the Federal Home Loan Bank totaling $189.4 million as of June 30, 2018. The Bank obtained a letter of credit with the FHLB in the amount of $80 million for the purpose of collateral against Virginia public deposits. The remaining lendable collateral value at June 30, 2018 totaled $52.7 million.

The Company has unsecured lines of credit with correspondent banks totaling $49 million at June 30, 2018 and $44 million at December 31, 2017, available for overnight borrowing. At June 30, 2018 and December 31, 2017 no lines of credit with correspondent banks were drawn upon.

Note 11. Subordinated Notes

On June 20, 2016, the Company issued $25 million in private placement of fixed-to-floating subordinated notes due June 30, 2026. Interest is payable at 6.00% per annum, from and including June 20, 2016 to, but excluding June 30, 2021, payable semi-annually in arrears. From and including June 30, 2021 to the maturity date or early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR rate plus 487 basis points, payable quarterly in arrears.

The subordinated notes qualify as Tier 2 capital for the Company to the fullest extent permitted under the BASEL III capital rules. When contributed to the capital of the Bank, the proceeds of the subordinated notes may be included in Tier 1 capital for the Bank. At June 30, 2018 and December 31, 2017, $21 million of the proceeds of the Company's subordinated notes have been included in the Bank's Tier 1 capital.

Note 12. Revenue Recognition

On January 1, 2018, the Company adopted ASU No. 2014-09 "Revenue from Contracts with Customers" (Topic 606) and all subsequent ASUs that modified Topic 606. The implementation of the new standard did not have a material impact on the measurement or recognition of revenue; as such, a cumulative effect adjustment to opening retained earnings was not deemed necessary. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 12. Revenue Recognition (Continued)

mortgage servicing rights, gain on sale of securities, BOLI income, financial guarantees, derivatives, and certain credit card fees are also not in scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as trust and asset management income, deposit related fees, interchange fees, merchant income, and insurance commissions. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company's revenue is generated from contracts with customers. Noninterest revenue streams in-scope of Topic 606 are discussed below.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and personal checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company's performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers' accounts.

Other Fee Income

Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company's debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, cashier's checks, and other services. The Company's performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Other

Other noninterest income consists of insurance commissions and other miscellaneous revenue streams not meeting the criteria above. The Company receives monthly recurring commissions based as a percentage of premiums issued and revenue is recognized when received. Any residual miscellaneous fees are recognized as they occur, and therefore, the Company determined this consistent practice satisfies the obligation for performance.

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Notes to Unaudited Consolidated Financial Statements (Continued)

(In thousands)

Note 12. Revenue Recognition (Continued)

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and six months ended June 30, 2018 and 2017:

	Three Months Ended June 30,				Six Months Ended June 30,

	2018		2017		2018		2017
Noninterest Income
In-scope of Topic 606
Service Charges on Deposit Accounts	$	152	$	140	$	293	$	256
Fees, Exchange, and Other Service Charges		71		47		118		91
Other		19		26		28		33

Noninterest Income (in-scope of Topic 606)		242		213		439		380
Noninterest Income (out-scope of Topic 606)		121		145		309		771

Total Noninterest Income	$	363	$	358	$	748	$	1,151

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity's obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company's noninterest revenue streams are largely based on transactional activity. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of June 30, 2018, the Company did not have any significant contract balances.

Contract Acquisition Costs

In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.

Note 13. Subsequent Events

Based on the evaluation through August 15, 2018, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment to or disclosure in the audited consolidated financial statements.

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The Board of Directors and Stockholders
Colombo Bank
Rockville, Maryland

Report of Independent Auditors

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of Colombo Bank and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Bank's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Colombo Bank and Subsidiary as of December 31, 2017 and

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2016, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Baltimore, Maryland
March 28, 2018

8100 Sandpiper Circle, Suite 308, Baltimore, Maryland 21236
443-725-5395 Fax 443-725-5074
Website: www.Rowles.com

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Colombo Bank and Subsidiary

Consolidated Balance Sheets

December 31,	2017			2016

Assets
Cash and due from banks	$	947,983		$	1,037,307
Interest-bearing deposits in other financial institutions		20,681,122			18,707,138
Federal funds sold and Federal Home Loan Bank deposit		268,938			202,523

Total cash and cash equivalents		21,898,043			19,946,968
Investment securities available for sale		14,824,665			16,855,645
Federal Home Loan Bank stock, at cost		1,756,000			1,757,500
Loans, net of allowance for loan losses of $2,691,973 and $2,947,262		154,533,880			159,423,298
Premises and equipment, net		601,862			751,600
Accrued interest receivable		568,600			554,442
Foreclosed real estate		—			94,190
Deferred income taxes		1,142,920			1,172,586
Other assets		392,092			326,661

	$	195,718,062		$	200,882,890



Liabilities and Stockholders' Equity
Deposits
Noninterest-bearing	$	15,428,407		$	14,836,592
Interest-bearing		123,615,880			130,258,085

Total deposits		139,044,287			145,094,677
Securities sold under repurchase agreements		—			74,328
Federal Home Loan Bank advances		35,000,000			35,000,000
Accrued interest payable		96,995			73,580
Accrued expenses and other liabilities		405,523			508,534

		174,546,805			180,751,119

Stockholders' equity
Common stock, $.01 par value; 379,172,908 shares authorized, 344,248,084 shares issued and outstanding at December 31, 2017 and 2016		3,442,481			3,442,481
Additional paid-in capital		28,590,695			28,590,695
Accumulated deficit		(10,693,914	)		(11,757,975	)
Accumulated other comprehensive loss		(168,005	)		(143,430	)

Total stockholders' equity		21,171,257			20,131,771

	$	195,718,062		$	200,882,890

The accompanying notes are an integral part of these consolidated financial statements.

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Colombo Bank and Subsidiary

Consolidated Statements of Income

Years Ended December 31,	2017			2016

Interest and dividend revenue
Loans, including fees	$	8,380,701		$	7,996,533
U.S. Government agency securities		97,039			159,141
Mortgage-backed securities and collateralized mortgage obligations		257,713			241,408
Interest-bearing deposits in other financial institutions		255,193			116,195
Dividends and other		87,738			84,035

Total interest and dividend revenue		9,078,384			8,597,312

Interest expense
Deposits		1,064,994			942,809
Federal Home Loan Bank advances and other borrowings		1,015,890			1,024,729

Total interest expense		2,080,884			1,967,538

Net interest income		6,997,500			6,629,774
Provision for loan losses		(1,000,000	)		(330,000	)

Net interest income after provision for loan losses		7,997,500			6,959,774

Noninterest revenue
Service charges on deposit accounts		170,385			168,092
Gain on sale of investment securities		—			64,782
Gain (loss) on sale of foreclosed real estate		(217	)		6,924
Other		262,112			174,650

Total noninterest revenue		432,280			414,448

Noninterest expense
Salaries		3,390,714			3,440,910
Employee benefits		595,645			675,026
Occupancy		740,144			823,120
Furniture and equipment		480,014			441,744
Federal Home Loan Bank prepayment penalty		576,892			—
Other operating		1,582,310			1,769,167

Total noninterest expense		7,365,719			7,149,967

Income before income taxes		1,064,061			224,255
Income tax expense		27,658			—

Net income	$	1,036,403		$	224,255



Earnings per common share
Basic and diluted	$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

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Colombo Bank and Subsidiary

Consolidated Statements of Comprehensive Income

Years Ended December 31,	2017		2016

Net income	$	1,036,403	$	224,255

Other comprehensive income (loss)
Unrealized gain (loss) on investment securities available for sale		5,091		(35,325	)
Reclassification adjustment for realized gain on investment securities
available for sale included in net loss		—		(64,782	)

Total unrealized gain (loss) on investment securities available for sale		5,091		(100,107	)
Income tax expense (benefit) relating to investment securities
available for sale		2,008		(39,493	)

Other comprehensive income (loss)		3,083		(60,614	)

Total comprehensive income	$	1,039,486	$	163,641

The accompanying notes are an integral part of these consolidated financial statements.

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Colombo Bank and Subsidiary

Consolidated Statements of Changes in Stockholders' Equity

	Common Stock

	Common Stock									Accumulated other comprehensive income
	Shares		Par value		Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive income			Total stockholders' equity
Balance, December 31, 2015		344,248,084	$	3,442,481	$	28,590,695	$	(11,982,230	)	$	(82,816	)	$	19,968,130
Unrealized loss on investment securities available for sale, net of income tax of $39,493		—		—		—		—			(60,614	)		(60,614	)
Net income		—		—		—		224,255			—			224,255

Balance, December 31, 2016		344,248,084		3,442,481		28,590,695		(11,757,975	)		(143,430	)		20,131,771
Unrealized gain on investment securities available for sale, net of income tax of $2,008		—		—		—		—			3,083			3,083
Reclassification due to the adoption of ASU No. 2018.02		—		—		—		27,658			(27,658	)		—
Net income		—		—		—		1,036,403			—			1,036,403

Balance, December 31, 2017		344,248,084	$	3,442,481	$	28,590,695	$	(10,693,914	)	$	(168,005	)	$	21,171,257

The accompanying notes are an integral part of these consolidated financial statements.

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Colombo Bank and Subsidiary

Consolidated Statements of Cash Flows

Years Ended December 31,	2017			2016

Cash flows from operating activities
Net income	$	1,036,403		$	224,255
Adjustments to reconcile net income to net cash provided (used) by
operating activities
Provision for loan losses		(1,000,000	)		(330,000	)
Amortization of premiums and accretion of discounts, net		60,885			75,052
Depreciation and amortization		184,328			184,112
Write-down of foreclosed real estate		—			27,070
(Gain) loss on sale of foreclosed real estate		217			(6,924	)
Gain on sale of investment securities		—			(64,782	)
Federal Home Loan Bank prepayment penalty		576,892			—
Adjustment to deferred tax asset due to change in corporate income tax rate		27,658			—
Decrease (increase) in
Accrued interest receivable		(14,158	)		61,234
Other assets		(65,431	)		(16,648	)
Increase (decrease) in
Deferred loan fees, net of costs		(70,310	)		(57,930	)
Accrued interest payable		23,415			14,436
Accrued expenses and other liabilities		(103,011	)		76,524

		656,888			186,399

Cash flows from investing activities
Purchase of investment securities available for sale		(1,948,148	)		(8,367,792	)
Proceeds from maturity and call of investment securities available for sale		3,923,334			9,894,120
Proceeds from sale of investment securities available for sale		—			1,970,300
(Purchase) redemption of Federal Home Loan Bank stock		1,500			(1,600	)
Loan principal collected, net of originations		5,959,728			2,376,842
Proceeds from sale of foreclosed real estate		93,973			353,549
Purchase of premises and equipment		(34,590	)		(73,187	)

		7,995,797			6,152,232

Cash flows from financing activities
Net increase (decrease) in
Time deposits		(15,546,162	)		(38,979	)
Other deposits		9,495,772			(2,004,620	)
Securities sold under repurchase agreements		(74,328	)		51,550
Federal Home Loan Bank prepayment penalty		(576,892	)		—

		(6,701,610	)		(1,992,049	)

Net increase in cash and cash equivalents		1,951,075			4,346,582
Cash and cash equivalents at beginning of year		19,946,968			15,600,086

Cash and cash equivalents at end of year	$	21,898,043		$	19,946,668



Supplemental cash flow information
Income taxes paid	$	—		$	—



Interest paid	$	2,057,469		$	1,952,802

The accompanying notes are an integral part of these consolidated financial statements.

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

The accounting and reporting policies reflected in the financial statements conform to accounting principles generally accepted in the United States of America, and to general practices within the banking industry. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of commitments and contingent liabilities at the date of the financial statements and revenue and expenses during the year. Actual results could differ from those estimates. A material estimate that is susceptible to significant change in the near term is the allowance for loan losses.

Principles of consolidation

The accompanying consolidated financial statements include the activities of Colombo Bank (the Bank) and its subsidiary, Gude Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

Nature of operations

The Bank provides a variety of financial services to individuals and small businesses located in the Baltimore and Washington metropolitan areas. Its primary deposit products are checking, savings, and certificate accounts, and its primary lending products are residential and commercial mortgage loans, as well as consumer and commercial loans. The Bank has 100% ownership of its subsidiary, Gude Holdings, LLC. Gude Holdings, LLC was formed in 2014 to hold and sell real estate resulting from foreclosures and other legal transfer methods, arising from loans made by the Bank and its predecessors.

Cash and cash equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, deposits in the Federal Home Loan Bank and federal funds sold. Generally, federal funds are sold for one-day periods.

Investment securities

Securities held to meet liquidity needs or which may be sold are classified as available for sale and carried at fair value with unrealized gains and losses included in stockholders' equity on an after-tax basis. Management classified all securities as available for sale. Gains or losses on sales are determined by the specific-identification method. Premiums and discounts are amortized or accreted over the stated term of the securities using the interest method.

Federal Home Loan Bank stock

The Bank is required to invest in Federal Home Loan Bank (FHLB) of Atlanta common stock under the terms of its federal charter. The stock is carried at cost, which approximates fair value. Additional stock is purchased and redeemed based on outstanding FHLB advances to the Bank.

Loans

Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or payoff, generally are reported at their outstanding unpaid principal balances adjusted for

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

The accrual of interest on loans is discontinued at the time the loan is 90 days past due (120 days for residential consumer mortgages) unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. Loans that remain outstanding after maturity are classified as past due.

All interest accrued but not collected for loans that are placed on nonaccrual status is reversed against interest revenue. Interest payments received on loans that are in nonaccrual status because they are past maturity, but are not adversely classified, are recorded as interest revenue. Interest payments on other nonaccrual loans are recorded as a reduction of principal. Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for loan losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific and general components. The specific component relates to loans that are classified as impaired. An allowance is established when the collateral value or discounted cash flows of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical loss experience adjusted for qualitative factors. There may be an unallocated component of the allowance, which reflects the margin of imprecision inherent in the underlying assumptions used in the methods for estimating specific and general losses in the portfolio. Actual loan performance may differ from those estimates.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Premises and equipment

Premises and equipment are stated at cost, less accumulated depreciation and amortization computed on the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance, repairs, and minor replacements are charged to noninterest expenses as incurred.

Foreclosed real estate

Real estate acquired through foreclosure is recorded at the lower of cost or fair value, less costs to sell, on the date acquired. Losses incurred at the time of acquisition of the property are charged to the allowance for loan losses. Subsequent reductions in the estimated value of the property are included in noninterest expenses.

Income taxes

The provision for income taxes includes taxes payable for the current year and deferred income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized only to the extent that it is more likely than not that such amounts will be realized based on consideration of available evidence.

Comprehensive income (loss)

Comprehensive income (loss) includes net income and the unrealized gain or loss on investment securities available for sale, net of related income taxes.

Earnings per common share

Basic earnings per common share is calculated by dividing net income by the weighted average shares of common stock outstanding. Diluted earnings per share is determined by adjusting average shares of common stock outstanding by the potentially dilutive effects of stock options outstanding. The dilutive effects of options are computed using the treasury stock method. Average common shares outstanding were 344,248,084 for the years ended December 31, 2017 and 2016. There were no dilutive shares outstanding during the years ended December 31, 2017 or 2016.

Reclassifications

Certain changes have been made to the prior years' financial statements to conform with the current year presentation. There was no change to net income as a result of these reclassifications.

Subsequent Events

The Bank has evaluated events and transactions subsequent to December 31, 2017 through March 28, 2018, the date these financial statements were available to be issued. No subsequent events were identified that would affect the presentation of the financial statements.

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

2. Cash and Due from Banks

The Bank normally carries balances with other banks that exceed the federally insured limit. The balances carried in excess of the limit, including uninsured federal funds sold to the same bank, were $3,120,921 and $3,015,323 as of December 31, 2017 and 2016, respectively.

Deposits held in noninterest-bearing transaction accounts are aggregated with any interest-bearing deposits the owner may hold in the same ownership category for purposes of determining the balance subject to the federally insured limit. The combined total is insured up to $250,000.

Banks are required to carry noninterest-bearing cash reserves of specified percentages of deposit balances. The Bank's normal balances of cash on hand and on deposit with other banks are sufficient to satisfy the reserve requirement.

3. Investment Securities Available for Sale

Investment securities available for sale are summarized as follows:

December 31, 2017	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value

U.S. Government agency	$	2,989,751	$	10,446	$	24,552	$	2,975,645
Mortgage-backed securities		8,186,245		5,985		86,830		8,105,400
Collateralized mortgage obligations		3,880,456		647		137,483		3,743,620

	$	15,056,452	$	17,078	$	248,865	$	14,824,665



December 31, 2016
U.S. Government agency	$	4,787,273	$	5,697	$	33,811	$	4,759,159
Mortgage-backed securities		7,599,068		5,583		102,127		7,502,524
Collateralized mortgage obligations		4,706,183		4,783		117,004		4,593,962

	$	17,092,524	$	16,063	$	252,942	$	16,855,645

During the year ended December 31, 2016, the Bank realized gross gains of $64,782 and no losses on the sale of securities. The Bank received proceeds of $1,970,300 on those sales. During the year ended December 31, 2017, the Bank had no sale of securities.

Contractual maturities and pledged securities as of December 31, 2017 and 2016, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

3. Investment Securities Available for Sale (Continued)

prepay obligations with or without call or prepayment penalties. Mortgage-backed securities and collateralized mortgage obligations are payable in monthly installments.

December 31, 2017	Amortized cost		Fair value

*Maturing*
Less than one year	$	—	$	—
Over one to five years		1,493,234		1,484,081
Over five to ten years		859,419		869,865
Over ten years		637,098		621,699

		2,989,751		2,975,645
Mortgage-backed securities		8,186,245		8,105,400
Collateralized mortgage obligations		3,880,456		3,743,620

	$	15,056,452	$	14,824,665



*Securities pledged for*
Federal Home Loan Bank	$	728,557	$	723,528
Federal Reserve Bank		1,768,559		1,764,902

	$	2,497,116	$	2,488,430



December 31, 2016
*Maturing*
Less than one year	$	—	$	—
Over one to five years		—		—
Over five to ten years		4,059,435		4,051,143
Over ten years		727,838		708,016

		4,787,273		4,759,159
Mortgage-backed securities		7,599,068		7,502,524
Collateralized mortgage obligations		4,706,183		4,593,962

	$	17,092,524	$	16,855,645



*Securities pledged for*
Repurchase agreements	$	298,487	$	297,717
Government deposits		7,362,306		7,325,670

	$	7,660,793	$	7,623,387

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

3. Investment Securities Available for Sale (Continued)

Information pertaining to securities with gross unrealized losses at December 31, 2017 and 2016, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	Less than 12 months				Over 12 months				Total

December 31, 2017	Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value
U.S. Government agency	$	—	$	—	$	24,552	$	2,105,780	$	24,552	$	2,105,780
Mortgage-backed securities		24,216		1,766,511		62,614		5,806,070		86,830		7,572,581
Collateralized mortgage obligations		—		—		137,483		3,492,957		137,483		3,492,957

	$	24,216	$	1,766,511	$	224,649	$	11,404,807	$	248,865	$	13,171,318



December 31, 2016
U.S. Government agency	$	9,343	$	1,690,657	$	24,468	$	2,195,237	$	33,811	$	3,885,894
Mortgage-backed securities		46,453		2,244,295		55,674		4,585,232		102,127		6,829,527
Collateralized mortgage obligations		28,328		983,475		88,676		3,247,543		117,004		4,231,018

	$	84,124	$	4,918,427	$	168,818	$	10,028,012	$	252,942	$	14,946,439

The unrealized losses on securities are considered to be temporary losses because it is expected that each security will be redeemed at face value at or prior to maturity. Management has the ability and intent to hold the securities until their value recovers. In management's opinion, the temporary impairment in values is caused by market interest rate fluctuations.

4. Loans

Major classifications of loans, as of December 31, are as follows:

	2017			2016

Real estate
Residential	$	34,295,932		$	43,725,499
Commercial		87,913,535			83,303,294
Construction		14,627,463			13,176,745
Commercial		16,606,298			17,891,076
Home equity		3,232,594			3,759,597
Consumer		643,137			677,765

		157,318,959			162,533,976
Allowance for loan losses		(2,691,973	)		(2,947,262	)
Deferred loan fees, net of cost		(93,106	)		(163,416	)

	$	154,533,880		$	159,423,298

The Bank makes loans to customers located primarily in the Baltimore and Washington metropolitan areas. Although the loan portfolio is diversified, its performance will be influenced by the regional economy.

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

4. Loans (Continued)

A summary of transactions in the allowance for loan losses by loan classification, during the years ended December 31, 2017 and 2016, follows:

												Allowance for loan Losses ending balance evaluated for impairment:

																Outstanding loan balances evaluated for impairment:
	Beginning balance		Provision for loan losses			Charge offs				Ending balance						Outstanding loan balances evaluated for impairment:
	Beginning balance		Provision for loan losses			Charge offs		Recoveries		Ending balance		Individually		Collectively		Individually		Collectively
December 31, 2017
Real estate
Residential	$	953,638	$	(360,179	)	$	55,201	$	107,583	$	645,841	$	—	$	645,841	$	2,698,304	$	31,597,628
Commercial		1,401,264		(731,511	)		2,850		623,716		1,290,619		—		1,290,619		762,959		87,150,577
Construction		317,257		13,884			—		—		331,141		—		331,141		—		14,627,463
Commercial		187,714		168,325			—		13,118		369,157		225,423		143,734		1,189,189		15,417,108
Home equity		76,651		(101,238	)		—		60,802		36,215		—		36,215		214,125		3,018,469
Consumer		6,383		4,010			3,450		993		7,936		—		7,936		—		643,137
Unallocated		4,355		6,709			—		—		11,064		—		11,064		—		—

	$	2,947,262	$	(1,000,000	)	$	61,501	$	806,212	$	2,691,973	$	225,423	$	2,466,550	$	4,864,577	$	152,454,382



December 31, 2016
Real estate
Residential	$	1,276,681	$	(44,732	)	$	289,039	$	10,728	$	953,638	$	—	$	953,638	$	5,081,908	$	38,643,591
Commercial		1,390,130		(77,047	)		16,438		104,619		1,401,264		—		1,401,264		2,610,097		80,693,197
Construction		401,713		(84,456	)		—		—		317,257		—		317,257		—		13,176,745
Commercial		109,331		67,133			16,458		27,708		187,714		—		187,714		—		17,891,076
Home equity		120,753		(38,380	)		115,249		109,527		76,651		—		76,651		179,572		3,580,025
Consumer		8,422		(102,269	)		10,285		110,515		6,383		—		6,383		—		677,765
Unallocated		54,604		(50,249	)		—		—		4,355		—		4,355		—		—

	$	3,361,634	$	(330,000	)	$	447,469	$	363,097	$	2,947,262	$	—	$	2,947,262	$	7,871,577	$	154,662,399

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

4. Loans (Continued)

Past due loans, segregated by age and class of loans, as of December 31, 2017 and 2016, were as follows:

	Loans 30 - 59 days past due		Loans 60 - 89 days past due		Loans 90 or more days past due		Total past due loans		Current loans		Total loans		Accruing loans 90 or more days past due		Nonaccrual loans		Nonaccrual interest not accrued

December 31, 2017
Real estate
Residential	$	873,369	$	534,328	$	1,354,847	$	2,762,544	$	31,533,388	$	34,295,932	$	235,592	$	1,536,159	$	79,748
Commercial		3,043,342		—		612,011		3,655,353		84,258,182		87,913,535		—		612,011		22,726
Construction		—		—		—		—		14,627,463		14,627,463		—		—		—
Commercial		7,185		—		—		7,185		16,599,113		16,606,298		—		901,692		—
Home equity		9,560		—		34,553		44,113		3,188,481		3,232,594		—		34,553		668
Consumer		2,465		—		—		2,465		640,672		643,137		—		—		—

	$	3,935,921	$	534,328	$	2,001,411	$	6,471,660	$	150,847,299	$	157,318,959	$	235,592	$	3,084,415	$	103,142



December 31, 2016
Real estate
Residential	$	1,638,472	$	557,423	$	2,950,613	$	5,146,508	$	38,578,991	$	43,725,499	$	—	$	3,890,899	$	66,371
Commercial		—		133,387		—		133,387		83,169,907		83,303,294		—		133,386		1,747
Construction		—		—		—		—		13,176,745		13,176,745		—		—		—
Commercial		—		—		—		—		17,891,076		17,891,076		—		—		—
Home equity		85,590		81,622		—		167,212		3,592,385		3,759,597		—		—		—
Consumer		3,206		—		—		3,206		674,559		677,765		—		—		—

	$	1,727,268	$	772,432	$	2,950,613	$	5,450,313	$	157,083,663	$	162,533,976	$	—	$	4,024,285	$	68,118

The nonaccrual loans at December 31, 2017, include $676,267 of commercial loan balances that are fully guaranteed by the United States Small Business Administration.

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Notes to Consolidated Financial Statements (Continued)

4. Loans (Continued)

Impaired loans, which include troubled debt restructurings (TDRs), as of December 31, 2017 and 2016, were as follows:

	Unpaid contractual principal balance		Recorded investment with no allowance		Recorded investment with allowance		Total recorded investment		Related allowance		Interest recognized		Average balance

December 31, 2017
Real estate
Residential	$	3,031,668	$	2,698,304	$	—	$	2,698,304	$	—	$	54,654	$	3,082,603
Commercial		777,379		762,959		—		762,959		—		7,741		849,316
Construction		—		—		—		—		—		—		—
Commercial		1,189,189		1,189,189		—		1,189,189		225,423		18,659		1,218,639
Home equity		224,748		214,125		—		214,125		—		7,978		225,148
Consumer		—		—		—		—		—		—		—

	$	5,222,984	$	4,864,577	$	—	$	4,864,577	$	225,423	$	89,032	$	5,375,706



December 31, 2016
Real estate
Residential	$	5,488,350	$	5,081,908	$	—	$	5,081,908	$	—	$	53,720	$	5,656,383
Commercial		3,432,445		2,610,097		—		2,610,097		—		154,994		3,496,880
Construction		—		—		—		—		—		—		—
Commercial		—		—		—		—		—		—		—
Home equity		189,795		179,572		—		179,572		—		—		200,018
Consumer		—		—		—		—		—		—		—

	$	9,110,590	$	7,871,577	$	—	$	7,871,577	$	—	$	208,714	$	9,353,281

The impaired loans at December 31, 2017, include $676,267 of commercial loan balances that are fully guaranteed by the United States Small Business Administration.

Credit quality indicators

As part of the ongoing monitoring of the credit quality of the Bank's loan portfolio, management tracks certain credit quality indicators including trends related to the risk grade of loans, the level of classified loans, net charge offs, nonperforming loans, and the general economic conditions in the Bank's market.

The Bank utilizes a risk grading matrix to assign a risk grade to each of its loans. A description of the general characteristics of watch list or classified loans is as follows:

Pass/Watch

Loans graded as Pass/Watch are secured by generally acceptable assets which reflect above-average risk. The loans warrant closer scrutiny by management than is routine, due to circumstances affecting the borrower, the borrower's industry, or the overall economic environment. Borrowers may reflect weaknesses such as inconsistent or weak earnings, break even or moderately deficit cash flow, thin liquidity, minimal capacity to increase leverage, volatile market fundamentals or other industry risks.

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4. Loans (Continued)

Such loans are typically secured by acceptable collateral, at or near appropriate margins, with realizable liquidation values.

Special Mention

A special mention loan has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank's credit position at some future date. Special mention loans are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.

Borrowers may exhibit poor liquidity and leverage positions resulting from generally negative cash flow or negative trends in earnings. Access to alternative financing may be limited to finance companies for business borrowers and may be unavailable for commercial real estate borrowers.

Substandard

A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Borrowers may exhibit recent or unexpected unprofitable operations, an inadequate debt service coverage ratio, or marginal liquidity and capitalization. These loans require more intense supervision by management.

Doubtful

A doubtful loan has all the weaknesses inherent as a substandard loan with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

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Notes to Consolidated Financial Statements (Continued)

4. Loans (Continued)

The following tables present the December 31, 2017 and 2016, balances of classified loans based on the risk grade. Classified loans include Pass/Watch, Special Mention, Substandard, and Doubtful loans.

	Pass/ Watch		Special Mention		Substandard		Doubtful		Total

December 31, 2017
Real estate
Residential	$	—	$	235,592	$	1,536,159	$	—	$	1,771,751
Commercial		12,127,887		—		612,011		—		12,739,898
Construction		1,458,238		—		—		—		1,458,238
Commercial		2,152,538		—		1,189,189		—		3,341,727
Home equity		—		—		34,553		—		34,553
Consumer		—		—		—		—		—

	$	15,738,663	$	235,592	$	3,371,912	$	—	$	19,346,167



December 31, 2016
Real estate
Residential	$	—	$	—	$	3,890,898	$	—	$	3,890,898
Commercial		13,439,058		242,796		133,387		—		13,815,241
Construction		2,223,816		—		—		—		2,223,816
Commercial		1,835,761		236,018		—		—		2,071,779
Home equity		—		—		—		—		—
Consumer		—		—		—		—		—

	$	17,498,635	$	478,814	$	4,024,285	$	—	$	22,001,734

Substandard loans at December 31, 2017, include $676,267 of commercial loan balances that are fully guaranteed by the United States Small Business Administration.

Impaired loans also include certain loans that have been modified in troubled debt restructurings where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Bank's loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower's sustained repayment performance for a reasonable period, generally six months.

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Notes to Consolidated Financial Statements (Continued)

4. Loans (Continued)

A summary of TDR loans as of December 31, 2017 and 2016, follow:

		Performing		Nonperforming		Total

December 31, 2017
Real estate
Residential	7	$	1,118,884	$	43,261	$	1,162,145
Commercial	1		—		150,948		150,948
Construction	—		—		—		—
Commercial	—		—		—		—
Home equity	1		179,572		—		179,572
Consumer	—		—		—		—

	9	$	1,298,456	$	194,209	$	1,492,665



December 31, 2016
Real estate
Residential	9	$	901,400	$	2,664,873	$	3,566,273
Commercial	3		2,476,710		133,387		2,610,097
Construction	—		—		—		—
Commercial	—		—		—		—
Home equity	1		179,572		—		179,572
Consumer	—		—		—		—

	13	$	3,557,682	$	2,798,260	$	6,355,942

As of December 31, 2017 and 2016, there were no loans in the process of foreclosure.

The following table presents the number of contracts and the dollar amount of TDR loans that were added during the year ended December 31, 2017.

December 31, 2017		Outstanding recorded investment

Real estate loans
Residential	2	$	159,400
Commercial	—		—
Construction	—		—
Commercial	—		—
Home equity	—		—

Consumer	2	$	159,400

There were no new TDRs added during the year ended December 31, 2016.

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Notes to Consolidated Financial Statements (Continued)

5. Credit Commitments

Outstanding loan commitments, unused lines of credit, and letters of credit were as follows as of December 31:

	2017		2016

Unused lines of credit
Construction and land development loan commitments	$	2,232,702	$	3,395,157
Commercial		5,097,810		5,645,222
Home Equity		1,470,057		2,117,248
Consumer		107,060		125,703
Master lines of credit		11,491,184		4,863,004
Letters of credit		762,378		145,701

	$	21,161,191	$	16,292,035

Loan commitments and lines of credit are agreements to lend to a customer as long as there is no violation of any condition of the contract. Loan commitments generally have fixed expiration dates and may require payment of a fee. Lines of credit do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.

The maximum exposure to credit loss in the event of nonperformance by the customer is the contractual amount of the commitment. Loan commitments, lines of credit, and letters of credit are made on the same terms, including collateral, as outstanding loans. Management is not aware of any accounting loss the Bank would incur by funding its credit commitments.

6. Premises and Equipment

Major classifications of premises and equipment and the related depreciation and amortization, as of December 31, are as follows:

	Estimated useful lives	2017		2016

Land		$	60,800	$	60,800
Building and improvements	25 - 30 years		289,202		289,202
Leasehold improvements	5 - 20 years		1,923,417		1,920,717
Furniture, equipment, and software	3 - 10 years		1,492,745		1,460,855

			3,766,164		3,731,574
Accumulated depreciation and amortization			3,164,302		2,979,974

Premises and equipment, net		$	601,862	$	751,600



Depreciation and amortization expense		$	184,328	$	184,112

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Notes to Consolidated Financial Statements (Continued)

7. Interest-Bearing Deposits

Interest-bearing deposits at December 31, 2017 and 2016, consisted of the following:

	2017		2016

NOW accounts	$	5,662,518	$	6,088,235
Savings		22,505,239		10,195,035
Money market		16,776,195		19,756,723
Certificates of deposit over $250,000		6,467,299		13,787,155
Other certificates of deposit		72,204,629		80,430,937

	$	123,615,880	$	130,258,085

As of December 31, 2017, certificates of deposit mature as follows:

Year	Balance

2018	$	61,486,807
2019		6,378,379
2020		5,070,622
2021		1,802,105
2022		3,934,015

	$	78,671,928

Interest expense on deposits, during the years ended December 31, is summarized as follows:

	2017		2016

NOW accounts	$	15,543	$	11,414
Savings		78,001		5,289
Money market		99,159		71,401
Certificates of deposit		872,291		854,705

	$	1,064,994	$	942,809

8. Related-Party Transactions

The executive officers and directors of the Bank enter into loan transactions with the Bank in the ordinary course of business. The terms of these transactions are similar to terms, including interest rates and collateral, offered to other borrowers entering into similar loan transactions. Activity in these loans during the years ended December 31, 2017 and 2016, was as follows:

	2017			2016

Beginning balance	$	369,911		$	621,677
New loans and advances		35,584			95,739
Principal repayments		(29,351	)		(347,505	)

Ending balance	$	376,144		$	369,911

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Notes to Consolidated Financial Statements (Continued)

8. Related-Party Transactions (Continued)

At December 31, 2017 and 2016, total deposits from executive officers and directors were $1,227,210 and $1,687,119, respectively.

The Bank leases space for storage from an entity owned by a director under the terms of a service agreement that renews annually. Payments during the years ended December 31, 2017 and 2016, to the entity were $1,140 and $1,304, respectively.

9. Borrowed Funds and Lines of Credit

Securities sold under repurchase agreements

Securities are sold under agreements to repurchase to provide cash management services to commercial account customers.

Additional information follows for the years ended December 31, 2017 and 2016:

	2017			2016

Average amount outstanding	$	1,833		$	202,227
Maximum amount outstanding		74,328			432,621
Average interest rate paid during the year		0.55	%		0.41	%
Investments underlying the agreements at year end
Amortized cost	$	—		$	298,487
Estimated fair value		—			297,717

The Bank closed all of its repurchase agreements in January of 2017.

Federal Home Loan Bank advances and lines of credit

The Bank's borrowings from the FHLB as of December 31, 2017 and 2016, are summarized as follows:

Maturity date			2017 Balance		2016 Balance

February 7, 2018	2.1020	%	$	7,000,000	$	7,000,000
December 31, 2018	1.9790	%		5,000,000		—
December 30, 2019	2.1160	%		8,000,000		—
December 29, 2020	2.2650	%		6,000,000		—
December 31, 2020	2.9263	%		—		10,000,000
December 31, 2020	3.0800	%		—		5,000,000
December 31, 2020	2.8750	%		—		5,000,000
December 31, 2020	3.3700	%		—		8,000,000
December 29, 2022	2.4610	%		9,000,000		—

			$	35,000,000	$	35,000,000

During the year ended December 31, 2017, the Bank modified FHLB advances with balances totaling $28 million, altering the maturity and reducing the interest rate on the advances. The Bank paid $576,892 in prepayment penalties to the FHLB for the modifications.

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Notes to Consolidated Financial Statements (Continued)

9. Borrowed Funds and Lines of Credit (Continued)

The Bank has unsecured lines of credit totaling $9,500,000 at December 31, 2017, available from other financial institutions. The Bank has a secured line of credit totaling $9,000,000 at December 31, 2017, available from another financial institution. The Bank would be required to pledge securities from its investment portfolio to draw on the secured line of credit. The Bank could also borrow from the Federal Reserve Bank's discount window using securities it pledges with them.

The Bank may borrow up to $50,722,000 from the FHLB, based on collateral available to pledge to secure the borrowings. As of December 31, 2017 and 2016, the Bank had remaining credit availability of $15,722,000 and $15,638,000 from the FHLB. As of December 31, 2017 and 2016, the Bank had pledged the following amounts to the FHLB:

	2017		2016

Principal balances of real estate loans	$	79,893,036	$	43,489,756



Investment securities available for sale	$	728,557	$	723,528

10. Lease Commitments

The Bank has entered into agreements to lease premises at the following locations:

Location	Office	Lease expiration

Rockville, Maryland	headquarters and branch office	February 28, 2019
Bethesda, Maryland	branch office	June 30, 2020
Silver Spring, Maryland	branch office	May 14, 2023
9 ^th Street—Washington D.C.	branch office	July 31, 2019
Timonium, Maryland	loan production office	October 31, 2020

Certain agreements include options for the Bank to renew for additional terms. Certain agreements require the payment of common area maintenance expenses, in addition to rent.

The lease obligations will require the following future minimum rental payments:

Year ending December 31,	Minimum rentals

2018	$	543,187
2019		317,176
2020		133,082
2021		61,201
2022		62,425
Remaining years		26,225

	$	1,143,296

Rent expense was $483,956 and $552,749, for the years ended December 31, 2017 and 2016, respectively.

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Notes to Consolidated Financial Statements (Continued)

11. Other Operating Expenses

Other operating expenses, for the years ended December 31, consist of:

	2017		2016

Professional services	$	314,786	$	317,835
Data processing		246,922		224,815
Telephone and postage		212,294		181,366
FDIC insurance premium		142,223		220,424
Director and committee fees		111,500		122,935
Travel and entertainment		83,094		87,494
Loan servicing and collections		78,584		103,457
Insurance		78,088		98,403
Supervisory examination		65,638		115,679
ATM expense		55,696		62,133
Office supplies		39,557		46,498
Courier		31,301		33,890
Bank charges		27,020		25,433
Seminars and training		19,827		9,227
Dues and subscriptions		15,378		19,517
Advertising and promotion		14,389		8,907
Foreclosed real estate holding costs		5,387		22,701
Foreclosed real estate write-downs		—		27,070
Other		40,626		41,383

	$	1,582,310	$	1,769,167

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Notes to Consolidated Financial Statements (Continued)

12. Income Taxes

The components of the net deferred tax assets are as follows:

	2017			2016

Deferred tax assets
Allowance for loan losses and off-balance sheet reserve	$	26,232		$	435,588
Foreclosed real estate write-downs		—			20,990
Nonaccrual interest		42,605			127,873
Depreciation		37,443			37,086
Deferred rent		7,912			17,564
Contribution carryforward		2,066			4,023
Net operating loss carryforward		11,200,522			12,682,686
Unrealized loss on investment securities available for sale		63,782			93,449

Total deferred tax assets		11,380,562			13,419,259

Deferred tax liabilities
Loan origination costs		7,394			13,680

Total deferred tax liabilities		7,394			13,680

Net deferred tax asset before valuation allowance		11,373,168			13,405,579
Valuation allowance		(10,230,248	)		(12,232,993	)

Net deferred income taxes	$	1,142,920		$	1,172,586

In December 2017, the President of the United States signed the Tax Cuts and Jobs Act of 2017. As a result, the Bank revalued its deferred tax asset related to the unrealized losses on its available-for-sale securities. The Bank recorded income tax expense of $27,658 related to this revaluation. In addition to adjusting the deferred tax asset for this item, the Bank recorded an adjustment to accumulated other comprehensive income with a transfer to retained earnings.

The Bank recorded no income tax expense or benefit during the year ended December 31, 2016.

As of December 31, 2017, the Bank has a net operating loss carryforward available for federal income tax purposes of approximately $30,575,288, which will begin to expire during the year ending December 31, 2023.

The Bank does not have material uncertain tax positions and did not recognize any adjustments for unrecognized tax benefits. The Bank remains subject to examination of income tax returns for the years ending after December 31, 2013.

13. Regulatory Matters

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Notes to Consolidated Financial Statements (Continued)

13. Regulatory Matters (Continued)

quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Basel III Capital Rules became effective for the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital, Tier 1 capital, and Total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined).

In connection with the adoption of the Basel III Capital Rules, the Bank elected to opt-out of the requirement to include accumulated other comprehensive income in Common Equity Tier 1 capital. Common Equity Tier 1 capital for the Bank is reduced by goodwill and other intangible assets, if any, net of associated deferred tax liabilities and subject to transition provisions.

Under the revised prompt corrective action requirements, as of January 1, 2015, insured depository institutions are required to meet the following in order to qualify as "well capitalized:" (1) a Common Equity Tier 1 risk-based capital ratio of 6.5%; (2) a Tier 1 risk-based capital ratio of 8%; (3) a total risk-based capital ratio of 10%; and (4) a Tier 1 leverage ratio of 5%.

The implementation of the capital conservation buffer began on January 1, 2016, at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019). The Basel III Capital Rules also provide for a "countercyclical capital buffer" that is applicable to only certain covered institutions and does not have any current applicability to the Bank. Management believes that, as of December 31, 2017, the Bank met all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were fully in effect.

The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

The following table presents actual and required capital ratios as of December 31, 2017 and 2016, for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of December 31, 2017 and 2016, based on the phase-in provisions of the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

As of December 31, 2017, the most recent notification from the FDIC has categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain ratios as set forth in the table. There have been no conditions or events since the notification that management believes have changed the Bank's category.

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Notes to Consolidated Financial Statements (Continued)

13. Regulatory Matters (Continued)

The FDIC, through formal or informal agreement, has the authority to require an institution to maintain higher capital ratios than those provided by statute, to be categorized as well capitalized under the regulatory framework for prompt corrective action.

	Actual					Minimum capital adequacy					To be well Capitalized

(in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
December 31, 2017	Amount		Ratio			Amount		Ratio			Amount		Ratio
Tier 1 leverage ratio	$	20,889		10.54	%	$	7,927		4.00	%	$	9,909		5.00	%
Tier 1 capital (to risk-weighted assets)		20,889		15.36	%		9,861		7.25	%		10,881		8.00	%
Common equity tier 1 capital ratio (to
risk-weighted assets)		20,889		15.36	%		7,821		5.75	%		8,841		6.50	%
Total capital ratio (to risk-weighted assets)		22,578		16.60	%		12,581		9.25	%		13,601		10.00	%
December 31, 2016
Tier 1 leverage ratio	$	20,026		9.94	%	$	8,058		4.00	%	$	10,072		5.00	%
Tier 1 capital (to risk-weighted assets)		20,026		14.73	%		8,496		6.63	%		10,875		8.00	%
Common equity tier 1 capital ratio (to
risk-weighted assets)		20,026		14.73	%		6,967		5.13	%		8,836		6.50	%
Total capital ratio (to risk-weighted assets)		21,717		15.98	%		11,725		8.63	%		13,594		10.00	%

14. Stockholders' Equity

Preferred stock

The Bank's charter authorizes the issuance of 500,000 shares of preferred stock, with a par value of $1.00 per share.

15. Litigation

The Bank is party to various legal actions in the normal course of business. In management's opinion the effect of actions against the Bank will not be material to the financial condition of the Bank.

16. Fair Value Measurements

Generally accepted accounting principles define fair value, establish a framework for measuring fair value, expand disclosures about fair value, and establish a hierarchy for determining fair value measurement. The hierarchy includes three levels and is based upon the valuation techniques used to measure assets and liabilities. The three levels are as follows:

Level 1—Inputs to the valuation method are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2—Inputs to the valuation method include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and

Level 3—Inputs to the valuation method are unobservable and significant to the fair value measurement.

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Notes to Consolidated Financial Statements (Continued)

16. Fair Value Measurements (Continued)

Fair value measurements on a recurring basis

Investment securities available for sale—If quoted prices are available in an active market, securities are classified within Level 1 of the hierarchy. Level 1 includes securities that have quoted prices in an active market for identical assets. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows which are considered Level 2 inputs. The Bank has categorized its investment securities available for sale as follows as of December 31, 2017 and 2016:

December 31, 2017	Total		Level 1 inputs		Level 2 inputs		Level 3 inputs

U.S. Government agency	$	2,975,645	$	—	$	2,975,645	$	—
Mortgage-backed securities		8,105,400		—		8,105,400		—
Collateralized mortgage obligations		3,743,620		—		3,743,620		—

Total investment securities available for sale	$	14,824,665	$	—	$	14,824,665	$	—



December 31, 2016
U.S. Government agency	$	4,759,159	$	—	$	4,759,159	$	—
Mortgage-backed securities		7,502,524		—		7,502,524		—
Collateralized mortgage obligations		4,593,962		—		4,593,962		—

Total investment securities available for sale	$	16,855,645	$	—	$	16,855,645	$	—

Fair value measurements on a nonrecurring basis

Impaired loans—The Bank has measured impairment generally based on the fair value of the related collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values. As of December 31, 2017 and 2016, the fair values consist of recorded loan balances net of valuation allowances.

There were no transfers in or out of the Level 3 category after the loans were identified as impaired loans.

Foreclosed real estate—The Bank measures its foreclosed real estate at fair value less cost to sell. As of December 31, 2016, the fair value of foreclosed real estate was based on offers and/or appraisals.

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Notes to Consolidated Financial Statements (Continued)

16. Fair Value Measurements (Continued)

Cost to sell the real estate was based on standard market factors. The Bank has categorized its foreclosed real estate as Level 3. Transactions in foreclosed real estate were as follows:

	2017			2016

Beginning of year balance	$	94,190		$	467,885
Improvements and additions		—			—
Write-downs		—			(27,070	)
Proceeds from sale		(93,973	)		(353,549	)
Gain (loss) on sale		(217	)		6,924

End of year balance	$	—		$	94,190

	2017		2016

Deferred tax assets
Allowance for loan losses and off-balance sheet reserve	$	26,232	$	435,588
Foreclosed real estate write-downs		—		20,990
Nonaccrual interest		42,605		127,873
Depreciation		37,443		37,086
Deferred rent		7,912		17,564
Contribution carryforward		2,066		4,023

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Consolidated Balance Sheets

	June 30, 2018			December 31, 2017

Assets
Cash and due from banks	$	1,002,783		$	947,983
Interest-bearing deposits in other financial institutions		22,111,405			20,681,122
Federal funds sold and Federal Home Loan Bank deposit		363,174			268,938

Total cash and cash equivalents		23,477,363			21,898,043
Investment securities available for sale		13,478,957			14,824,665
Federal Home Loan Bank stock, at cost		1,366,300			1,756,000
Loans, net of allowance for loan losses of $2,611,189 and $2,691,973		149,944,277			154,533,880
Premises and equipment, net		579,700			601,862
Accrued interest receivable		582,784			568,600
Foreclosed real estate		446,600			—
Deferred income taxes		1,227,702			1,142,920
Other assets		364,704			392,092

	$	191,468,387		$	195,718,062



Liabilities and Stockholders' Equity
Deposits
Noninterest-bearing	$	21,042,055		$	15,428,407
Interest-bearing		120,770,261			123,615,880

Total deposits		141,812,315			139,044,287
Securities sold under repurchase agreements		—			—
Federal Home Loan Bank advances		28,000,000			35,000,000
Accrued interest payable		73,211			96,995
Accrued expenses and other liabilities		288,721			405,523

		170,174,247			174,546,805

Stockholders' equity
Common stock, $.01 par value; 379,172,908 shares authorized, 344,248,084 shares issued and outstanding at June 30, 2018 and December 31, 2017		3,442,481			3,442,481
Additional paid-in capital		28,590,695			28,590,695
Accumulated deficit		(10,347,708	)		(10,693,914	)
Accumulated other comprehensive loss		(391,327	)		(168,005	)

Total stockholders' equity		21,294,140			21,171,257

	$	191,468,387		$	195,718,062

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Income

For the six months ended June 30,	2018			2017

Interest and dividend revenue
Loans, including fees	$	4,053,527		$	4,140,370
U.S. Government agency securities		33,690			54,612
Mortgage-backed securities and collateralized mortgage obligations		123,389			124,528
Interest-bearing deposits in other financial institutions		189,954			107,231
Dividends and other		48,690			42,679

Total interest and dividend revenue		4,449,250			4,469,420

Interest expense
Deposits		584,865			526,314
Federal Home Loan Bank advances and other borrowings		329,671			506,365

Total interest expense		914,536			1,032,679

Net interest income		3,534,714			3,436,741
Provision for loan losses		(200,000	)		—

Net interest income after provision for loan losses		3,734,714			3,436,741

Noninterest revenue
Service charges on deposit accounts		80,975			83,666
Gain on sale of investment securities		—			—
Gain (loss) on sale of foreclosed real estate		—			—
Other		85,572			151,344

Total noninterest revenue		166,547			235,010

Noninterest expense
Salaries		1,579,201			1,558,176
Employee benefits		368,123			319,610
Occupancy		375,037			380,591
Furniture and equipment		267,288			242,395
Federal Home Loan Bank prepayment penalty		—			—
Other operating		965,406			805,543

Total noninterest expense		3,555,055			3,306,315

Income before income taxes		346,206			365,436
Income tax expense		—			—

Net income	$	346,206		$	365,436



Earnings per common share
Basic and diluted	$	0.001		$	0.001

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Comprehensive Income

For the six months ended June 30,	2018			2017

Net income	$	346,206		$	365,436

Other comprehensive income (loss)
Unrealized gain (loss) on investment securities available for sale		(308,105	)		146,390
Reclassification adjustment for realized gain on investment securities available for sale included in net loss		—			—

Total unrealized gain (loss) on investment securities available for sale		(308,105	)		146,390
Income tax expense (benefit) relating to investment securities available for sale		(84,783	)		57,736

Other comprehensive income (loss)		(223,322	)		88,654

Total comprehensive income	$	122,884		$	454,090

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Changes in Stockholders' Equity

	Common Stock									Accumulated other comprehensive income

	Common Stock				Additional paid-in capital		Accumulated deficit						Total stockholders' equity
	Shares		Par value		Additional paid-in capital		Accumulated deficit						Total stockholders' equity
Balance, December 31, 2016		344,248,084	$	3,442,481	$	28,590,695	$	(11,757,975	)	$	(143,430	)	$	20,131,771
Unrealized gain on investment securities available for sale, net of income tax of $57,736		—		—		—		—			88,654			88,654
Net income		—		—		—		365,436			—			365,436

Balance, June 30, 2017		344,248,084	$	3,442,481	$	28,590,695	$	(11,392,539	)	$	(54,776	)	$	20,585,861



Balance, December 31, 2017		344,248,084	$	3,442,481	$	28,590,695	$	(10,693,914	)	$	(168,005	)	$	21,171,257
Unrealized loss on investment securities available for sale, net of income tax of $84,783		—		—		—		—			(223,322	)		(223,322	)
Net income		—		—		—		346,206			—			346,206

Balance, June 30, 2018		344,248,084	$	3,442,481	$	28,590,695	$	(10,347,708	)	$	(391,327	)	$	21,294,141

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Cash Flows

For the six months ended June 30,	2018			2017

Cash flows from operating activities
Net income	$	346,206		$	365,436
Adjustments to reconcile net income to net cash provided (used) by operating activities
Provision for loan losses		(200,000	)		—
Amortization of premiums and accretion of discounts, net		28,715			30,187
Depreciation and amortization		84,735			92,943
Federal Home Loan Bank prepayment penalty
Decrease (increase) in
Accrued interest receivable		(14,184	)		(27,407	)
Other assets		27,388			(56,451	)
Increase (decrease) in
Deferred loan fees, net of costs		(55,364	)		(32,933	)
Accrued interest payable		(23,784	)		12,714
Accrued expenses and other liabilities		(116,802	)		(230,302	)

		76,910			154,187

Cash flows from investing activities
Purchase of investment securities available for sale		—			(1,948,148	)
Proceeds from maturity and call of investment securities available for sale		1,008,888			1,071,611
Proceeds from sale of investment securities available for sale		—			—
(Purchase) redemption of Federal Home Loan Bank stock		389,700			1,500
Loan principal collected, net of originations		4,398,367			1,310,525
Proceeds from sale of foreclosed real estate
Purchase of premises and equipment		(62,573	)		(26,478	)

		5,734,382			409,010

Cash flows from financing activities
Net increase (decrease) in
Time deposits		(4,479,732	)		5,161,083
Other deposits		7,247,760			33,114
Securities sold under repurchase agreements		—			(74,328	)
FHLB Borrowings		(7,000,000	)		—

		(4,231,972	)		5,119,869

Net increase in cash and cash equivalents		1,579,320			5,683,066
Cash and cash equivalents at beginning of year		21,898,043			19,946,968

Cash and cash equivalents at end of year	$	23,477,363		$	25,630,034



Supplemental cash flow information
Income taxes paid	$	—		$	—



Interest paid	$	938,320		$	1,019,965



Loans transferred to foreclosed real estate		446,600			—

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Principles of consolidation

Nature of operations

Earnings per common share

Basic earnings per common share is calculated by dividing net income by the weighted average shares of common stock outstanding. Diluted earnings per share is determined by adjusting average shares of common stock outstanding by the potentially dilutive effects of stock options outstanding. The dilutive effects of options are computed using the treasury stock method. Average common shares outstanding were 344,248,084 for the six months ended June 30, 2018 and 2017. There were no dilutive shares outstanding during the six months ended June 30, 2018 or 2017.

Reclassifications

Certain changes have been made to the prior years' financial statements to conform with the current year presentation. There was no change to net income as a result of these reclassifications.

Subsequent Events

The Bank has evaluated events and transactions subsequent to June 30, 2018 through , 2019, the date these financial statements were available to be issued. No subsequent events were identified that would affect the presentation of the financial statements.

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Notes to Consolidated Financial Statements (Continued)

2. Investment Securities Available for Sale

Investment securities available for sale are summarized as follows:

June 30, 2018	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value

U.S. Government agency	$	2,955,679	$	—	$	77,498	$	2,878,181
Mortgage-backed securities		7,494,992		5,377		269,548		7,230,821
Collateralized mortgage obligations		3,568,178		872		199,095		3,369,955

	$	14,018,849	$	6,249	$	546,141	$	13,478,957



December 31, 2017
U.S. Government agency	$	2,989,751	$	10,446	$	24,552	$	2,975,645
Mortgage-backed securities		8,186,245		5,985		86,830		8,105,400
Collateralized mortgage obligations		3,880,456		647		137,483		3,743,620

	$	15,056,452	$	17,078	$	248,865	$	14,824,665

During the six months ended June 30, 2018 and 2017, the Bank had no sale of securities.

Contractual maturities and pledged securities as of June 30, 2018 and December 31, 2017, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities and collateralized mortgage obligations are payable in monthly installments.

June 30, 2018	Amortized cost		Fair value

*Maturing*
Less than one year	$	—	$	—
Over one to five years		1,493,928		1,453,158
Over five to ten years		855,264		839,541
Over ten years		606,487		585,482

		2,955,679		2,878,181
Mortgage-backed securities		7,494,992		7,230,821
Collateralized mortgage obligations		3,568,178		3,369,955

	$	14,018,849	$	13,478,957



*Securities pledged for*
Federal Home Loan Bank	$	683,010	$	678,236
Federal Reserve Bank		1,546,769		1,543,476

	$	2,229,779	$	2,221,712

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

2. Investment Securities Available for Sale (Continued)

December 31, 2017	Amortized cost		Fair value

*Maturing*
Less than one year	$	—	$	—
Over one to five years		1,493,234		1,484,081
Over five to ten years		859,419		869,865
Over ten years		637,098		621,699

		2,989,751		2,975,645
Mortgage-backed securities		8,186,245		8,105,400
Collateralized mortgage obligations		3,880,456		3,743,620

	$	15,056,452	$	14,824,665



*Securities pledged for*
Federal Home Loan Bank	$	728,557	$	723,528
Federal Reserve Bank		1,768,559		1,764,902

	$	2,497,116	$	2,488,430

Information pertaining to securities with gross unrealized losses at June 30, 2018 and December 31, 2017, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	Less than 12 months				Over 12 months				Total

June 30, 2018	Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value
U.S. Government agency	$	15,723	$	839,541	$	61,775	$	2,038,640	$	77,498	$	2,878,181
Mortgage-backed securities		67,065		1,739,086		202,483		4,765,741		269,548		6,504,827
Collateralized mortgage obligations		2,300		61,074		196,795		3,165,199		199,095		3,226,273

	$	85,088	$	2,639,701	$	461,053	$	9,969,580	$	546,141	$	12,609,281



December 31, 2017
U.S. Government agency	$	—	$	—	$	24,552	$	2,105,780	$	24,552	$	2,105,780
Mortgage-backed securities		24,216		1,766,511		62,614		5,806,070		86,830		7,572,581
Collateralized mortgage obligations		—		—		137,483		3,492,957		137,483		3,492,957

	$	24,216	$	1,766,511	$	224,649	$	11,404,807	$	248,865	$	13,171,318

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Notes to Consolidated Financial Statements (Continued)

3. Loans

Major classifications of loans, as of June 30, 2018 and December 31, 2017 are as follows:

	June 30, 2018			December 31, 2017

Real estate
Residential	$	27,910,875		$	34,295,932
Commercial		92,061,540			87,913,535
Construction		8,251,654			14,627,463
Commercial		21,054,324			16,606,298
Home equity		3,059,518			3,232,594
Consumer		255,297			643,137

		152,593,208			157,318,959
Allowance for loan losses		(2,611,189	)		(2,691,973	)
Deferred loan fees, net of cost		(37,742	)		(93,106	)

	$	149,944,277		$	154,533,880

A summary of transactions in the allowance for loan losses by loan classification, during six months ended June 30, 2018 and June 30, 2017, follows:

												Allowance for loan losses ending balance evaluated for impairment:

																Outstanding loan balances evaluated for impairment:
	Beginning balance		Provision for loan losses			Charge offs				Ending balance						Outstanding loan balances evaluated for impairment:
June 30, 2018	Beginning balance		Provision for loan losses			Charge offs		Recoveries		Ending balance		Individually		Collectively		Individually		Collectively
Real estate
Residential	$	645,841	$	(79,712	)	$	—	$	25,848	$	591,977	$	—	$	591,977	$	1,481,727		26,429,148
Commercial		1,290,619		80,578			—		35,626		1,406,823		—		1,406,823		956,534		91,105,006
Construction		331,141		(392,308	)		—		245,873		184,706		—		184,706		—		8,251,654
Commercial		369,157		(9,324	)		225,423		9,497		143,907		—		143,907		1,654,180		19,400,144
Home equity		36,215		(31,617	)		—		27,795		32,393		—		32,393		213,229		2,846,289
Consumer		7,936		(5,332	)		—		—		2,604		—		2,604		—		255,297
Unallocated		11,064		237,715			—		—		248,779		—		248,779		—		—

	$	2,691,973	$	(200,000	)	$	225,423	$	344,639	$	2,611,189	$	—	$	2,611,189	$	4,305,670	$	148,287,538

											Allowance for loan losses ending balance evaluated for impairment:

															Outstanding loan balances evaluated for impairment:
	Beginning balance		Provision for loan losses		Charge offs				Ending balance						Outstanding loan balances evaluated for impairment:
June 30, 2017	Beginning balance		Provision for loan losses		Charge offs		Recoveries		Ending balance		Individually		Collectively		Individually		Collectively
Real estate
Residential	$	953,638	$	—	$	55,201	$	52,236	$	950,673	$	—	$	950,673	$	5,113,714		33,145,347
Commercial		1,401,264		—				4,371		1,405,635		—		1,405,635		2,427,260		88,551,103
Construction		317,257		—						317,257		—		317,257		—		10,862,670
Commercial		187,714		—				7,118		194,832		—		194,832		—		16,835,826
Home equity		76,651		—				38,341		114,992		—		114,992		238,243		3,433,146
Consumer		6,383		—		3,205		446		3,624		—		3,624		—		660,248
Unallocated		4,355		—		—		—		4,355		—		4,355		—		—

	$	2,947,262	$	—	$	58,406	$	102,512	$	2,991,368	$	—	$	2,991,368	$	7,779,217	$	153,488,339

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Notes to Consolidated Financial Statements (Continued)

3. Loans (Continued)

Past due loans, segregated by age and class of loans, as of June 30, 2018 and December 31, 2017, were as follows:

June 30, 2018	Loans 30 - 59 days past due		Loans 60 - 89 days past due		Loans 90 or more days past due		Total past due loans		Current loans		Total loans		Accruing loans 90 or more days past due		Nonaccrual loans		Nonaccrual interest not accrued

Real estate
Residential	$	1,047,110	$	32,404	$	138,000	$	1,217,515	$	26,693,360	$	27,910,875	$	—	$	214,254	$	17,997
Commercial		809,757		—		612,012		1,421,769		90,639,771		92,061,540		—		760,684		46,234
Construction		—		—		—		—		8,251,654		8,251,654		—		—		—
Commercial		33,316		—		676,269		709,584		20,344,740		21,054,324		—		676,269		30,417
Home equity		—		33,695		179,533		213,229		2,846,289		3,059,518	$	179,533		33,695		613
Consumer		—		—		—		—		255,297		255,297		—		—		—

	$	1,890,183	$	66,100	$	1,605,814	$	3,562,097	$	149,031,111	$	152,593,208	$	179,533	$	1,684,902	$	95,260



December 31, 2017
Real estate
Residential	$	873,369	$	534,328	$	1,354,847	$	2,762,544	$	31,533,388	$	34,295,932	$	235,592	$	1,536,159	$	79,748
Commercial		3,043,342		—		612,011		3,655,353		84,258,182		87,913,535		—		612,011		22,726
Construction		—		—		—		—		14,627,463		14,627,463		—		—		—
Commercial		7,185		—		—		7,185		16,599,113		16,606,298		—		901,692		—
Home equity		9,560		—		34,553		44,113		3,188,481		3,232,594		—		34,553		668
Consumer		2,465		—		—		2,465		640,672		643,137		—		—		—

	$	3,935,921	$	534,328	$	2,001,411	$	6,471,660	$	150,847,299	$	157,318,959	$	235,592	$	3,084,415	$	103,142

The nonaccrual loans at June 30, 2018 and December 31, 2017, include $676,267 of commercial loan balances that are fully guaranteed by the United States Small Business Administration.

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Notes to Consolidated Financial Statements (Continued)

3. Loans (Continued)

Impaired loans, which include troubled debt restructurings (TDRs), as of June 30, 2018 and December 31, 2017, were as follows:

	Unpaid contractual principal balance		Recorded investment with no allowance		Recorded investment with allowance		Total recorded investment		Related allowance		Interest recognized		Average balance

June 30, 2018
Real estate
Residential	$	1,635,724	$	1,481,727	$	—	$	1,481,727	$	—	$	30,874	$	1,643,277
Commercial		970,954		956,534		—		956,534		—		17,795		975,719
Construction		—		—		—		—		—		—		—
Commercial		1,879,603		1,654,180		—		1,654,180		—		39,977		1,898,624
Home equity		224,709		213,229		—		213,229		—		3,487		226,092
Consumer		—		—		—		—		—		—		—

	$	4,710,989	$	4,305,670	$	—	$	4,305,670	$	—	$	92,132	$	4,743,712



December 31, 2017
Real estate
Residential	$	3,031,668	$	2,698,304	$	—	$	2,698,304	$	—	$	54,654	$	3,082,603
Commercial		777,379		762,959		—		762,959		—		7,741		849,316
Construction		—		—		—		—		—		—		—
Commercial		1,189,189		1,189,189		—		1,189,189		225,423		18,659		1,218,639
Home equity		224,748		214,125		—		214,125		—		7,978		225,148
Consumer		—		—		—		—		—		—		—

	$	5,222,984	$	4,864,577	$	—	$	4,864,577	$	225,423	$	89,032	$	5,375,706

The impaired loans at June 30, 2018 and December 31, 2017, include $676,267 of commercial loan balances that are fully guaranteed by the United States Small Business Administration.

Credit quality indicators

The Bank utilizes a risk grading matrix to assign a risk grade to each of its loans. A description of the general characteristics of watch list or classified loans is as follows:

Pass/Watch

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Notes to Consolidated Financial Statements (Continued)

3. Loans (Continued)

Such loans are typically secured by acceptable collateral, at or near appropriate margins, with realizable liquidation values.

Special Mention

Substandard

Doubtful

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Notes to Consolidated Financial Statements (Continued)

3. Loans (Continued)

The following tables present the June 30, 2018 and December 31, 2017, balances of classified loans based on the risk grade. Classified loans include Pass/Watch, Special Mention, Substandard, and Doubtful loans.

	Pass/ Watch		Special Mention		Substandard		Doubtful		Total

June 30, 2018
Real estate
Residential	$	—	$	32,404	$	445,058	$	—	$	477,462
Commercial		11,443,788		338,545		760,684		—		12,543,017
Construction		1,276,710						—		1,276,710
Commercial		963,098		103,335		1,654,180		—		2,720,613
Home equity		—		—		213,229		—		213,229
Consumer		—		—		—		—		—

	$	13,683,596	$	474,284	$	3,073,151	$	—	$	17,231,031



December 31, 2017
Real estate
Residential	$	—	$	235,592	$	1,536,159	$	—	$	1,771,751
Commercial		12,127,887		—		612,011		—		12,739,898
Construction		1,458,238		—		—		—		1,458,238
Commercial		2,152,538		—		1,189,189		—		3,341,727
Home equity		—		—		34,553		—		34,553
Consumer		—		—		—		—		—

	$	15,738,663	$	235,592	$	3,371,912	$	—	$	19,346,167

Substandard loans at June 30, 2018 and December 31, 2017, include $676,267 of commercial loan balances that are fully guaranteed by the United States Small Business Administration.

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

3. Loans (Continued)

A summary of TDR loans as of June 30, 2018 and December 31, 2017, follow:

		Performing		Nonperforming		Total

June 30, 2018
Real estate
Residential	7	$	1,036,670	$	76,253	$	1,112,923
Commercial	2		195,850		148,672		344,522
Construction	—		—		—		—
Commercial	—		—		—		—
Home equity	1		179,533		—		179,533
Consumer	—		—		—		—

	10	$	1,412,053	$	224,925	$	1,636,978



December 31, 2017
Real estate
Residential	7	$	1,118,884	$	43,261	$	1,162,145
Commercial	1		—		150,948		150,948
Construction	—		—		—		—
Commercial	—		—		—		—
Home equity	1		179,572		—		179,572
Consumer	—		—		—		—

	9	$	1,298,456	$	194,209	$	1,492,665

As of June 30, 2018 and December 31, 2017, there were no loans in the process of foreclosure.

There were no TDR loans that were added during the six months ended June 30, 2018.

4. Credit Commitments

Outstanding loan commitments, unused lines of credit, and letters of credit were as follows as of June 30, 2018 and December 31, 2017:

	June 30, 2018		December 31, 2017

Unused lines of credit
Construction and land development loan commitments	$	1,391,286	$	2,232,702
Commercial		3,984,930		5,097,810
Home Equity		1,387,926		1,470,057
Consumer		99,587		107,060
Master lines of credit		10,832,576		11,491,184
Letters of credit		377,413		762,378

	$	18,073,718	$	21,161,191

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

4. Credit Commitments (Continued)

5. Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional, discretionary actions by the regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The implementation of the capital conservation buffer began on January 1, 2016, at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019). The Basel III Capital Rules also provide for a "countercyclical capital buffer" that is applicable to only certain covered institutions and does not have any current applicability to the Bank. Management believes that, as of December 31, 2018, the Bank met all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were fully in effect.

The following table presents actual and required capital ratios as of June 30, 2018 and December 31 2017, for the Bank under the Basel III Capital Rules. The minimum required capital

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

5. Regulatory Matters (Continued)

amounts presented include the minimum required capital levels as of June 30, 2018 and December 31 2017, based on the phase-in provisions of the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

As of June 30, 2018, the most recent notification from the FDIC has categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain ratios as set forth in the table. There have been no conditions or events since the notification that management believes have changed the Bank's category.

	Actual					Minimum capital adequacy					To be well capitalized

(in thousands) June 30, 2018	Amount		Ratio			Amount		Ratio			Amount		Ratio
Tier 1 leverage ratio	$	20,715		10.86	%	$	7,631		4.000	%	$	9,539		5.00	%
Tier 1 capital (to risk-weighted assets)		20,715		15.70	%		10,393		7.875	%		10,557		8.00	%
Common equity tier 1 capital ratio (to risk-weighted assets)		20,715		15.70	%		8,413		6.375	%		8,578		6.50	%
Total capital ratio (to risk-weighted assets)		22,377		16.96	%		13,032		9.875	%		13,197		10.00	%

December 31, 2017

Tier 1 leverage ratio	$	20,889	10.54	%	$	7,927	4.00	%	$	9,909	5.00	%
Tier 1 capital (to risk-weighted assets)		20,889	15.36	%		9,861	7.25	%		10,881	8.00	%
Common equity tier 1 capital ratio (to risk-weighted assets)		20,889	15.36	%		7,821	5.75	%		8,841	6.50	%
Total capital ratio (to risk-weighted assets)		22,578	16.60	%		12,581	9.25	%		13,601	10.00	%

6. Stockholders' Equity

Preferred stock

The Bank's charter authorizes the issuance of 500,000 shares of preferred stock, with a par value of $1.00 per share.

7. Litigation

8. Fair Value Measurements

Generally accepted accounting principles define fair value, establish a framework for measuring fair value, expand disclosures about fair value, and establish a hierarchy for determining fair value

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

8. Fair Value Measurements (Continued)

measurement. The hierarchy includes three levels and is based upon the valuation techniques used to measure assets and liabilities. The three levels are as follows:

Level 1—Inputs to the valuation method are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 3—Inputs to the valuation method are unobservable and significant to the fair value measurement.

Fair value measurements on a recurring basis

June 30, 2018	Total		Level 1 inputs		Level 2 inputs		Level 3 inputs

U.S. Government agency	$	2,878,181	$	—	$	2,878,181
Mortgage-backed securities		7,230,821		—		7,230,821
Collateralized mortgage obligations		3,369,955		—		3,369,955

Total investment securities available for sale	$	13,478,957	$	—	$	13,478,957	$	—

December 31, 2017

U.S. Government agency	$	2,975,645	$	—	$	2,975,645	$	—
Mortgage-backed securities		8,105,400		—		8,105,400		—
Collateralized mortgage obligations		3,743,620		—		3,743,620		—

Total investment securities available for sale	$	14,824,665	$	—	$	14,824,665	$	—

Fair value measurements on a nonrecurring basis

Impaired loans—The Bank has measured impairment generally based on the fair value of the related collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values. As of June 30, 2018 and December 31, 2017, the fair values consist of recorded loan balances net of valuation allowances.

There were no transfers in or out of the Level 3 category after the loans were identified as impaired loans.

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Colombo Bank and Subsidiary

Notes to Consolidated Financial Statements (Continued)

8. Fair Value Measurements (Continued)

Foreclosed real estate—The Bank measures its foreclosed real estate at fair value less cost to sell. As of June 30, 2018 and December 31, 2017, the fair value of foreclosed real estate was based on offers and/or appraisals. Cost to sell the real estate was based on standard market factors. The Bank has categorized its foreclosed real estate as Level 3. Transactions in foreclosed real estate were as follows:

	Six Months Ended June 30, 2018		Year Ended December 31, 2017

Beginning of period balance	$	—	$	94,190
Improvements and additions		446,600		—
Write-downs		—		—
Proceeds from sale		—		(93,973	)
Gain (loss) on sale		—		(217	)

End of period balance	$	446,600	$	—

June 30, 2018	Total		Level 1 inputs		Level 2 inputs		Level 3 inputs

Impaired loans	$	4,305,670	$	—	$	—	$	4,305,670
Foreclosed real estate	$	446,600		—		—		446,600

December 31, 2017

Impaired loans		$	4,639,154		$	—		$	—		$	4,639,154

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Table of Contents

Until , 2018 (the 25th day after the date of this prospectus), all dealers effecting transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Shares

Common Stock

PROSPECTUS

, 2018

Joint Book-Running Managers


Sandler O'Neill + Partners, L.P.		Raymond James

Neither we nor any of the underwriters have authorized anyone to provide information different from that contained in this prospectus. When you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information in this prospectus. Neither the delivery of this prospectus nor the sale of our common stock means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy these shares of common stock in any circumstances under which the offer or solicitation is unlawful.

Table of Contents

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution


SEC Registration Fee	$	5,012
Nasdaq Listing Fee	$
FINRA Filing Fee	$
Legal Fees and Expenses	$
Accountant's Fees and Expenses	$
Transfer Agent Fees and Expenses	$
Printing, Edgar and miscellaneous	$
Total	$		*

*: Fees payable cannot be estimated at this time.

Item 14. Indemnification of Directors and Officers

The Articles of Incorporation of the Company provide that the Company shall, to the full extent permitted and in the manner prescribed by the VSCA and any other applicable law, indemnify a director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he is or was such a director or officer or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Articles of Incorporation further provide that the Company shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the Company against reasonable expenses incurred in connection with the proceeding.

Under the VSCA, a Virginia corporation may not indemnify a director or officer for an adverse judgment in a proceeding by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for reasonable expenses. In addition, the VSCA permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of:

•: a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the company; and
•: a written undertaking by the director or officer or executed on the director's or officer's behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that he did not meet the standard of conduct.

The indemnification provided by the Company's Articles of Incorporation is not exclusive of any right to indemnification which any person may be entitled to under any bylaw, agreement, statute, vote of shareholders or disinterested directors, or otherwise. In the event there has been a change in the composition of a majority of the Company's Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the holding company's Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

II-1

Table of Contents

Item 15. Recent Sale of Unregistered Securities.

On October 30, 2015, the Company issued 6,489,021 shares of common stock (without adjustment for 5 for 4 stock splits in the form of 25% stock dividends paid on June 30, 2016 and September 25, 2017) in exchange for an equal number of shares of the common stock of First Virginia Community Bank, pursuant to an Agreement and Plan of Share Exchange, dated as of June 15, 2015, in connection with the establishment of the Company as the holding company for the Bank. No underwriter was involved in the offering. The exemption from registration relied upon was Section 3(a)(12) of the Securities Act of 1933.

During the last three years, the Company issued shares of its common stock upon the exercise of stock options issued to its directors, employees and organizing shareholders of the Bank, under the Company's Amended and Restated 2008 Stock Plan as set forth in the table below. The exemption from registration relied upon was Rule 701 promulgated under the Securities Act of 1933. No discount or commission was incurred, and no underwriter was involved.

Date of Issuance	Aggregate Exercise Price

9/22/2015	$	7,387.29	831
10/23/2015	$	722.80	83
10/28/2015	$	8,944.13	1,035
1/4/2016	$	53,926.18	3,971
1/7/2016	$	11,136.00	800
1/8/2016	$	1,439.48	106
1/19/2016	$	30,000.00	3,000
3/1/2016	$	21,130.20	1,548
3/25/2016	$	30,000.00	3,000
4/13/2016	$	25,400.10	1,790
5/12/2016	$	2,000.00	200
6/15/2016	$	17,000.00	1,360
6/30/2016	$	4,250.00	340
8/30/2016	$	30,000.00	3,000
9/8/2016	$	4,303.92	316
1/25/2017	$	6,500.00	650
3/29/2017	$	28,000.00	2,240
4/7/2017	$	30,000.00	3,000
5/1/2017	$	82,416.80	7,255
5/19/2017	$	22,796.15	2,063
5/24/2017	$	19,200.00	1,920
6/19/2017	$	30,000.00	3,000
6/22/2017	$	30,000.00	3,000
7/28/2017	$	6,000.00	600
8/22/2017	$	6,510.00	651
9/5/2017	$	30,000.00	3,000
10/10/2017	$	82,638.90	5,715
2/1/2018	$	84,928.50	5,825
2/2/2018	$	400,000.00	40,000
2/6/2018	$	30,000.00	3,000

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Table of Contents

Date of Issuance	Aggregate Exercise Price

3/8/2018	$	30,000.00	3,000
3/23/2018	$	41,356.21	2,999
4/12/2018	$	30,000.00	3,000
4/13/2018	$	53,800.00	5,380
4/23/2018	$	30,000.00	3,000
5/9/2018	$	171,811.92	13,196
5/18/2018	$	5,000.00	500
5/29/2018	$	56,000.00	5,600
5/30/2018	$	30,000.00	3,000
5/31/2018	$	30,000.00	3,000
6/11/2018	$	15,000.00	1,500
6/12/2018	$	90,000.00	9,000
6/15/2018	$	30,000	3,000
6/21/2018	$	30,000	3,000

(1): Without adjustment for 5 for 4 stock split in the form of 25% stock dividend paid on June 30, 2016.
(2): Without adjustment for 5 for 4 stock splits in the form of 25% stock dividend paid on September 25, 2017.

During the last three years, the Company issued restricted stock units to its directors and employees under the Company's Amended and Restated 2008 Stock Plan as set forth in the table below. The exemption from registration relied upon was Rule 701 promulgated under the Securities Act of 1933. No discount or commission was incurred, and no underwriter was involved.

Date of Issuance	Aggregate Grant Date Fair Value

7/5/2017	$	15,680.00	800	(1)
9/25/2017	$	31,500.00	1,500
10/2/2017	$	8,100.00	360
12/22/2017	$	1,114,337.25	63,495

(1): Without adjustment for 5 for 4 stock split in the form of a 25% stock dividend paid on September 25, 2017.

On June 20, 2016, the Company issued $25 million principal amount of Subordinated Debentures due June 30, 2026, at 100% of the principal amount thereof, in cash, in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The placement agent for the offering was Sandler O'Neill & Partners, L.P. All purchasers in the offering were banks.

On August 24, 2017, the Company issued 500,000 shares of common stock (without adjustment for 5 for 4 stock splits in the form of a 25% stock dividend paid on September 25, 2017) to certain individual and institutional accredited investors, in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder, for aggregate proceeds of $10,000,000. No underwriter or placement agent was involved in the offering.

II-3

Table of Contents

Item 16. Exhibits

The exhibits filed as part of this registration statement are as follows:

(a) List of Exhibits

Number			Description

	1.1		Form of Underwriting Agreement*
	2.1		Agreement and Plan of Merger dated as of May 3, 2018 by and among FVCBankcorp, Inc, FVCbank and Colombo Bank
	3.1		Articles of Incorporation of FVCBankcorp, Inc.
	3.2		Amendment, dated May 11, 2018, to Articles of Incorporation of FVCBankcorp, Inc.
	3.3		Bylaws of FVCBankcorp, Inc.
	4.1		Specimen Certificate for Common Stock
	5.1		Opinion of Buckley Sandler LLP*
	10.1		Employment Agreement, dated as of October 1, 2014, between FVCbank and David W. Pijor
	10.2		Change in Control Agreement, dated as of March 9, 2018, between FVCBankcorp, Inc. and Patricia A. Ferrick
	10.3		Form of Subordinated Note Purchase Agreement dated June 20, 2016
	10.4		Form of Subordinated Note due June 30, 2026
	10.5		FVCBankcorp, Inc. Amended and Restated 2008 Stock Incentive Plan
	10.6		1st Commonwealth Bank of Virginia 2009 Stock Option Plan
	10.7		Employment Agreement, dated as of May 3, 2018 between FVCbank and Gilbert F. Kennedy, III
	21		Subsidiaries of the Registrant
	23.1		Consent of Yount, Hyde & Barbour, P.C.
	23.2		Consent of Rowles & Company, LLP
	23.3		Consent of Buckley Sandler LLP (included in Exhibit 5.1)
	24.1		Power of Attorney (included on Signature Page)
	99.1		Form of Support Agreement between FVCBankcorp, Inc. and certain shareholders of Colombo

*: To be filed by amendment

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(a) To provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

Table of Contents

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fairfax, Virginia, on August 20, 2018.


		FVCBANKCORP, INC.
		By:		/s/ DAVID W. PIJOR David W. Pijor Chairman and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of the Registrant hereby severally constitute and appoint David W. Pijor and Patricia A. Ferrick, or either of them, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which either of them may deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement on Form S-1, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said David W. Pijor and Patricia A. Ferrick, or either of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date


/s/ DAVID W. PIJOR David W. Pijor	Chairman and Chief Executive Officer (Principal Executive Officer)	August 20, 2018
/s/ PATRICIA A. FERRICK Patricia A. Ferrick	President, Director	August 20, 2018
/s/ L. BURWELL GUNN L. Burwell Gunn	Director	August 20, 2018
/s/ SCOTT LAUGHLIN Scott Laughlin	Director	August 20, 2018

II-6

Table of Contents

Name	Position	Date


/s/ THOMAS L. PATTERSON Thomas L. Patterson	Director	August 20, 2018
/s/ DEVIN SATZ Devin Satz	Director	August 20, 2018
/s/ LAWRENCE W. SCHWARTZ Lawrence W. Schwartz	Director	August 20, 2018
/s/ SIDNEY G. SIMMONDS Sidney G. Simmonds	Director	August 20, 2018
/s/ DANIEL M. TESTA Daniel M. Testa	Director	August 20, 2018
/s/ PHILLIP R. WILLS III Phillip R. Wills III	Director	August 20, 2018
/s/ STEVEN M. WILTSE Steven M. Wiltse	Director	August 20, 2018
/s/ JENNIFER L. DEACON Jennifer L. Deacon	Executive Vice President and Chief Financial Officer of the Company (Principal Financial and Accounting Officer)	August 20, 2018

II-7

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

dated as of May 3, 2018

by and among

FVCBANKCORP, INC.

FVCBANK

and

COLOMBO BANK

TABLE OF CONTENTS

		Page
ARTICLE I — THE MERGER

1.1	Merger	1
1.2	Name	1
1.3	Articles of Incorporation; Bylaws	1
1.4	Board of Directors; Officers; Principal Office	1
1.5	Effect of the Merger	2
1.6	Closing; Effective Time	2
1.7	Alternative Acquisition Structure	2

ARTICLE II - CONSIDERATION AND CONVERSION OF SHARES

2.1	Conversion of Shares	2
2.2	Election; Exchange Procedures	3
2.3	Plan of Reorganization	5
2.4	Appraisal Rights	5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF FVCB AND FVCBANK

3.1	Organization; Authority and Minute Books	5
3.2	Capitalization	6
3.3	Authorization	7
3.4	Financial Statements	7
3.5	Books of Account; Corporate Records	8
3.6	Regulatory Reports	8
3.7	FVCB Subsidiaries	9
3.8	Absence of Material Adverse Changes	9
3.9	Litigation and Other Proceedings	9
3.10	Proxy Statement, Etc.	9
3.11	Tax Treatment	9
3.12	Taxes	9
3.13	Loans	10
3.14	Absence of Undisclosed Liabilities	11
3.15	Compliance with Laws	11
3.16	Consents	11
3.17	Environmental Matters	11
3.18	Brokers and Finders	12
3.19	Insurance	12
3.20	Properties and Leases	12
3.21	Regulatory Capitalization	12
3.22	Financial Ability	12

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF Colombo

4.1	Organization; Authority and Minute Books	12
4.2	Subsidiaries	13
4.3	Capitalization of Colombo	13
4.4	Authorization	13
4.5	Colombo Financial Statements	14
4.6	Books of Account; Corporate Records	15
4.7	Colombo Reports	15
4.8	Absence of Material Adverse Changes	15
4.9	Insurance	15
4.10	Properties, Leases and Other Agreements	16
4.11	Taxes	16

4.12	Fiduciary Activities	17
4.13	Intellectual Property; IT Systems; Privacy	17
4.14	Employee Relations	18
4.15	ERISA Plans	19
4.16	Contracts; Consents	20
4.17	Related Party Transactions	20
4.18	Loans	20
4.19	Deposits	21
4.20	Environmental Matters	21
4.21	Litigation and Other Proceedings	22
4.22	Absence of Undisclosed Liabilities	22
4.23	Compliance with Laws	22
4.24	Proxy Statement, Etc.	23
4.25	Anti-Takeover Provisions	24
4.26	Derivative Instruments	24
4.27	Tax Treatment	24
4.28	Fairness Opinion	24
4.29	Brokers and Finders	24
4.30	No Registration Rights	24
4.31	Regulatory Capitalization	24

ARTICLE V - CONDUCT OF BUSINESS PRIOR TO THE EFFECTIVE TIME

5.1	Forbearance by Colombo	25
5.2	Conduct of Business by Colombo	27
5.3	Approval of Colombo Shareholders	28
5.4	Conduct of Business by FVCbank	28

ARTICLE VI - ADDITIONAL AGREEMENTS

6.1	Access and Information	29
6.2	Registration Statement; Proxy Statement; Offering Materials; Applications: Cooperation	29
6.3	Notice of Actual or Threatened Breach	30
6.4	Current Information	30
6.5	Expenses	31
6.6	Filing with the SCC and SDAT	31
6.7	Miscellaneous Agreements and Consents	31
6.8	Press Releases and Public Disclosures	31
6.9	Bank Employees	32
6.10	D&O Indemnification	33
6.11	Acquisition Proposals	34
6.12	Prohibited Purchases or Sales	35
6.13	FVCB Board of Directors	35
6.14	Disclosure	35
6.15	Additional Actions	35

ARTICLE VII - CONDITIONS

7.1	Conditions to Each Party’s Obligation to Effect the Merger	35
7.2	Conditions to Obligation of FVCB and FVCbank to Effect the Merger	36
7.3	Conditions to Obligation of Colombo to Effect the Merger	37

ARTICLE VIII - TERMINATION, AMENDMENT AND WAIVER

8.1	Termination	38
8.2	Effect of Termination	38
8.3	Amendment	39
8.4	Waiver	39

ARTICLE IX - GENERAL PROVISIONS

9.1	Investigation; Survival of Agreements	40
9.2	Notices	40
9.3	Material Adverse Change	41
9.4	“Knowledge” and “Belief”	41
9.5	Severability	41
9.6	Headings.	41
9.7	Attorneys’ Fees	41
9.8	Schedules and Exhibits	41
9.9	Miscellaneous	42

iii

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the “Agreement”), made as of this 3 rd day of May, 2018, by and among FVCBankcorp, Inc. (“FVCB”), a corporation organized and existing under the laws of the Commonwealth of Virginia, FVCbank, a Virginia chartered commercial bank and the wholly owned subsidiary of FVCB (“FVCbank”), and Colombo Bank (“Colombo”), a commercial bank organized and existing under the laws of the State of Maryland.

WHEREAS, the respective Boards of Directors of FVCB, FVCbank and Colombo deem it advisable and in the best interests of their respective shareholders that FVCbank acquire Colombo through the merger of Colombo with and into FVCbank, on the terms, and subject to the conditions, set forth in this Agreement;

WHEREAS, the respective Boards of Directors of FVCbank and Colombo have each approved the merger of Colombo with and into FVCbank, upon the terms, and subject to the conditions, hereinafter set forth, including the Plan of Merger in substantially the form attached as Exhibit A hereto (the “Plan of Merger”);

WHEREAS, as a condition to the willingness of FVCB and FVCbank to enter into this Agreement, certain shareholders of Colombo have entered into Support Agreements (“Support Agreements”) substantially in the form attached here to as Exhibit B dated as of the date hereof pursuant to which each such shareholder has agreed among other things, to vote their Colombo Common Stock in favor of the approval of this Agreement and the transactions contemplated hereby, subject to the terms of the Support Agreements; and

WHEREAS, it is intended that the Merger will qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement constitute a plan of reorganization;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereafter set forth, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

THE MERGER

1.1. Merger . Subject to the terms and conditions hereafter set forth, Colombo shall be merged with and into FVCbank (the “Merger”) with FVCbank being the surviving institution (the “Successor Institution”), in accordance with the Plan of Merger and the applicable provisions of Title 6.2 of the Code of Virginia (the “VFIC”), the Virginia Stock Corporation Act (the “VSCA”), the Maryland General Corporation Law (the “MGCL”) and the Financial Institutions Article of the Maryland Code (the “MFIC”).

1.2. Name . The name of the Successor Institution shall be “FVCbank.”

1.3. Articles of Incorporation; Bylaws . (a) The Articles of Incorporation of FVCbank in effect at the Effective Time (defined in Section 1.6(b)) shall be the Articles of Incorporation of the Successor Institution.

(b) The Bylaws of FVCbank in effect at the Effective Time shall be the Bylaws of the Successor Institution.

1.4. Board of Directors; Officers; Principal Office . (a) From and after the Effective Time, the directors of FVCbank at the Effective Time, together, subject to any required regulatory approvals, with Morton A. Bender, shall serve as the directors of the Successor Institution until their successors are duly appointed or elected. Subject to Mr. Bender’s continued compliance with legal and regulatory requirements, FVCB agrees that in connection with the first annual meeting of shareholders of FVCB, or special meeting of shareholders of FVCB in lieu of an annual meeting, at which directors are to be elected, to be held after the Effective Time, it shall, nominate Mr. Bender for reelection to the board of directors and shall recommend to the shareholders of FVCB that they vote for his election as director of FVCbank. Subject to Mr. Bender’s continued compliance with legal and regulatory requirements, FVCbank agrees that it shall in connection with the first annual meeting of shareholders of FVCbank, special meeting of shareholders of FVCbank in lieu of an annual meeting at which directors are to be elected, or other presentation of nominees for election of directors in lieu of an annual meeting, to be held after the Effective Time, it shall nominate Mr. Bender for reelection

to the board of directors of FVCbank, and FVCB agrees that it shall, in its capacity as sole shareholder of FVCbank, vote for the reelection of Mr. Bender as a director of FVCbank.

(b) From and after the Effective Time, the officers of FVCbank at the Effective Time shall serve as the officers of the Successor Institution until their successors are duly appointed or elected.

(c) From and after the Effective Time, the principal office of FVCbank, located at 11325 Random Hills Road, Fairfax, Virginia 22030, shall be the principal office of the Successor Institution.

1.5. Effect of the Merger . At the Effective Time, the Merger shall have the effects set forth in Section 13.1-721 of the VSCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time the separate corporate existence of Colombo shall cease and FVCbank as the Successor Institution shall succeed to and possess all of the properties, rights, powers, privileges, franchises, patents, trademarks, licenses, registrations, and other assets of every kind and description of Colombo, and shall be subject to, and be responsible for, all debts, liabilities, and obligations of Colombo, all without further act or deed, in accordance with the applicable provisions of the VSCA, the VFIC, the MGCL and the MFIC.

1.6. Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall occur at the principal offices of FVCbank, or at such other place designated by the parties in writing, at a time and on a date specified in writing by the parties, which date shall be on the earliest practicable business day, but not more than 30 days, after the receipt of all requisite approvals and authorizations of regulatory and governmental authorities, the expiration of all applicable waiting periods and the satisfaction or waiver of all conditions hereto. The date on which the Closing occurs is occasionally referred to herein as the “Closing Date.”

(b) The Merger shall become effective at the later of (i) the filing of appropriate articles of merger with the Virginia State Corporation Commission (the “SCC”); (ii) the filing of the appropriate articles of merger with the Maryland State Department of Assessments and Taxation (“SDAT”); and (iii) the time set forth in said articles of merger (the “Effective Time”). Except as otherwise agreed in writing, the Effective Time shall be on the Closing Date.

1.7. Alternative Acquisition Structure. Notwithstanding any provision in this Agreement to the contrary, FVCB and FVCbank shall be permitted, in the exercise of their sole and absolute discretion, to restructure the method by which FVCB accomplishes the acquisition of Colombo as contemplated by this Agreement, including, without limitation, by providing for the merger of Colombo with and into a subsidiary of FVCbank or another subsidiary of FVCB provided, however, that each of FVCB and FVCbank agrees not to make any changes with respect to the acquisition of Colombo that will: (a) vary the form or amount of consideration paid to Colombo shareholders pursuant to Section 2.1 hereof; (b) require Colombo to resolicit shareholder approval of the Merger; (c) adversely affect the treatment of the Merger as a reorganization under Section 368(a) of the Code; or (d) be likely to materially delay or jeopardize receipt of any required regulatory approvals or impair or prevent the satisfaction of any conditions to Closing. Colombo agrees to execute or cause to be executed any amendments, agreements or further documentation reasonably required to effect such alternate structure.

ARTICLE II

CONSIDERATION AND CONVERSION OF SHARES

2.1. Conversion of Shares . (a) At the Effective Time, each of the outstanding shares of common stock, $0.01 par value per share, of Colombo (“Colombo Common Stock”) (excluding shares of Colombo Common Stock held by Colombo (other than in a fiduciary capacity) or by FVCB or FVCbank (other than in a fiduciary capacity) and Dissenting Shares (as hereinafter defined)), shall automatically, and without further action, be converted into, cancelled, and exchangeable for the right to receive a combination of: (i) the number of shares, rounded to six decimal places (the “Conversion Ratio”), of FVCB common stock $0.01 par value per share (the “FVCB Common Stock”), determined by dividing $0.043492 by the average of the closing price per share of FVCB Common Stock for the five trading days ending on and including the second trading day immediately prior to the Closing Date (the “Price Determination Period”) as reported on the OTCQX market, or if the FVCB Common Stock is listed for trading on the Nasdaq Stock Market LLC (“Nasdaq”) on Nasdaq (the “Average Closing Price”) (the “Stock Consideration”), and (ii) cash in an amount equal to $0.053157 per share of Colombo Common Stock (the “Cash Consideration”); provided, however, that any beneficial owner of Colombo Common Stock that would be entitled to receive fewer than 100 shares of FVCB Common Stock (“Odd Lot Holders”), shall, subject to the procedures hereinafter provided, be entitled to elect to receive

only cash in exchange for such beneficial owner’s Colombo Common Stock, in an amount equal to $0.096649 per share of Colombo Common Stock (the “All Cash Consideration”). The Stock Consideration, the Cash Consideration and the All Cash Consideration, together with cash in lieu of fractional shares as provided in Section 2.1(b), are referred to herein collectively as the “Merger Consideration.”

For purposes of illustration only, set forth below is the Merger Consideration issuable on a per share basis and in the aggregate, at a range of Average Closing Prices, and assuming no elections to receive All Cash Consideration are made. The actual value of the Merger Consideration on a per share and an aggregate basis, and the number of shares issued, is subject to fluctuation based on the Average Closing Price, the number of eligible shares with respect which an All Cash Election is made, and the effects of rounding. Nothing contained in the following table shall be deemed, construed or interpreted to ensure a Conversion Ratio within the range set forth below.

Average Closing Price		Exchange Ratio	Per Colombo Share Value of Stock Consideration	Per Colombo Share Value of Cash Consideration	Aggregate Value Stock Consideration		Aggregate Value Cash Consideration		Aggregate Transaction Value		Aggregate FVCB Shares Issued (Assuming no All Cash Elections)
$	17.00	0.002558	0.043486	0.053157	$	14,969,972	$	18,299,195	$	33,269,168	$	880,587
$	17.27	0.002518	0.043486	0.053157	$	14,969,924	$	18,299,195	$	33,269,119	$	866,817
$	17.50	0.002485	0.043488	0.053157	$	14,970,489	$	18,299,195	$	33,269,684	$	855,456
$	18.00	0.002416	0.043488	0.053157	$	14,970,661	$	18,299,195	$	33,269,856	$	831,703
$	18.50	0.002351	0.043494	0.053157	$	14,972,554	$	18,299,195	$	33,271,749	$	809,327
$	19.00	0.002289	0.043491	0.053157	$	14,971,693	$	18,299,195	$	33,270,889	$	787,984
$	20.00	0.002175	0.043492	0.053157	$	14,972,038	$	18,299,195	$	33,271,233	$	748,602

(b) No fractional shares of FVCB Common Stock will be issued in connection with the exchange contemplated by the Merger, and holders of Colombo Stock entitled to fractional shares shall be paid cash in lieu of such fractional shares, without interest, based on the Average Closing Price, with any fraction of a cent being rounded to the nearest cent (with one-half cent being rounded upward).

(c) The Conversion Ratio shall be proportionately adjusted in the event that the FVCB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares of FVCB Common Stock or any securities through a reorganization, reclassification, stock dividend, stock split, combination or subdivision or other like changes of the FVCB Common Stock the record date for which is after the date hereof but prior to the Effective Time. For the sake of clarity, no adjustment pursuant to this section shall be made as a result of any issuance for consideration approved by the Board of Directors of FVCB of shares of FVCB Common Stock, or the issuance of shares under any FVCB Stock Plan (as hereinafter defined).

(d) All shares of Colombo Common Stock held by Colombo (other than in a fiduciary capacity), or by FVCB or FVCbank (other than in a fiduciary capacity), shall be cancelled and shall not be converted as provided in Section 2.1(a). Any such shares held by Colombo shall not be considered outstanding.

(e) Each share of the common stock of FVCbank outstanding immediately prior to the Effective Time shall be unchanged, and shall continue to represent an issued and outstanding share of common stock of FVCbank .

2.2. Election, Exchange Procedures . (a) FVCB shall appoint its transfer agent or, with the written consent of Colombo, which shall not be unreasonably withheld, another agent independent of and unaffiliated with FVCbank or Colombo, as exchange agent (the “Exchange Agent”) for the purpose of exchanging certificates representing Colombo Common Stock for the Merger Consideration, and to receive elections, if any, by Odd Lot Holders to receive All Cash Consideration. At or prior to the Effective Time, FVCB shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Colombo Common Stock, for exchange in accordance with this Article II, or shall duly authorize and direct issuance by the Exchange Agent of: (i) certificates representing the shares of FVCB Common Stock, or evidences of uncertificated shares of FVCB Common Stock, that constitute the Stock Consideration; and (ii) an amount of cash necessary to satisfy the Cash Consideration, the All Cash Consideration and cash in lieu portion of the Merger Consideration.

(b) As promptly as practicable, but in no event more than 7 business days, after the mailing of the Proxy Statement, FVCB shall cause the Exchange Agent to send an election form (the “Election Form”), in such form as FVCB and Colombo may agree, to each beneficial owner of Colombo Common Stock. The Election Form shall provide each such shareholder the opportunity to elect to receive the All Cash Consideration in the event that they are an Odd Lot Holder. Odd Lot Holders who make no election by the date of the Colombo Shareholder Meeting shall be deemed to have rejected the opportunity to elect the All Cash Consideration. Elections by holders of

Colombo Common Stock who shall be determined not be Odd Lot Holders based upon the Conversion Ratio shall be of no force or effect.

(c) As promptly as practicable, but in no event more than 7 business days, after the Effective Time, FVCB shall cause the Exchange Agent to send to each holder of record of Colombo Common Stock immediately prior to the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates to the Exchange Agent) for use in the exchange of such shares of Colombo Common Stock for the Merger Consideration. As promptly as possible after receipt of the letter of transmittal, and if not registered in book entry form, certificates formerly representing Colombo Common Stock, by the Exchange Agent, the Exchange Agent shall issue the Merger Consideration to which each former holder of Colombo Common Stock shall be entitled; provided, that if any former shareholder of Colombo shall be unable to surrender his or her Colombo Common Stock certificates due to loss or mutilation thereof, he or she may make a constructive surrender by following the procedures customarily followed in the replacement of lost or mutilated certificates, including the posting of appropriate bond. Upon actual or constructive surrender of Colombo Common Stock certificates from a former Colombo shareholder, the Exchange Agent shall issue such shareholder, in exchange therefore, one or more certificates representing the number of whole shares of FVCB Common Stock into which such holder’s shares of Colombo Common Stock have been converted, or at the election of FVCB, a statement reflecting the issuance of uncertificated shares, together with a check in the amount of the Cash Consideration or All Cash Consideration and any cash in lieu of fractional shares of FVCB Common Stock. In the event of a dispute with respect to ownership of stock represented by any certificate, FVCB and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

(d) FVCB shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and letters of transmittal.

(e) All Colombo Common Stock certificates must be surrendered to the Exchange Agent within six months of the Effective Time. Any former shareholder of Colombo that shall not have properly surrendered his or her certificates within such period, shall thereafter look only to FVCB for the Merger Consideration deliverable in respect of such holders shares of Colombo Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding certificates for shares of Colombo Common Stock are not surrendered or the payment for them is not claimed on or before the day prior to the date on which such cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of FVCB (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Colombo Common Stock represented by any certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. FVCB and the Exchange Agent shall be entitled to rely upon the stock transfer books of Colombo to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Colombo Common Stock represented by any certificate, Colombo and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. The shares of FVCB Common Stock that would otherwise have been issued to such shareholder may, at the option of FVCB, be sold and the net proceeds of such sale, together with the amount of cash into which any of such holder’s shares of Colombo Common Stock have been converted plus any cash in respect of fractional shares and any previously accrued dividends, shall be held by FVCB for such shareholder’s benefit in a non-interest bearing deposit account at FVCB or another depository institution, the deposits of which are insured by the Federal Deposit Insurance Corporation (the “FDIC”), chosen by FVCB in its discretion, and the sole right of such shareholder shall be the right to receive any certificates for FVCB Common Stock which have not been so sold, and to collect cash in such account, without interest. Subject to all applicable laws of escheat, such amounts shall be paid to such former shareholder of Colombo, without interest, upon proper surrender of his or her Common Stock certificates.

(f) FVCB (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Colombo Common Stock such amounts as FVCB or the Exchange Agent are required to deduct and withhold under applicable law. Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Colombo Common Stock in respect of which such deduction and withholding was made by FVCB or the Exchange Agent.

(g) All dollar amounts payable to any shareholder as a result of the payment of cash in lieu of fractional shares pursuant to Section 2.1(b) will be rounded to the nearest cent (with one-half cent being rounded upward), based on the aggregate amount payable for all shares registered in such shareholder’s name.

(h) Following the Effective Time, certificates which formerly represented shares of Colombo Common Stock shall be deemed for all purposes to represent the number of whole shares of FVCB Common Stock into which they have been converted, and/or the right to receive the cash into which they have been converted, except that until exchanged in accordance with the provisions of this Section 2.2, the holders of such shares shall not be entitled to receive dividends or other distributions or payments in respect of FVCB Common Stock.

2.3. Plan of Reorganization . It is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a ‘Plan of Reorganization” as that term is used in Sections 354 and 361 of the Code.

2.4. Appraisal Rights . Notwithstanding anything to the contrary contained in this Agreement, each share of Colombo Common Stock which is issued and outstanding immediately prior to the Effective Time and which is owned by a holder who (i) shall have voted such shares against the Merger, and (ii) pursuant to Maryland Code Annotated, Fin. Inst. Section 3-718 et seq. (the “Dissenters’ Rights Statutes”), duly and validly exercises and perfects his, her or its appraisal rights with respect to such shares of Colombo Common Stock (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but, instead, the holder thereof, with respect to such Dissenting Shares, shall be entitled to payment in cash from FVCB of the appraised value of the Dissenting Shares in accordance with the provisions of the Dissenters’ Rights Statutes. If any such holder shall have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such appraisal rights, each share of Colombo Common Stock of such holder as to which appraisal rights were not duly and validly exercised or perfected, or were effectively withdrawn or lost, shall not be deemed a Dissenting Share and shall automatically be converted into and shall thereafter be exchangeable only for the right to receive the Merger Consideration as provided in this Agreement. Colombo will provide FVCB and FVCbank (a) prompt notice of any written demands received by Colombo for appraisal of shares of Colombo Common Stock, attempted withdrawals of such demands and any other instruments served on and received by Colombo pursuant to Dissenters’ Rights Statutes, and (b) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under Dissenters’ Rights Statutes. Colombo shall not, except with the prior written consent of FVCB and FVCbank, make any payment with respect to any demands for appraisal, settle or offer to settle any such demands, or approve any withdrawal of any such demands.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF FVCB AND FVCBANK

Except as set forth in the disclosure schedule delivered by FVCB and FVCbank to Colombo prior to the date hereof (the “FVCB Disclosure Schedule”), FVCB and FVCbank represent and warrant to Colombo Bank as set forth below, provided , that (a) the mere inclusion of an item in the FVCB Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by FVCB or FVCbank that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a material adverse effect and (b) any disclosures made with respect to a section of this Article III shall be deemed to qualify (i) any other section of this Article III specifically referenced or cross-referenced and (ii) any other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections:

3.1. Organization, Authority and Minute Books . (a) FVCB is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and has the corporate power and authority to own its properties and assets and to carry on its business as now being conducted and to enter into and carry out its obligations under this Agreement. FVCB is qualified to do business as a foreign corporation in each jurisdiction where such qualification is necessary, except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition or results of operations, of FVCB and its subsidiaries, taken as a whole. FVCB has all necessary governmental authorizations to own or lease its properties and assets, and carry on its

business as now being conducted, with the exception of those authorizations which the failure to obtain would not have a material adverse effect on the business, operations, financial condition or result of operations of FVCB.

(b) FVCbank is a commercial bank duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, and has the corporate power and authority to own its properties and assets and to carry on its business, as now being conducted and to enter into and carry out its obligations under this Agreement. FVCbank is qualified to do business as a foreign corporation in each jurisdiction where such qualification is necessary, except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition or results of operations, of FVCbank. FVCbank has all necessary governmental authorizations to own or lease its properties and assets, and carry on its business as now being conducted, with the exception of those authorizations which the failure to obtain would not have a material adverse effect on the business, operations, assets, financial condition or result of operations of FVCbank. The deposits of FVCbank are insured to the applicable legal limits by the Deposit Insurance Fund of the FDIC and all premiums and assessments required to be paid in connection therewith have been paid when due and no proceeding for the termination of such insurance is pending or to FVCbank’s knowledge threatened. FVCbank received a rating of “Satisfactory” in its most recent examination under the Community Reinvestment Act.

(c) The minute books of FVCB and FVCbank made available to Colombo contain records of meetings held by, and other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, during the period covered by such minute books, which records are complete and accurate in all material respects.

3.2. Capitalization. (a) As of the date hereof, the authorized capital stock of FVCB consists of 20,000,000 shares of common stock, par value $0.01 per share, of which 10,980,707 shares are issued and outstanding, and 1,000,000 of undesignated preferred stock, $0.01 par value per shares of which no shares are issued or outstanding. Additionally, an aggregate of 2,255,628 shares of FVCB Common Stock are reserved for issuance pursuant to FVCB’s Amended and Restated 2008 Stock Plan (the “FVCB 2008 Stock Plan”) and the 1 st Commonwealth Bank of Virginia 2009 Stock Option Plan, assumed by FVCB (the “1 st Commonwealth Plan” and together with the FVCB 2008 Stock Plan, the “FVCB Stock Plans”). As of the date hereof, there are no other shares of capital stock or other equity securities of FVCB outstanding and no other outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of capital stock or other equity security of FVCB, or contracts, commitments, understandings, or arrangements by which FVCB was or may become bound to issue additional shares of its capital stock or other equity security or options, warrants, scrip, rights to purchase or acquire, or securities or rights convertible into or exchangeable for, any additional shares of its capital stock or other equity security, other than the potential sale of additional shares of FVCB stock contemplated by Section 3.22 and Section 7.1(f).

(b) All of the outstanding shares of FVCB Common Stock are duly authorized and validly issued shares of FVCB Common Stock, and are fully paid and nonassessable. When issued in accordance with the provisions of this Agreement, all of the shares of FVCB Common Stock to be issued as Merger Consideration in exchange for shares of Colombo Common Stock will be duly authorized and validly issued shares of FVCB Common Stock and will be fully paid and nonassessable. No shares of FVCB Common Stock have been, and none of the shares of FVCB Common Stock to be issued in exchange for shares of Colombo Common Stock will be, issued in violation of the preemptive or preferential rights of any holder of FVCB capital stock. FVCB has reserved a sufficient number of shares of FVCB Common Stock for the purpose of issuing shares of FVCB Common Stock in accordance with the provisions of Article II hereof. All of the outstanding shares of FVCB Common Stock have been issued pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), and pursuant to effective registrations or qualifications under applicable state securities or blue sky laws, or pursuant to applicable exemptions from such registration or qualification.

(c) As of the date hereof, the authorized capital stock of FVCbank consists of 10,000,000 shares of common stock, par value $5.00 per share, of which 6,490,400 shares are issued and outstanding, and 1,000,000 of undesignated preferred stock, $0.01 par value per shares of which no shares are issued or outstanding. FVCB directly owns all the shares of the outstanding capital stock of FVCbank. No equity securities of FVCbank are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever, relative to, or concerning securities or rights convertible into, or exchangeable for, shares of any class of capital stock or other equity security of FVCbank, and there are no other contracts, commitments, understandings or arrangements by which FVCbank is bound to issue, or FVCB is bound to cause FVCbank to issue, additional shares of

FVCbank’s capital stock or other equity security or options, warrants, scrip, rights to purchase or acquire, or securities or rights convertible into or exchangeable for, any additional shares of its capital stock or other equity security. All of the shares of capital stock of FVCbank so owned by FVCB are fully paid and non-assessable and are owned by it free and clear of any claim, lien, encumbrance or agreement with respect thereto.

3.3. Authorization . (a) The execution, delivery and performance of this Agreement by FVCB and FVCbank and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of FVCB and FVCbank, and no other corporate proceedings on the part of FVCB or FVCbank are necessary to authorize this Agreement and the transactions contemplated hereby. Subject to the approvals of government agencies having regulatory authority over FVCB and FVCbank or the Merger as may be required by statute or regulation, this Agreement is the valid and binding obligation of FVCB and FVCbank, enforceable against them in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors’ rights generally, or the rights of creditors of FDIC insured depository institutions, and subject to general equitable principles which may limit the enforcement of certain remedies.

(b) Neither the execution, delivery and performance of this Agreement by FVCB and FVCbank, nor the consummation of the transactions contemplated hereby, nor compliance by FVCB and FVCbank with any of the provisions of this Agreement, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of FVCB and FVCbank under any of the terms, conditions or provisions of: (x) the Articles of Incorporation or Association or Bylaws (or similar organizational and governing documents) of FVCB and FVCbank, or (y) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FVCB or FVCbank is a party or by which either of them may be bound, or to which FVCB or FVCbank or any of its properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to FVCB or FVCbank or any of their properties or assets.

(c) Other than in connection or in compliance with the applicable provisions of the VSCA, the VFIC, MGCL, MFIC, the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the securities or blue sky laws of the various states and consents, authorizations, approvals or exemptions required under the Federal Deposit Insurance Act (the “FDIA”), the BHCA or any applicable federal or state banking statute or the regulations thereunder (including those relating to mortgage banking, brokerage or lending activities), no notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation by FVCB and FVCbank of the transactions contemplated by this Agreement.

(d) FVCB and FVCbank have no reason to believe that any required regulatory consent or approval will not be received or will be received with conditions or restrictions which Colombo would deem unduly burdensome, or which would have an adverse impact on its capacity to consummate the transactions contemplated hereby.

3.4. Financial Statements . (a) The audited balance sheets of FVCB as of December 31, 2017 and 2016 and the related audited statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for the two years ended December 31, 2017, have been prepared in accordance with GAAP applied on a consistent basis, and present fairly, in all material respects, its financial position and its consolidated results of operations, changes in shareholders’ equity and cash flows. The audited balance sheets of FVCB as of future dates and the related audited statements of operations, changes in shareholders’ equity and cash flows for the periods then ended, which may be provided by FVCB to Colombo subsequent to the date hereof, will be prepared in accordance with GAAP applied on a consistent basis, and will present fairly, in all material respects, its financial position as of such dates and its results of operations, changes in shareholders’ equity and cash flows for such periods. The unaudited interim financial statements which may be provided to Colombo subsequent to the date hereof will be prepared in accordance with GAAP applied on a consistent basis, and will present fairly, in all material respects, the consolidated financial position of FVCB at the dates and the consolidated results of operations changes in shareholders’ equity and cash flows of FVCB for the periods stated therein. Together, the audited and unaudited financial statements referred to in this Section 3.4 are referred to as the “FVCB Financial Statements.”

(b) Without limitation of the foregoing, the allowances for loan losses reflected in the statements of financial condition included in the FVCB Financial Statements were calculated in accordance with GAAP; and no facts have subsequently come to the knowledge of FVCB which would cause it to restate in any material way the amount of the allowance for loan losses as of any such date.

(c) Since December 31, 2014 (i) FVCB has not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, written or oral, regarding the accounting or auditing practices, or internal procedures or accounting controls, methodologies or methods of FVCB, including but not limited to any complaint, allegation, assertion or claim that FVCB has engaged in any questionable accounting or auditing practice, or regarding any violation of the securities laws; and (ii) no attorney representing FVCB has reported to its Board of Directors, committee thereof, any member thereof or any executive officer, evidence of a material violation of the securities or banking laws, breach of fiduciary duty or similar violation by FVCB or its officers, directors, employees or agents.

The records, systems, controls, data and information of FVCB and its subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of FVCB or its accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. FVCB has established and maintains a system of internal control over financial reporting that pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of FVCB’s assets, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that FVCB’s receipts and expenditures are being made only in accordance with authorizations of FVCB’s management and Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of FVCB’s assets that could have a material effect on the financial statements. Such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of FVCB’s financial reporting and the preparation of FVCB’s financial statements for external purposes in accordance with GAAP. FVCB has no knowledge of (i) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in FVCB’s or FVCbank’s internal control over financial reporting. FVCB (A) has implemented and maintains disclosure controls and procedures reasonably designed and maintained to ensure that material information relating to FVCB is made known to the Chief Executive Officer and the Chief Financial Officer of FVCB by others within FVCB and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to FVCB’s outside auditors and the audit committee of FVCB’s Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect FVCB’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in FVCB’s internal controls over financial reporting. These disclosures were made in writing by management to FVCB’s auditors and audit committee and a copy has previously been made available to Colombo. Such disclosure controls and procedures are effective for the purposes for which they were established. FVCB and the FVCbank are not subject to the Sarbanes-Oxley Act of 2002, as amended, and nothing contained in this Section 3.4(c) shall be construed as a representation that the internal accounting controls of FVCB and FVCbank are, or would be, in compliance in all respects with those required by the Sarbanes-Oxley Act of 2002, as amended, or Section 363.2(b)(3) of the FDIC’s regulations.

3.5 Books of Account; Corporate Records . The books of account of FVCB and FVCbank are maintained in compliance in all material respects with all applicable legal and accounting requirements. Not in limitation of the foregoing, the books and records of account of FVCB and FVCbank contain sufficient information, in reasonably accessible form and format, to enable it to conduct business in the ordinary course with respect to the assets and liabilities of FVCB and FVCbank, including but not limited to information which would enable it to make any required filings under the Bank Secrecy Act and regulations promulgated thereunder.

3.6. Regulatory Reports. (a) Since December 31, 2014, FVCB and FVCbank have timely filed, and subsequent to the date hereof will timely file, all reports, registrations and statements, if any, together with any amendments required to be made with respect thereto, that were and are required to be filed with (i) the SEC, (ii) the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), (iii) the FDIC, and (iv) the SCC (all such reports and statements are collectively referred to herein as the “FVCB Reports”). As of their respective dates, the FVCB Reports complied and will comply in all material respects with all the statutes, rules and regulations enforced or

promulgated by the regulatory authority with which they were filed and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

(b) As of the date of this Agreement, FVCB is not currently required to file reports with the SEC or its primary federal banking regulator pursuant to Section 13 or 15(d) of the Exchange Act. FVCB is not aware of any form or manner of holding shares of FVCB Common Stock which is used primarily to circumvent the provisions of Section 12(g) or 15(d) of the Exchange Act. As of the date of this Agreement, FVCB has never filed a registration statement under the Securities Act or the Exchange Act, nor has it been required to do so.

(c) Each prospectus, offering circular, private placement memorandum or other securities offering document used by FVCB in connection with the sale of FVCB Common Stock, and all other sales documentation relating thereto, did not contain any untrue or misleading statement of a material fact, and did not omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

3.7. FVCB Subsidiaries . Other than FVCbank, FVCB does not currently have, and since its organization has not had, any subsidiaries, and FVCbank does not currently have, and since its organization has not had, any subsidiaries.

3.8. Absence of Material Adverse Changes. Since December 31, 2017, there has not been any change in the nature of the business, results of operations, assets, financial condition, method of accounting or accounting practice, or manner or conduct of the business of FVCB and FVCbank that has had, or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations, assets, financial condition or results of operations of FVCB and FVCbank, taken as a whole, or on the ability of FVCB and FVCbank to consummate the transactions contemplated hereby.

3.9. Litigation and Other Proceedings . (a) Neither FVCB nor FVCbank is a party to any pending, or, to the knowledge of FVCB and FVCbank, threatened claim, action, suit, investigation or proceeding or subject to any order, judgment or decree, except for matters which, in the aggregate, cannot reasonably be anticipated to have a material adverse effect on the capacity of FVCB and FVCbank to consummate the transactions contemplated hereby or the financial condition, results of operations, business, or properties of FVCB and FVCbank, taken as a whole, and, to the knowledge of FVCB and FVCbank, there is no basis for any of the foregoing.

(b) As of the date hereof, there is no material injunction, order, judgement or decree imposed upon FVCB or FVCbank or the assets of FVCB or FVCbank, and neither FVCB nor FVCbank has been advised of the threat of any such action, other than any such injunction, order, judgement or decree that is generally applicable to all persons or entities in businesses similar to that of FVCB and FVCbank.

3.10. Proxy Statement, Etc . None of the information supplied or to be supplied by and relating to, FVCB and FVCbank, for inclusion, or included, in (i) the Proxy Statement (as defined in Section 5.3 below) to be mailed to the shareholders of Colombo in connection with the Colombo Shareholder Meeting (as defined in Section 5.3 below), (ii) in the Offering Materials (as defined in Section 6.2(a) below); or (iii) any other documents to be filed with any regulatory agency in connection with the transactions contemplated hereby will, at the respective times such information is supplied or such documents are filed or mailed, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. All documents which FVCB is responsible for filing with any regulatory agency in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law.

3.11. Tax Treatment. FVCB has not taken or agreed to take any action, or has knowledge of any fact or circumstance, that would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code.

3.12. Taxes . (a) FVCB and FVCbank have duly and timely filed (taking into account permitted extensions), or will file, all federal, state, local and foreign Tax Returns (“FVCB Returns”) required by applicable law to be filed on or before the Effective Time (all such FVCB Returns being accurate and complete in all material respects), and have paid or have set up adequate reserves or accruals for the payment of all Taxes required to be paid in respect of the periods covered by such FVCB Returns, and will pay, or where payment is not yet due, will set up adequate reserves or accruals adequate in all material respects for the payment of all Taxes for any subsequent

periods ending on or prior to the Effective Time or any portion of a subsequent period which includes the Effective Time and ends subsequent thereto. Each of FVCB and FVCbank reasonably believes that it does not have, nor will it have any material liability for any such Taxes in excess of the amounts so paid or reserved or accruals so established. Neither of FVCB and FVCbank is delinquent in the payment of any material Tax, assessment or governmental charge and has not requested any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed.

(b) No material deficiencies for any Tax, assessment or governmental charge have been assessed (tentatively or definitively) or, to FVCB’s and FVCbank’s knowledge, proposed or asserted, against FVCB or FVCbank which have not been settled and paid and, as of the date of this Agreement, no requests for waivers of the time to assess any Tax, or waivers of the statutory period of limitation, are pending or have been granted, and FVCB and FVCbank do not have in effect any currently effective power of attorney or authorization to any person to represent it in connection with any Taxes. No issue has been raised with FVCB or FVCbank by any federal, state, local or foreign taxing authority in connection with an audit or examination of the FVCB Returns, or the business or properties of FVCB and FVCbank which has not been settled, resolved and fully satisfied. No claim has ever been made by any taxing authority in a jurisdiction where FVCB or FVCbank do not file Tax Returns that FVCB or FVCbank is or may be subject to taxation by that jurisdiction.

(c) Each of FVCB and FVCbank has withheld or collected from each payment made to its employees the amount of all Taxes (including but not limited to federal income taxes, Federal Insurance Contributions Act (“FICA”) taxes and federal unemployment taxes) required to be withheld or collected therefrom, and have paid the same to the proper tax officers or authorized depositories.

(d) FVCB and FVCbank do not have any liability for the Taxes of any other person (including any former subsidiary of FVCB or FVCbank) under 26 CFR 1.1502-6 (or similar provision of federal, state or local law) as a successor, transferee, by contract or otherwise, with respect to tax years ending after December 31, 2014. Neither FVCB nor FVCbank is a party to or bound by any Tax sharing, allocation or indemnification agreements.

(e) For the purpose of this Agreement, the term “Tax” shall mean (i) any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or add-on minimum, ad valorem, value added, transfer or excise tax, windfall profit, severance, production, stamp or environmental tax or (ii) any other charge in the nature of tax, together with any interest or penalty, addition to tax or additional amount imposed by any taxing authority or any governmental body, in each case whether disputed or not.

(f) For the purposes of this Agreement, the term “Tax Return” shall mean any return, report or statement required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

3.13. Loans . (a) Each of the loans, including loans held for sale (“Loans”), of FVCbank: (i) is evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and what they purport to be; (ii) to the extent secured, has been secured by valid liens or security interests which have been perfected; and (iii) represents the legal, valid and binding obligation of the borrowers named therein, enforceable in accordance with its terms (including the validity, perfection and enforceability of any lien, security interest or other encumbrance relating to such Loan), except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, or the rights of creditors of FDIC insured depository institutions, and subject to general principles of equity which may limit the enforcement of certain remedies.

(b) Each Loan of FVCbank was made in material compliance with the provisions of applicable law and regulation, including but not limited to the Real Estate Settlement Practices Act (“RESPA”), the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, and the regulations promulgated thereunder.

(c) No default (including any event or circumstance which with the passage of time or the giving of notice or both would constitute a default) in respect of any material provision (including any default in payment) of any Loan of FVCbank exists, and FVCB and FVCbank has no knowledge of any borrower’s inability to repay any of such Loans when due, whether or not such borrower is currently in default, except as reflected on FVCbank’s classified

asset schedule. A copy of FVCbank’s classified asset schedule is included in Section 3.13(c) to the FVCB Disclosure Schedule.

3.14. Absence of Undisclosed Liabilities . Except as (i) reflected, noted and/or adequately reserved against in the FVCB Financial Statements as of December 31, 2017, and (ii) incurred since December 31, 2017 in the ordinary course of business consistent with past practice, neither FVCB nor FVCbank has any material liabilities (whether accrued, absolute, contingent or otherwise) which were required to be reflected, noted or reserved against in the balance sheet included therein under GAAP.

3.15. Compliance with Laws. (a) Each of FVCB and FVCbank has all permits, licenses, certificates of authority, orders and approvals of, and have made all filings, applications and registrations with, federal, state, local or foreign governmental or regulatory bodies that are required in order to permit them to carry on their business as presently conducted and the absence of which would have a material adverse effect on such business; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect, and, to the knowledge of FVCB and FVCbank, no suspension or cancellation of any of them is threatened; and all such filings, applications and registrations are current. Each of FVCB and FVCbank is in compliance in all material respects with all applicable federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, the USA Patriot Act, RESPA, the Flood Disaster Protection Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, anti-money laundering, foreign corrupt practices, suspicious activity reporting and similar matters, other than instances of non-compliance which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, operations, assets, financial condition or results of operations of FVCB and FVCbank, taken as a whole. None of FVCB and FVCbank is in default under any order, license, regulation or demand of any federal, state, local or other governmental agency or with respect to any order, writ, injunction or decree of any court, other than instances of default which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, operations, assets, financial condition or results of operations of FVCB and FVCbank, taken as a whole.

(b) Except for statutory or regulatory restrictions of general application, no federal, state, local or other governmental authority has placed any restrictions on the business of FVCB or FVCbank which reasonably could be expected to have a material adverse effect on the business of FVCB and FVCbank, taken as a whole. None of FVCB and FVCbank is a party or subject to any order, decree, written agreement, memorandum of understanding or similar arrangement with, or a commitment letter, supervisory letter or similar submission or application to, or extraordinary supervisory letter from, any such governmental authority, and none of FVCB and FVCbank has been advised that any such governmental authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, written agreement, memorandum of understanding, commitment letter, supervisory letter or similar arrangement or submission or application.

3.16 Consents. Except for the approval by the requisite vote of holders of Colombo Common Stock, the governmental approvals referred to in Section 3.3 and as set forth in Section 3.16 to the FVCB Disclosure Schedule, no consent, permission, acquiescence, approval, or authorization of or by any third party is required to permit FVCB and FVCbank to consummate the transactions contemplated hereby.

3.17 Environmental Matters. No environmental contaminant, pollutant, petroleum product, toxic or hazardous waste or similar or like substance being or having been generated, used, stored, processed, disposed of, discharged at, or being or having been otherwise present, in violation of any local, state, or federal environmental statute, regulation, rule or ordinance, at any real estate now or previously owned or acquired (including without limitation any real estate acquired by means of foreclosure, transfer in lieu of foreclosure or by exercise of any other creditor’s right) or leased by FVCB or FVCbank, or any real estate which is pledged or stands as collateral security for any Loan or other extension of credit by FVCbank, where such violation would reasonably be expected to have a material adverse effect on the value of the property to FVCB and FVCbank. None of FVCB and FVCbank has received written notice of, nor to the knowledge of FVCB and FVCbank has FVCB or FVCbank received an overt threat of, any legal, administrative, arbitral or other proceeding, claim, action, cause of action or governmental proceeding or investigation of any nature whatsoever, seeking to impose, or that could result in the imposition on FVCB or FVCbank of any liability arising under any local, state, or federal environmental statute, regulation, rule or ordinance, and neither FVCB nor FVCbank is subject to any agreement, order, judgment, decree or memorandum of any court, governmental authority, regulatory agency or third party imposing any such liability.

3.18. Brokers and Finders . Except for the fee set forth in Section 3.18 of the FVCB Disclosure Schedule payable to Sandler O’Neill & Partners, L.P., neither FVCB, FVCbank, nor any of their respective officers, directors, employees or to the knowledge of FVCB, shareholders, has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted, directly or indirectly, for FVCB or FVCbank, in connection with this Agreement or the transactions contemplated hereby.

3.19. Insurance . All policies of insurance maintained by FVCB and FVCbank are in full force and effect and no notices of cancellation have been received in connection therewith. Such policies are in accordance with customary and reasonable practice in the banking industry in respect of amounts, types and risks insured, for the business in which FVCB and FVCbank is engaged, and, except as would not cause a material adverse effect on FVCB and FVCbank, taken as a whole, are sufficient for compliance with all legal requirements and all agreements to which FVCB or FVCbank is a party. None of FVCB and FVCbank is in default with respect to any such policy which defaults are material to FVCB and FVCbank, taken as a whole.

3.20. Properties and Leases . Except as may be reflected in the FVCB Financial Statements, except for any lien for current taxes not yet delinquent, and except for imperfections of title, encumbrances and easements, if any, as are not material in character, amount or extent and do not materially detract from the value, or interfere with the present or proposed use of, such properties or assets, FVCB and FVCbank has good title, free and clear of any liens, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the balance sheet of FVCB as of December 31, 2017, and all personal and real property acquired since such date, except such personal and real property as has been disposed of for fair value in the ordinary course of business. All leases pursuant to which each of FVCB and FVCbank, as lessee, leases real property, are valid and effective in accordance with their respective terms, and there is not, under any of such real property leases, any existing material default by FVCB or FVCbank or any event which with notice or lapse of time or both would constitute a material default by FVCB or FVCbank.

3.21. Regulatory Capitalization. FVCbank is “well capitalized” as such term is defined in the applicable federal rules and regulations.

3.22 Financial Ability . FVCB will have available to it at the Effective Time, the financial ability to consummate the Merger and cash available to pay the Cash Consideration to stockholders of Colombo pursuant to the terms of this Agreement. Prior to the Effective Time, FVCB shall have received at least $10.0 million in proceeds (i) from the sale of FVCB Common Stock, or, to the extent deemed necessary or appropriate by FVCB from a loan or the sale of debt securities of FVCB or FVCB preferred stock, or (ii) from one or more alternative sources of financing on terms and conditions that are reasonably acceptable to FVCB (“Financing Commitment”).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF COLOMBO

Except as set forth in the disclosure schedule delivered by Colombo to FVCB and FVCbank prior to the date hereof (the “Colombo Disclosure Schedule”), Colombo represents and warrants to FVCB and FVCbank as set forth below, provided , that (a) the mere inclusion of an item in the Colombo Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Colombo that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a material adverse effect and (b) any disclosures made with respect to a section of this Article IV shall be deemed to qualify (i) any other section of this Article IV specifically referenced or cross-referenced and (ii) any other sections of this Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections:

4.1. Organization, Authority and Minute Books . (a) Colombo is a commercial bank duly organized, validly existing and in good standing under the laws of the State of Maryland. Colombo has the corporate power and authority to own its properties and assets and to carry on its business as now being conducted and to enter into and carry out its obligations under this Agreement. Colombo is qualified to do business as a foreign corporation in each jurisdiction where such qualification is necessary, except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition or results of operations, of Colombo. Colombo has all necessary governmental authorizations to own or lease its properties and assets, and carry on its business as now being conducted, with the exception of those authorizations which the failure to obtain would not have a material adverse effect

on the business, operations, assets, financial condition or result of operations of Colombo. The deposits of Colombo are insured to the applicable legal limits by the Deposit Insurance Fund of the FDIC and all premiums and assessments required to be paid in connection therewith have been paid when due and no proceeding for the termination of such insurance is pending or to Colombo’s knowledge threatened. Colombo received a rating of “Satisfactory” in its most recent examination under the Community Reinvestment Act.

(c) The minute books of Colombo made available to FVCB and FVCbank contain records of meetings held by, and other corporate or similar actions of its shareholders and board of directors (including committees of the board of directors) or other governing body, during the period covered by such minute books, which records are complete and accurate in all material respects.

4.2. Subsidiaries . Colombo has one inactive subsidiary, 1600 E. Gude LLC. Since its organization, it has had no other subsidiaries.

4.3. Capitalization of Colombo . (a) As of the date hereof, the authorized capital stock of Colombo consists of 379,172,908 shares of Colombo Common Stock, par value $0.01 per share, of which 344,248,084 shares are issued and outstanding and 500,000 shares of undesignated preferred stock, of which no shares are issued or outstanding. There are no other shares of capital stock or other equity securities of Colombo outstanding. There are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of capital stock or other equity security of Colombo, or contracts, commitments, understandings, or arrangements by which Colombo was or may become bound to issue additional shares of its capital stock or other equity security or options, warrants, scrip, rights to purchase or acquire, or securities or rights convertible into or exchangeable for, any additional shares of its capital stock or other equity security.

(b) All of the outstanding shares of Colombo Common Stock are duly authorized and validly issued, and are fully paid and nonassessable. No shares of Colombo Common Stock have been issued in violation of the preemptive or preferential rights of any holder of Colombo capital stock. To the best knowledge of Colombo, all of the outstanding shares of Colombo Common Stock have been issued pursuant to the then applicable regulations of the Office of Thrift Supervision, and pursuant to effective registrations or qualifications under applicable state securities or blue sky laws.

(c) Each share of Colombo Common Stock is entitled to one vote on each matter submitted to the vote of shareholders of Colombo. No holder of Colombo Common Stock has had the right to vote any shares of Colombo Common Stock restricted, limited or eliminated as a result of the operation of any provision of the articles or certificate of incorporation or bylaws of Colombo, or any provision of law, including any “antitakeover,” “fair price,” “moratorium,” “affiliate transaction”, “control share acquisition”, “scaled voting,” or similar laws or regulations (“Takeover Laws”).

4.4. Authorization . (a) The execution, delivery and performance of this Agreement by Colombo and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Colombo, and except for the approval by the shareholders of Colombo, no other corporate proceedings on the part of Colombo are necessary to authorize this Agreement and the transactions contemplated hereby. Subject to shareholder approval and the approvals of government agencies having regulatory authority over Colombo or the Merger as may be required by statute or regulation, this Agreement is a valid and binding obligation of Colombo enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors’ rights generally, or the rights of creditors of FDIC insured depository institutions, and subject to general equitable principles which may limit the enforcement of certain remedies.

(b) Neither the execution, delivery and performance of this Agreement by Colombo, nor the consummation of the transactions contemplated hereby, nor compliance by Colombo with any of the provisions of this Agreement, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Colombo, or result in the creation in any person of a right to require Colombo to repurchase any asset from, or to reimburse, indemnify or hold harmless, or otherwise assume liability with respect to any loss, liability or expense incurred by, such person, or create any obligation of Colombo to do any of the foregoing, under the terms, conditions or provisions of: (x) its Articles of Incorporation or Bylaws or similar organizational or governing document, or (y) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement (including any mortgage loan investor, purchase, sale or correspondent agreement) or other instrument or

obligation to which Colombo is a party or may be bound, or to which Colombo or any of its properties or assets may be subject; or (ii) subject to compliance with the statutes and regulations referred to in Section 4.4(c), violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Colombo.

(c) Other than in connection or in compliance with the applicable provisions of the VSCA, the VFIC, MGCL, MFIC, the Securities Act, the Securities Exchange Act, the securities or blue sky laws of the various states and consents, authorizations, approvals or exemptions required under the FDIA, the BHCA or any applicable federal or state banking statute or the regulations thereunder (including those relating to mortgage banking, brokerage or lending activities), no notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation by Colombo of the transactions contemplated by this Agreement.

(d) Colombo has no reason to believe that any required regulatory consent or approval will not be received or will be received with conditions or restrictions which would have a material adverse affect on Colombo or the value of the Merger to FVCB or FVCbank.

4.5. Colombo Financial Statements . (a) The (i) audited balance sheets of Colombo as of December 31, 2017 and 2016 and the related audited statements of operations, changes in shareholders’ equity, and cash flows for the two years ended December 31, 2017, have been prepared in accordance with GAAP applied on a consistent basis, and present fairly, in all material respects, its financial position and its results of operations, changes in shareholders’ equity and cash flows. The audited balance sheets of Colombo as of future dates and the related audited statements of operations, changes in shareholders’ equity and cash flows for the periods then ended, which may be provided by Colombo to FVCB and FVCbank subsequent to the date hereof, will be prepared in accordance with GAAP applied on a consistent basis, and will present fairly, in all material respects, its financial position as of such dates and its results of operations, changes in shareholders’ equity and cash flows for such periods. The unaudited interim financial statements which may be provided to FVCB and FVCbank subsequent to the date hereof will be prepared in accordance with GAAP applied on a consistent basis, and will present fairly, in all material respects, the financial position of Colombo at the dates, and the consolidated results of operations, changes in shareholders’ equity and cash flows of Colombo for the periods stated therein. Together, the audited and unaudited financial statements referred to in this Section 4.5 are referred to as the “Colombo Financial Statements.”

(b) Without limitation of the foregoing, the allowances for loan losses reflected in the statements of financial condition included in the Colombo Financial Statements were calculated in accordance with GAAP; and no facts have subsequently come to the knowledge of Colombo which would cause it to restate in any material way the amount of the allowance for loan losses as of any such date. Colombo was not required under GAAP to establish a reserve for any contingency other than those included in the Colombo Financial Statements as of such dates.

(c) Since December 31, 2014 (i) Colombo has not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, written or oral, regarding the accounting or auditing practices, or internal procedures or accounting controls, methodologies or methods of Colombo, including but not limited to any complaint, allegation, assertion or claim that Colombo has engaged in any questionable accounting or auditing practice, or regarding any violation of the securities laws; and (ii) no attorney representing Colombo has reported to its Board of Directors, committee thereof, any member thereof or any executive officer, evidence of a material violation of the securities or banking laws, breach of fiduciary duty or similar violation by Colombo or any of its officers, directors, employees or agents.

The records, systems, controls, data and information of Colombo are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Colombo or its accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. Colombo has established and maintains a system of internal control over financial reporting that pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of Colombo’s assets, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Colombo’s receipts and expenditures are being made only in accordance with authorizations of Colombo’s management and Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Colombo’s assets that could have a material effect on the financial statements. Such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of Colombo’s financial reporting and the preparation of Colombo’s financial statements for external purposes in accordance with GAAP. Colombo has no knowledge of (i) any significant deficiencies or material weaknesses in the design or operation of its internal control over

financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in Colombo’s internal control over financial reporting. Colombo (A) has implemented and maintains disclosure controls and procedures reasonably designed and maintained to ensure that material information relating to Colombo is made known to the Chief Executive Officer and the Chief Financial Officer of Colombo by others within Colombo and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Colombo’s outside auditors and the audit committee of Colombo’s Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Colombo’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Colombo’s internal controls over financial reporting. These disclosures were made in writing by management to Colombo’s auditors and audit committee and a copy has previously been made available to FVCB. Such disclosure controls and procedures are effective for the purposes for which they were established. Colombo is not subject to the Sarbanes-Oxley Act of 2002, as amended, or Section 363.2(b)(3) of the FDIC regulations (12 CFR §363.5), and nothing contained in this Section 3.4(c) shall be construed as a representation that the internal accounting controls of Colombo is, or would be, in compliance in all respects with those required by the Sarbanes-Oxley Act of 2002, as amended, or Section 363.2(b)(3) of the FDIC’s regulations.

4.6. Books of Account; Corporate Records . The books of account of Colombo are maintained in compliance in all material respects with all applicable legal and accounting requirements. Not in limitation of the foregoing, the books and records of account of Colombo contain sufficient information, in reasonably accessible form and format, to enable it to conduct business in the ordinary course with respect to the assets and liabilities of Colombo, including but not limited to information which would enable it to make any required filings under the Bank Secrecy Act and regulations promulgated thereunder.

4.7. Colombo Reports . (a) Since December 31, 2014, Colombo had filed, since that date has timely filed, and subsequent to the date hereof will timely file, all reports, registrations and statements, if any, together with any amendments required to be made with respect thereto, that were and are required to be filed with: (i) the SDAT; (ii) the FDIC; (iii) and the SEC (all such reports and statements are collectively referred to herein as the “Colombo Reports”). As of their respective dates, the Colombo Reports complied and will comply in all material respects with all the statutes, rules and regulations enforced or promulgated by the regulatory authority with which they were filed and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

(b) As of December 31, 2015, 2016 and 2017, Colombo Common Stock was held by fewer than 2,000 holders of record, as calculated in accordance with Rule 12g5-1 promulgated under the Exchange Act. Colombo is not aware of any form or manner of holding shares of Colombo Common Stock which is used primarily to circumvent the provisions of Section 12(g) or 15(d) of the Exchange Act. Colombo is not currently required to file reports with the SEC or its primary federal banking regulator pursuant to Section 13 or 15(d) of the Exchange Act. To the best knowledge of Colombo, Colombo has never filed a registration statement under the Securities Act or the Exchange Act, or is or was required to do so.

(c) Each registration statement, prospectus, offering circular, private placement memorandum or other securities offering document used by Colombo in connection with the sale of Colombo Common Stock, and all other sales documentation relating thereto, did not contain any untrue or misleading statement of a material fact, and did not omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

4.8. Absence of Material Adverse Changes . Since December 31, 2017, there has not been any change in the nature of the business, results of operations, assets, financial condition, method of accounting or accounting practice, or manner of conducting the business of Colombo that has had, or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations, assets, financial condition or results of operations of Colombo, or on the ability of Colombo to consummate the transactions contemplated hereby.

4.9. Insurance . All policies of insurance maintained by Colombo, including the identity of the carrier, type of coverage, policy limits, expiration, and claims made within the past three (3) years, are set forth in Section 4.9 of the Colombo Disclosure Schedule. All such policies are in full force and effect and no notices of cancellation have been received in connection therewith. Such policies are in accordance with customary and reasonable practice in the banking

industry in respect of amounts, types and risks insured, for the business in which Colombo is engaged, and, except as would not cause a material adverse effect on the business, operations, assets, financial condition or results of operations of Colombo, or on the ability of Colombo to consummate the transactions contemplated hereby, are sufficient for compliance with all legal requirements and all agreements to which Colombo is a party. Colombo is not in default with respect to any such policy which defaults are material to Colombo.

4.10. Properties, Leases and Other Agreements . Except as may be reflected in the Colombo Financial Statements, except for any lien for current taxes not yet delinquent, and except for imperfections of title, encumbrances and easements, if any, as are not material in character, amount or extent and do not materially detract from the value, or interfere with the present or proposed use of, such properties or assets, Colombo has good title, free and clear of any liens, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the balance sheet of Colombo as of December 31, 2017, and all personal and real property acquired since such date, except such personal and real property as has been disposed of for fair value in the ordinary course of business. All leases pursuant to which Colombo, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default by Colombo or any event which with notice or lapse of time or both would constitute a material default by Colombo. Section 4.10 of the Colombo Disclosure Schedule sets forth a complete list and brief description of all real estate owned or leased by Colombo (including real estate acquired by means of foreclosure, transfer in lieu of foreclosure or by exercise of any creditor’s right), all real estate subleases where Colombo is sublessor, and all personal property having a current book value in excess of $25,000 owned or leased by Colombo. Each item of real estate described in Section 4.10 of the Colombo Disclosure Schedule is in good repair and insurable at market rates; no notice of violation of zoning laws, building or fire codes or other statutes, ordinances or regulations relating to the use or operation by Colombo of such property has been received by Colombo, and Colombo has no knowledge of any such violation; and there are no condemnation or similar proceedings pending or, to Colombo’s knowledge, threatened against any such property or any portion thereof.

4.11. Taxes . (a) Except as set forth on Section 4.11(a) of the Colombo Disclosure Schedule, Colombo has duly and timely filed (taking into account permitted extensions), or will file, all federal, state, local and foreign Tax Returns (“Colombo Returns”) required by applicable law to be filed on or before the Effective Time (all such Colombo Returns being accurate and complete in all material respects), and has paid or has set up adequate reserves or accruals for the payment of all Taxes required to be paid in respect of the periods covered by such Colombo Returns, and where payment is not yet due, will pay or will establish in accordance with GAAP adequate reserves or accruals adequate in all material respects for the payment of all material Taxes for any subsequent periods ending on or prior to the Effective Time or any portion of a subsequent period which includes the Effective Time and ends subsequent thereto. Colombo reasonably believes that it does not have and will not have any material liability for any such Taxes in excess of the amounts so paid or reserved or accruals so established. Colombo is not delinquent in the payment of any material Tax, assessment or governmental charge and has not requested any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed.

(b) No material deficiencies for any Tax, assessment or governmental charge have been assessed (tentatively or definitively), or to Colombo’s knowledge, proposed or asserted, against Colombo which have not been settled and paid and, as of the date of this Agreement, no requests for waivers of the time to assess any tax, or waivers of the statutory period of limitation, are pending or have been granted, and Colombo does not have in effect any currently effective power of attorney or authorization to any person to represent it in connection with any Taxes. No issue has been raised with Colombo by any federal, state, local or foreign taxing authority in connection with an audit or examination of the Colombo Returns, or the business or properties of Colombo which has not been settled, resolved and fully satisfied. No claim has ever been made by any taxing authority in a jurisdiction where Colombo does not file Tax Returns that Colombo is or may be subject to taxation by that jurisdiction.

(c) There are no joint ventures, partnerships, limited liabilities companies, or other arrangements or contracts to which Colombo is a party and that could be treated as a partnership for federal income Tax purposes.

(d) Colombo has not been included in any “consolidated,” “unitary” or “combined” Tax Return provided for under applicable law with respect to taxes for any taxable period for which the statute of limitations has not expired.

(e) Colombo has withheld or collected from each payment made to its employees the amount of all taxes (including but not limited to federal income Taxes, FICA Taxes and federal unemployment Taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax officers or authorized depositories.

(f) Colombo does not have any liability for the Taxes of any other person (including any former subsidiary of Colombo), under Treasury Regulation Section 1.1502-6 (or similar provision of federal, state or local law) as a successor, transferee, by contract or otherwise, and Colombo is not a party to or bound by any Tax sharing or allocation agreements.

(g) Colombo will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any of the following that occurred or exists on or prior to the Effective Time: (a) a “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) executed prior to the Effective Time, (b) an installment sale or open transaction disposition made on or prior to the Effective Time, (c) a prepaid amount received on or prior to the Effective Time, (d) an intercompany item under Treasury Regulation Section 1.1502-13 or an excess loss account under Treasury Regulation Section 1.1502-19, or (e) change in the accounting method of Colombo pursuant to Section 481 of the Code or any similar provision of the Code or the corresponding tax laws of any nation, state or locality.

(h) During the five year period ending on the date hereof, Colombo was not a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code.

(i) Colombo has not participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(j) Colombo is not and has not been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(k) Colombo has delivered to FVCB and FVCbank true and complete copies of all income Tax Returns of Colombo for taxable periods ending on or after December 31, 2015.

(l) Colombo does not have and has never had a “permanent establishment” in any foreign country, as such term is defined in any applicable Tax treaty or convention between the United States and such foreign country, nor has Colombo otherwise taken steps that have exposed, or will expose Colombo to the taxing jurisdiction of a foreign country.

(m) Colombo has not obtained a private letter ruling or closing agreement from the Internal Revenue Service (or any comparable ruling from any other taxing authority).

(n) The amounts set forth on Schedule 4.11(n) hereto accurately reflect the amount of Colombo’s estimated bad debt reserves as of the Closing Date.

(o) Colombo has not requested, received or executed with any taxing authority any ruling or binding agreement which could have a material adverse effect in a post-Closing period on the business, operations, assets, financial condition or results of operations of Colombo, or on the ability of Colombo to consummate the transactions contemplated hereby.

4.12. Fiduciary Activities . Colombo is not directly or indirectly engaged in any fiduciary or custodial activities of the type which would require permission of the SCC for FVCbank to engage in.

4.13. Intellectual Property; IT Systems; Privacy . (a) Colombo owns or possesses the right, free of the claims of any third party, to use all material trademarks, service marks, trade names, copyrights, patents, and licenses currently used by them in the conduct of their respective businesses, each of which is described in Section 4.13 of the Colombo Disclosure Schedule. No material product or service offered and no material trademark, service mark, trade name, copyright, patent, and license or similar right used by Colombo infringed or infringes any rights of any other person, and, as of the date hereof, Colombo has not received written or oral notice of any claim of such infringement. Colombo is not, and as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder will not be, in violation of any material licenses, sublicenses and other agreements as to which Colombo is a party and pursuant to which Colombo is authorized to use any third-party patents, trademarks, service marks, and copyrights, which violation would reasonably be expected to have a material adverse effect on the business, operations, assets, financial condition or results of operations, of Colombo.

(b) All information technology and computer systems and services (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of Colombo’s business (collectively, “Colombo IT Systems”) have been properly maintained, stored, operated and processed by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards prudent in the industry (including strong passwords), to ensure proper operation, monitoring and use. The Colombo IT Systems are in material compliance with regulatory standards and guidelines as required by applicable Law. Colombo has commercially reasonable disaster recovery plans, procedures and facilities for its business and has taken commercially reasonable steps to safeguard the Colombo IT Systems. The Colombo IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct Colombo’s business.

(c) Colombo has not experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown, cyber or security breach or other failure or deficiency of the Colombo IT Systems. Colombo has taken commercially reasonable measures to provide for the backup and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business.

4.14. Employee Relations . (a) As of the date hereof, Colombo is in all material respects in compliance with all federal and state laws, regulations, and orders respecting employment and employment practices (including Title 7 of the Civil Rights Act of 1964), terms and conditions of employment, and wages and hours, and it is not engaged in any unfair labor practice, and there are no pending, or, to the knowledge of Colombo, threatened actions, suits or proceedings, administrative, arbitral, civil, criminal or otherwise, seeking to impose on Colombo, any penalty, or to recover any damages from Colombo or any person to whom it may be obligated to provide indemnification or defense, as a result of the violation or alleged violation of any of such employment related laws, regulations or orders, and, to the knowledge of Colombo, there is no basis for any of the foregoing. As of the date hereof, no dispute exists between Colombo and any of its employees or employee groups regarding employee organization, wages, hours, or conditions of employment which would materially interfere with the business or operations of Colombo. There are no pending or to the extent of Colombo’s knowledge thereof, threatened, claims by or disputes of employees against Colombo (other than routine benefit claims made in the ordinary course), or by Colombo against any employee. As of the date hereof, there are no labor or collective bargaining agreements (written or oral) binding upon Colombo or to which Colombo is a party, and, except as set forth in Section 4.14(b) of the Colombo Disclosure Schedule, no employment, severance, change in control or consulting agreements binding upon Colombo, or to which Colombo is a party. As of the date hereof, Colombo is not aware of any attempts to organize a collective bargaining unit to represent any of their respective employee groups.

(b) (i) Section 4.14(b) of the Colombo Disclosure Schedule sets forth each employment contract, deferred compensation, non-competition, bonus, stock option, profit sharing, pension, supplemental income, retirement, change in control, severance, bonus, incentive and insurance agreement, arrangement or plan, and any other fringe benefit arrangement applicable to, any current and former employee and director of Colombo (the “Colombo Benefit Plans”). Each Colombo Benefit Plan has been administered, maintained and operated in material accordance with its terms and has complied in all material respects with applicable law.

(ii) No agreement, plan or arrangement disclosed or required to be disclosed in Section 4.14(b) of the Colombo Disclosure Schedule would, as a result of this Agreement or the Merger require Colombo or FVCbank to make any payment in an amount which would constitute an “excess parachute payment” under Section 280G of the Code that will result in the imposition of any tax under Section 4999 of the Code, the nondeductibility of any portion of such payment, or require any “gross up” payment.

(c) Each Colombo Benefit Plan that constitutes a “nonqualified deferred compensation plan” or provides for the payment of “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the regulations and administrative guidance promulgated thereunder (“Section 409A”), complies as to form, and has been operated in material compliance, with Section 409A. The execution, delivery and/or consummation of this Agreement, the Merger, and the transactions contemplated thereby, and the payment or acceleration of the amounts set forth under each Colombo Benefit Plan, shall not result in the payment to any person of any amounts which would violate Section 409A.

4.15. ERISA Plans. (a) Section 4.15(a) of the Colombo Disclosure Schedule sets forth a complete list of the Colombo Benefit Plans and any benefit plans of an Affiliate (as defined in Section 4.16(h)) that are “employee pension benefit plans” within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and that are “employee welfare benefits plans” within the meaning of Section 3(1) of ERISA, maintained for the benefit of the employees or former employees, including any beneficiaries thereof, and directors or former directors of Colombo (the “Colombo ERISA Plans”). Colombo has delivered to FVCB and FVCbank a true and correct copy of each Colombo ERISA Plan and to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter or opinion letter, if applicable; (iii) any summary plan description; (iv) for the 3 most recent years the Form 5500 (annual reports) and attached schedules; and (v) for each of the Colombo ERISA Plans that is a “top hat” plan, a copy of the filing with the U.S. Department of Labor. Other than as set forth in Section 4.15(a) of the Colombo Disclosure Schedule, Colombo does not maintain any plans of the type described in this Section 4.15(a).

(b) All Colombo ERISA Plans have been maintained, funded and administered in compliance in all material respects with all applicable provisions of ERISA, the Code, and all other federal, state, or local laws. The assets of Colombo are not subject to any liens under ERISA or the Code with respect to any Colombo ERISA Plan and no event has occurred, and, to Colombo’s knowledge, no condition exists, which could reasonably be expected to subject Colombo or its assets to a future liability, obligation, or lien arising out of any Colombo ERISA Plan. Any Colombo ERISA Plan that is subject to Title IV of ERISA or that is a multiemployer plan within the meaning of Section 3(37) of ERISA has satisfied the applicable minimum funding standards under Section 302 of ERISA.

(c) All contributions due on or prior to the date hereof to any Colombo ERISA Plan have been paid or provided for in accordance with its terms, ERISA and all other applicable federal and state statutes and regulations. All contributions, payments, fees or expenses relating to each such Colombo ERISA Plans that were deducted by Colombo for income tax purposes were properly deductible in the year claimed.

(d) There are no legal actions, claims (other than routine benefit claims made in the ordinary course), government proceedings or government inquiries, pending or to the knowledge of Colombo, threatened, with respect to any such Colombo ERISA Plans, and Colombo has no knowledge of any fact which could reasonably be expected to give rise to any such legal action, claim, government proceeding or government inquiry. Neither Colombo, nor to the knowledge of Colombo, any other person or entity who or which is a “party in interest” (as defined in Section 3(14) of ERISA) or “disqualified person” (as defined in Section 4975(e)(2) of the Code) has acted or failed to act with respect to any such Colombo ERISA Plans in any manner which constitutes: (1) a breach of fiduciary responsibility under ERISA; (2) a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code; or (3) any other material violation of ERISA or the Code. Colombo is not obligated to indemnify, reimburse, or contribute to the liabilities or expenses of any person or entity who may have committed or been involved in any such fiduciary breach, prohibited transaction, or material violation of ERISA or the Code.

(e) Each Colombo ERISA Plan that was intended to constitute a qualified plan under Section 401(a) of the Code has, at all times, been qualified, in form and operation, under Section 401(a) of the Code (including the adoption of all necessary amendments to maintain such qualification); any related trust is and has, at all times, been exempt from income tax, and nothing has occurred, or failed to occur, which could reasonably be expected to adversely affect the qualification or status of any such plan. All returns, reports, statements, notices, declarations or documents relating to a Colombo ERISA Plan that are required by law to be filed with or furnished to any federal, state, or local governmental agency have been timely filed.

(f) Any Colombo ERISA Plan that is a group health plan (as defined in Section 5000(b)(1) of the Code) has complied in all material respects with the requirements of Sections 601 through 607 of ERISA and Section 4980B of the Code and all other applicable federal, state, and local laws relating to continuation coverage (collectively “COBRA”), and no such plan provides benefits to former employees or their beneficiaries except to the extent required under COBRA. None of the Colombo ERISA Plans is or has been funded by a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code, a “welfare benefit fund” within the meaning of Section 419 of the Code, a “qualified asset account” within the meaning of Section 419A of the Code, or a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

(g) Each Colombo ERISA Plan can be amended, modified, or terminated without participant consent and without additional liability accruing to Colombo after the date of such plan termination. For this purpose, liabilities accrued on or before the date of the Colombo ERISA Plan termination shall be limited to the following: (1) in the case of an employee benefit pension plan (within the meaning of Section 3(2) of ERISA), the participant’s “accrued benefit,” as defined in

Section 3(23) of ERISA; and (2) in the case of an “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA), claims for expenses, costs, or services (including, but not limited to, medical and other health care services) actually performed or incurred before the date of such plan termination. Any prior amendment, modification, or termination of a Colombo ERISA Plan has been made in accordance with the terms of the plan and applicable law.

(h) For purposes of this Section 4.15, the term “Affiliate” means an entity included in the group of entities consisting of Colombo and all other entities that are treated as part of the same controlled group under Section 414(b), (c), (m) or (o) of the Code.

4.16. Contracts; Consents . (a) Except as set forth on Section 4.16 of the Colombo Disclosure Schedule, Colombo is not a party to, and no property or assets of Colombo is subject to any contract, agreement, commitment, lease, sublease, license, arrangement, understanding or instrument (other than Loans) calling for payments in excess of $25,000 over the term of the contract or in any year, or pursuant to which Colombo may sell Loans originated for purposes of sale (collectively “Material Contracts”). Except as set forth on Section 4.16 of the Colombo Disclosure Schedules, each such Material Contract is valid and in full force and effect, and Colombo, and all other parties thereto have in all material respects performed all obligations thereunder required to be performed to date, and are not in material default. Each Material Contract, and each lease or sublease of real property reflected in Section 4.10 to the Colombo Disclosure Schedule, is assumable and assignable without consent of the other party thereto and does not contain any provision increasing or accelerating payments otherwise due, or changing or modifying the provisions or terms of such Material Contract or lease as a result of this Agreement or the transactions contemplated hereby, except as disclosed in Section 4.16 of the Colombo Disclosure Schedule.

(b) Except for the approval by the requisite vote of holders of Colombo Common Stock, the governmental approvals referred to in Section 4.4 and as set forth in Section 4.16 to the Colombo Disclosure Schedule, no consent, permission, acquiescence, approval, or authorization of or by any third party is required to permit Colombo to consummate the transactions contemplated hereby, and for FVCbank to have full use and enjoyment of each asset of Colombo.

4.17. Related Party Transactions . Colombo does not have any contract, extension of credit, business arrangement, depository relationship, or other relationship (written or oral) with (i) any present director or executive officer of Colombo; (ii) any shareholder of Colombo owning 5% or more of the Colombo Common Stock; (iii) any Reg O affiliate of the foregoing, or any “related party” as defined for purposes of Item 404 of Regulation S-K, except as disclosed in Section 4.17 to the Colombo Disclosure Schedule. Each extension of credit disclosed in Section 4.17 to the Colombo Disclosure Schedule has been made in the ordinary course of business, and on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable arms-length transactions, and does not involve more than the normal risk of collectability or present other unfavorable features.

4.18. Loans . (a) Each of the Loans of Colombo: (i) is evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and what they purport to be; (ii) to the extent secured, has been secured by valid liens or security interests which have been perfected; and (iii) represents the legal, valid and binding obligation of the borrowers named therein, enforceable in accordance with its terms (including the validity, perfection and enforceability of any lien, security interest or other encumbrance relating to such Loan), except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, or the rights of creditors of FDIC insured depository institutions, and subject to general principles of equity which may limit the enforcement of certain remedies.

(b) Each Loan of Colombo was made in material compliance with the provisions of applicable law and regulation, including but not limited to the RESPA, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, and the regulations promulgated thereunder.

(c) No default (including any event or circumstance which with the passage of time or the giving of notice or both would constitute a default) in respect of any material provision (including any default in payment) of any Loan of Colombo exists, and Colombo has no knowledge of any borrower’s inability to repay any of such loans when due, whether or not such borrower is currently in default, except as set forth on Colombo’s classified asset schedule. A copy of Colombo’s classified asset schedule is included in Section 4.18(c) to the Colombo Disclosure Schedule.

(d) Colombo is not a party to any oral loan or oral extension of credit.

(e) No Loan of Colombo is secured by shares of Colombo Common Stock or FVCB Common Stock.

(f) Section 4.18(f) of the Colombo Disclosure Schedule identifies each contract or agreement pursuant to which Colombo originates, brokers, assigns or sells Loans originated for the purposes of sale (including Loans to be funded by a party other than Colombo) (“Colombo Sold Loans”).

(g) Colombo has no liability or obligation, and to Colombo’s knowledge, no party has alleged that Colombo has any liability or obligation, to repurchase or reacquire any Loan, or purchase collateral in respect of any Loan (or interest in any Loan) sold by Colombo (whether or not such Loan has subsequently been reacquired by Colombo), or to make any payment on any Colombo Sold Loan, or to make any payment to, reimburse, indemnify or hold harmless, or otherwise assume liability with respect to any loss, liability or expense incurred by, the purchaser (or subsequent purchaser or acquiror) of any Colombo Sold Loan in respect of such Colombo Sold Loan, or is otherwise subject to any liability or recourse in respect of any Colombo Sold Loan. Colombo has no liability to any borrower as a result of the manner in which a Colombo Sold Loan was originated. Section 4.18(g) of the Colombo Disclosure Schedule sets forth detail with respect to any exceptions hereto, including but not limited to the nature and extent of the liability, any limits (in time or dollar amount) on such liability, the basis of such liability, the instrument under which such potential liability arises, the nature and amount of Colombo Sold Loans resulting in such liability and the identity of the party to whom Colombo may have such liability.

(h) No Colombo Sold Loan was originated in violation of the representations and warranties of Colombo contained or incorporated by reference in any contract or agreement pursuant to which such Colombo Sold Loan was sold or assigned, including but not limited to any representation or warranty regarding the absence of fraud, misstatement of a material fact, omission of a material fact or a fact necessary to make the information provided not misleading, regarding the Colombo Sold Loan, the loan collateral, the borrower or the credit-worthiness of borrower, and any representation or warranty of Colombo regarding the absence of any fact, circumstance or condition which would cause, or would reasonably be expected to cause, the purchaser of the Colombo Sold Loan, any subsequent purchaser, securitizer or guarantor of such Colombo Sold Loan (including but not limited to FNMA, FHLMC, GNMA, FHA or the VA) to regard such Colombo Sold Loan as unacceptable as an investment, ineligible for insurance, or which would otherwise cause them to consider the value or marketability of such Colombo Sold Loan to be materially adversely affected.

(i) Colombo does not service any Loan, including any Colombo Sold Loan, for which all or a portion of such Loan is not currently held in portfolio, for any third party. The servicing and collection practices of Colombo with respect to Colombo Sold Loans complied with applicable laws, and was in accordance with the terms and conditions of the agreements pursuant to which such Colombo Sold Loans were sold, whether such servicing was conducted by Colombo or a third party or a servicing agent.

(j) Colombo does not have any Loans outstanding to, or any commitment to lend to, any Marijuana Related Business, or any Loans secured by real or personal property owned by, leased to, or occupied or utilized by a Marijuana Related Business. “Marijuana-Related Business” means any business that grows, produces, buys or sells or otherwise distributes marijuana (a “Marijuana Business”), a business that leases real property or otherwise provides space to a Marijuana Business, or a business that, leases or otherwise provides equipment which is directly used to grow or produce marijuana, or a business the conduct of which would reasonably be anticipated to result in Colombo’s collateral being subject to proceedings under the Civil Asset Forfeiture Act.

4.19. Deposits. Except as reflected in Section 4.19 of the Colombo Disclosure Schedule, none of the deposits of Colombo Bank are “brokered” deposits, as such term is defined in the rules and regulations of the FDIC, or are subject to any lien, encumbrance, legal restraint or other legal process (other than garnishments, pledges, set off rights, escrow limitations and similar actions taken in the ordinary course of business), and no portion of such deposits represents a deposit of any director, executive officer or related interest thereof, of Colombo.

4.20. Environmental Matters . No environmental contaminant, pollutant, petroleum product, toxic or hazardous waste or similar or like substance being or having been generated, used, stored, processed, disposed of, discharged at, or being or having been otherwise present, in violation of any local, state, or federal environmental statute, regulation, rule or ordinance, at any real estate now or previously owned or acquired (including without limitation any real estate acquired by means of foreclosure, transfer in lieu of foreclosure or by exercise of any other creditor’s right) or leased by Colombo, or any real estate which is pledged or stands as collateral security for any Loan or other extension of credit by Colombo, where such violation would reasonably be expected to have a material adverse effect on Colombo.

Colombo has not received written notice of, nor to the knowledge of Colombo has Colombo received an overt threat of, any legal, administrative, arbitral or other proceeding, claim, action, cause of action or governmental proceeding or investigation of any nature whatsoever, seeking to impose, or that could result in the imposition, on Colombo of any liability arising under any local, state, or federal environmental statute, regulation, rule or ordinance, and Colombo is not subject to any agreement, order, judgment, decree or memorandum of any court, governmental authority, regulatory agency or third party imposing any such liability.

4.21. Litigation and Other Proceedings . Colombo is not a party to any pending, or, to the knowledge of Colombo, threatened, claim, action, suit, investigation or proceeding or subject to any order, judgment or decree, except for matters which, in the aggregate, cannot reasonably be anticipated to have a material adverse effect on the ability of Colombo to consummate the transactions contemplated hereby or the financial condition, results of operations, business or properties of Colombo, and to the knowledge of Colombo, there is no basis for any of the foregoing. There are no pending actions, suits, investigations or proceedings to which Colombo is a party or which relate to any portion of its assets, and threatened actions, suits, investigation or proceedings of which Colombo has knowledge, to which Colombo believes it may become a party or which relates to any portion of its assets. Colombo has no knowledge of any pending or threatened action, suit or proceeding which presents a claim to prohibit, restrict or restrain the transactions contemplated hereby.

(b) As of the date hereof, there is no material injunction, order, judgement or decree imposed upon Colombo or the assets of Colombo, and Colombo has not been advised of the threat of any such action, other than any such injunction, order, judgement or decree that is generally applicable to all persons or entities in businesses similar to that of Colombo.

4.22 . Absence of Undisclosed Liabilities . Except as (i) reflected, noted and/or adequately reserved against in the Colombo Financial Statements as of December 31, 2017, and (ii) incurred since December 31, 2017 in the ordinary course of business consistent with past practice, Colombo has no material liabilities (whether accrued, absolute, contingent or otherwise) which were required to be reflected, noted or reserved against in the balance sheet included therein under GAAP.

4.23. Compliance with Laws. (a) Colombo has all permits, licenses, certificates of authority, orders and approvals of, and have made all filings, applications and registrations with, federal, state, local or foreign governmental or regulatory bodies that are required in order to permit them to carry on their business as presently conducted and the absence of which would have a material adverse effect on such business; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect, and, to the knowledge of Colombo, no suspension or cancellation of any of them is threatened; and all such filings, applications and registrations are current. Colombo is in compliance in all material respects with all applicable federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, the USA Patriot Act, RESPA, the Flood Disaster Protection Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, anti-money laundering, foreign corrupt practices, suspicious activity reporting and similar matters, other than instances of non-compliance which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, operations, assets, financial condition or results of operations of Colombo. Colombo is not in default under any order, license, regulation or demand of any federal, state, local or other governmental agency or with respect to any order, writ, injunction or decree of any court, other than instances of default which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, operations, assets, financial condition or results of operations of Colombo.

(b) Except for statutory or regulatory restrictions of general application, no federal, state, local or other governmental authority has placed any restrictions on the business of Colombo which reasonably could be expected to have a material adverse effect on the business of Colombo. Colombo is not a party or subject to any order, decree, written agreement, memorandum of understanding, individual capital requirement or similar arrangement with, or a commitment letter, supervisory letter or similar submission or application to, or extraordinary supervisory letter from, any such governmental authority and Colombo has not been advised that any such governmental authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, written agreement, memorandum of understanding, commitment letter, supervisory letter or similar arrangement or submission or application.

(c) Colombo is not a party to any agreement with any individual or group regarding Community Reinvestment Act (“ CRA ”) matters and Colombo has no knowledge of, nor has Colombo been advised of, or has any reason to believe that any facts or circumstances exist, which would cause Colombo: (a) to be deemed not to be in satisfactory compliance with the CRA, and the regulations promulgated thereunder, or to be assigned a rating for CRA purposes by any regulatory agency of lower than “satisfactory”; (b) to be deemed to be operating in violation of the federal Bank Secrecy Act, as amended, and its implementing regulations (31 C.F.R. Part 103), the USA PATRIOT Act, and the regulations promulgated thereunder, any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering statute, rule or regulation; or (c) to be deemed not to be in satisfactory compliance with the applicable requirements contained in any federal and state privacy or data security laws and regulations, including, without limitation, in Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated thereunder. The Board of Directors of Colombo has adopted and Colombo has implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder.

(d) Neither Colombo, nor, to the knowledge of Colombo, any director, officer, agent, employee, affiliate or other person acting on behalf of Colombo is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any anti-bribery laws, including but not limited to (i) any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997 (the “Convention”), (ii) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and (iii) any other law, rule or regulation of any locality of similar purpose and scope, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the Convention, the FCPA and similar laws, rules or regulations and Colombo, its subsidiaries and affiliates have conducted their businesses in compliance with the Convention, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures reasonably designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith, in all material respects.

(e) Neither Colombo, nor to the knowledge of Colombo, its officers, directors, supervisors, managers, agents, or employees, has violated, any anti-money laundering laws, including but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including, without limitation, Title 18 U.S. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by any intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder, and no action, suit or proceeding by or before any court or Governmental Entity, authority or body or any arbitrator involving Colombo with respect to such anti-money laundering laws is pending or, to the best knowledge of Colombo, threatened. Colombo has instituted and maintains policies and procedures designed to ensure continued compliance with anti-money laundering laws.

(f) None of Colombo, or, to the knowledge of Colombo, any director, officer, agent, employee, affiliate or other person acting on behalf of Colombo is (A) an individual or entity currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“ OFAC ”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”) or (B) located, organized or resident in a country or territory that is the subject of Sanctions.

4.24. Proxy Statement, Etc . None of the information supplied or to be supplied by and relating to Colombo for inclusion, or included, in (i) the Proxy Statement (as defined in Section 5.3 below) to be mailed to the shareholders of Colombo in connection with the Colombo Shareholder Meeting (as defined in Section 5.3 below), (ii) in the Offering Materials (as defined in Section 6.2(a) below) or (iii) any other documents to be filed with the Securities and Exchange Commission (“SEC”), any state securities commission or any other federal or state regulatory agency in connection with the transactions contemplated hereby will, at the respective times such information is supplied or such documents are

filed or mailed, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. All documents which Colombo is responsible for filing with any regulatory agency in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law.

4.25. Anti-Takeover Provisions. Colombo has taken all actions required to exempt it, this Agreement, the Merger and the transactions contemplated hereby, from any provisions of an antitakeover nature contained in its organizational documents or the provisions of any federal or state Takeover Laws.

4.26. Derivative Instruments. Colombo is not a party to any interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar risk management arrangements, whether entered into for the account of Colombo, or for the account of one or more of its customers.

4.27. Tax Treatment. Colombo has not taken or agreed to take any action, or has knowledge of any fact or circumstance, that would prevent the Merger from qualifying as a “reorganization” under Section 368(a)of the Code.

4.28. Fairness Opinion. Colombo has received, on or prior to the date hereof, the written opinion of RP Financial, LC to the effect that the Merger is fair to the shareholders of Colombo, other than Morton A. Bender, his spouse and children, from a financial point of view.

4.29. Brokers and Finders . Except for the fee set forth in Section 4.29 of the Colombo Disclosure Schedule payable to RP Financial, LC, neither Colombo, nor any of its officers, directors, employees, or shareholders has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, which Colombo has any obligation to pay, or to indemnify or reimburse any person for, and no broker or finder has acted, directly or indirectly, for Colombo, in connection with this Agreement or the transactions contemplated hereby.

4.30. No Registration Rights . Colombo has not granted any person the right to require Colombo to register any securities for sale under the Securities Act.

4.31. Regulatory Capitalization . Colombo is “well capitalized” as such term is defined in the applicable federal rules and regulations .

ARTICLE V

CONDUCT OF BUSINESS PRIOR TO THE EFFECTIVE TIME

5.1 Forbearance by Colombo . From the date hereof until the Effective Time, Colombo covenants and agrees that, without the prior written consent of FVCB and FVCbank, which shall not be unreasonably withheld, it will not do, or agree or commit to do, any of the following:

(a) (1) except as in the ordinary course of business consistent with past practice, enter into or assume any Material Contract, make any material commitment, incur any material liabilities or material obligations, whether directly or by way of guaranty, including any obligation for borrowed money whether or not evidenced by a note, bond, debenture or similar instrument, acquire or dispose of any material property or asset, or subject any of Colombo’s assets or properties to any lien, claim, charge or encumbrances whatsoever;

(2) engage in any transaction not in the ordinary course of business, consistent with past practice;

(b) grant any increase in compensation to its employees or officers or directors, or pay any bonus, other than bonuses not in excess of an aggregate of $40,000 pursuant to incentive plans in effect as of the date hereof, which are described in Section 5.1(b) of the Colombo Disclosure Schedule, and which are paid in accordance with past practice, or effect any increase in retirement benefits to any class of employees or its officers (unless any such change shall be required by applicable law);

(c) declare, set aside or pay any dividend or other distribution on any class of its capital stock, whether payable in cash, stock or other property;

(d) redeem, purchase or otherwise acquire any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock; merge into any other corporation or bank or permit any other corporation or bank to merge into it, or consolidate with any other corporation or bank; liquidate, sell or dispose of any assets or acquire any assets, otherwise than in the ordinary course of its business consistent with past practice or as expressly required by this Agreement;

(e) except as set forth in Section 5.1(e) of the Colombo Disclosure Schedule, open, close or relocate any office, branch or banking facility, or acquire, establish or divest any banking or nonbanking facility, or file an application with any federal or other regulatory agency with respect to any of the foregoing;

(f) establish, organize, form, incorporate or acquire any subsidiary, or purchase or acquire shares of capital stock or other ownership interest in any entity, other than as a result of the default of a debt previously contracted;

(g) issue any shares of its capital stock; or issue or grant, or extend or modify the terms of any option, warrant, or other right to acquire Colombo Common Stock;

(h) issue any new or replacement certificate for any shares of Colombo Common Stock purported to have been lost stolen or destroyed, except upon receipt of appropriate affidavits of loss and purchase by the shareholder of an indemnity bond from a third party insurer regularly engaged in the issuance of such bonds;

(i) amend its Articles of Incorporation or Bylaws, or similar documents;

(j) effect any capital reclassification, stock dividend, stock split, consolidation of shares or similar change in capitalization;

(k) take, cause or permit the occurrence of any change or event which would render any of its representations and warranties contained herein untrue in any material respect;

(l) (1) enter into any related party transaction of the type contemplated by Section 4.17 hereof, except for transactions relating to deposit relationships or the extension of credit in the ordinary course of business, on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with unaffiliated parties, and which do not present more than the normal risk of collectability or other unfavorable features, and in respect of which disclosure has been made to FVCB and FVCbank prior to disbursement;

(2) cancel without payment in full, or modify in any material respect any contract relating to, any loan or other obligation receivable from any 5% stockholder, director or officer of Colombo, or any member of the immediate family of the foregoing, or any related interest of any of the foregoing;

(m) solicit, encourage, or authorize any person, including but not limited to directors, officers, shareholders, or employees, to solicit from, with, any third party, or facilitate inquiries or the making of proposals relating to any Acquisition Proposal (as defined in Section 6.11); or except as provided in Section 6.11, engage in communications (as defined in Section 6.11) with or provide any such third party with information or assistance or negotiate or conduct any discussions with any such third party to facilitate such inquiries or to obtain an Acquisition Proposal, or continue any such activities in progress on the date hereof;

(n) knowingly take any action which would: (i) adversely affect the ability to obtain the necessary approvals of governmental authorities required for the transactions contemplated hereby; (ii) adversely affect the status of the transactions contemplated hereby as a reorganization for purposes of Section 368(a)of the Code; or (iii) adversely affect the ability to perform the covenants and agreements under the Agreement;

(o) enter into any new line of business, or change its lending, investment, asset/liability management, risk management, deposit pricing, or other material banking or operating policies and procedures in any material manner;

(p) adopt, enter into or amend any employment, consulting, change in control, severance or other compensatory agreement, arrangement or policy with or with respect to any officer, employee or director;

(q) (1) make or renew any loan or other extension of credit, to be held in portfolio, other than in accordance with the loan policy and underwriting standards of Colombo in effect on the date hereof;

(2) make any new loan or other extension of credit, to be held in portfolio, which as of the date made should be classified or criticized, or increase the amount of credit available to any person or entity that has an existing loan with Colombo that is classified or criticized;

(3) make any loan or other extension of credit which would require approval under Regulation O, other than renewals of loans on the books as of the date hereof;

(4) originate or make any mortgage loan for the purposes of sale in the secondary market;

(5) sell any mortgage loan originated for the purposes of sale in the secondary market other than on a servicing released basis; or

(6) make any new loan or other extension of credit to any Marijuana Related Business, provided however, nothing in this subsection (q)(6) shall prohibit renewal of loans in place as of the date hereof.

(r) (1) accept or renew any brokered deposits, or

(2) accept or renew any time deposits or certificates of deposit at a rate in excess of the highest rate reported by the Rate Watch survey for comparable products in the markets in which Colombo operates, provided however, that nothing in this subsection (r)(2) shall prohibit Colombo from paying in excess of such rates on an individual account basis in accordance with past practice in an effort to maintain a relationship;

(s) acquire (other than by way of foreclosures or acquisitions in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business consistent with past practice) (i) any debt security or equity investment of a type or in an amount that is not permissible for a commercial bank or (ii) any debt security which would be considered “high risk” securities under applicable regulatory pronouncements, in each case purchased in the ordinary course of business consistent with past practice; or restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which such portfolio or any securities therein are classified under GAAP or reported for regulatory purposes;

(t) except as set forth in Section 5.1(t) of the Colombo Disclosure Schedule, make any capital expenditures individually in excess of $10,000, or in the aggregate in excess of $50,000;

(u) make any material change in any accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in regulatory accounting requirements or GAAP;

(v) foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental inspection of the property and confirming that such Phase I does not indicate the presence of any environmental contaminant, pollutant, petroleum product, toxic or hazardous waste or similar or like substance;

(w) settle any material litigation;

(x) sell or otherwise dispose of any OREO property, without prior consultation with FVCbank; or

(y) grant any waiver of the time to assess any tax or waiver of the statutory period of limitation with respect to any tax except where necessary to avoid the assessment of any tax it disputes in good faith; or grant any person a power of attorney or authorization to represent it in connection with any taxes, other than powers of attorney which terminate as of the Effective Time.

5.2 Conduct of Business by Colombo . From the date hereof until the Effective Time, Colombo covenants and agrees that, except as otherwise consented to by FVCB and FVCbank in writing, which consent shall not be unreasonably withheld, it shall:

(a) use its best efforts to: (i) preserve its business organization intact in all material respects; (ii) maintain good relationships with its employees; (iii) conduct its business in the ordinary course, consistent with past practice; and (iv) preserve for itself the goodwill of its customer and other business relationships.

(b) maintain all of the structures, equipment, and other real and personal property of Colombo in good repair, order and condition, ordinary wear and tear and unavoidable casualty excepted;

(c) use all reasonable efforts to preserve or collect all material claims or causes of action of Colombo, to enforce all Loan agreements, realize upon collateral and pursue Loan guarantees;

(d) keep in full force and effect all insurance coverage maintained by Colombo;

(e) perform in all material respects all obligations under all Material Contracts and leases of real property;

(f) comply in all material respects with all statutes, laws, regulations, rules, ordinances, orders, decrees, consent agreements, examination reports and other federal, state and local governmental or regulatory directives applicable to Colombo and the conduct of its business;

(g) at all times maintain the allowance for loan losses in accordance with GAAP and regulatory requirements;

(h) at all times promptly take and recognize appropriate charge-offs and establish reserves for any additional contingencies as required in accordance with GAAP and regulatory requirements, and not in limitation of the foregoing: (1) make appropriate reserves not later than the end of the month prior to the month in which Closing will occur; and (2) make appropriate accruals for the amounts due to employees of Colombo for accrued but unused vacation, sick leave, personal leave or similar benefits, to the extent that any such employee is entitled to payout of such amount as a result of the Merger;

(i) promptly following receipt, and prior to taking any action in respect thereof, advise FVCB and FVCbank of any request to repurchase or reacquire any Colombo Sold Loan, or to make any payment in respect of any Colombo Sold Loan, or to reimburse, indemnify, or hold harmless, or otherwise assume liability with respect to any loss, liability or expense incurred by, any person in respect of a Colombo Sold Loan;

(j) take all necessary action to terminate, before the Closing Date, the Colombo ERISA Plan known as the “401(k) Plan” (the “Colombo 401(k) Plan”), a defined contribution plan, described in Section 401(k) of the Code;

(k) cooperate fully with FVCbank to make Colombo employees available for reasonable periods of time and at reasonable times during normal business hours for training prior to Closing, provided that such cooperation does not materially interfere with their duties with Colombo;

(l) make appropriate staff of Colombo available to assist in the systems and operations conversion, provided that such cooperation does not materially interfere with their duties with Colombo;

(m) not later than immediately prior to Closing, and subject to receipt of all required regulatory approvals and the satisfaction or waiver of all conditions to Closing, other than those to be satisfied at the Closing, effect such sales of investment securities as FVCB or FVCbank may reasonably request;

(n) subject to 45 days advance notice by FVCB or FVCbank of the date which FVCB or FVCbank reasonably expects to be the Closing Date based on its conversations with the Federal Reserve Board regarding the anticipated date of receipt of the regulatory approvals referenced in Section 7.1(b), (1) Colombo shall not after the date of such notice originate, commit to originate, commit to sell, or make or commit to make any residential mortgage loan for secondary market sale, pursuant to such investor, correspondent or other agreements or otherwise; (2) Colombo shall give such notices as may be required to terminate, effective not later than 3 days prior to the Closing, all investor, correspondent or other agreements pursuant to which Colombo has sold, or sells residential mortgage loans in the secondary market, and (3) Colombo shall use its best efforts to complete delivery of all loans committed to be sold thereunder, servicing released, not later than three days prior to the Closing; and

(o) Colombo shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons (other than FVCB and FVCbank) conducted heretofore with respect to an Acquisition Proposal, and it or RP Financial, LC shall request in writing all persons other than FVCB and FVCbank who have been furnished confidential information regarding Colombo in connection with the solicitation of or discussions regarding an Acquisition Proposal within the twelve (12) months prior to the date hereof promptly to return or destroy such information. Colombo agrees not to release any third party from the confidentiality and standstill provisions of any agreement to which Colombo is or may become a party, and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any person to make an Acquisition Proposal.

5.3. Approval of Colombo Shareholders. Colombo shall cause a meeting of its shareholders (the “Colombo Shareholder Meeting”) to be convened as soon as reasonably possible, but no later than 50 days after the registration statement, on Form S-4 or other applicable form (the “Merger Registration Statement”) in connection with the issuance of the shares of FVCB Common Stock to the Colombo shareholders as part of the Merger Consideration in the Merger (including the proxy statement for the Colombo Shareholder Meeting and prospectus and other proxy solicitation materials of Colombo constituting a part thereof (the “Proxy Statement”) and all related documents), is declared effective under the Securities Act for the purpose of considering the approval of the Merger and adoption of this Agreement. The Merger Registration Statement will be to be prepared by FVCB with the assistance of Colombo in connection with the Merger. Colombo shall cause to be distributed to each shareholder of record of Colombo (according to the transfer records of Colombo as of the record date for the Colombo Shareholder Meeting), a copy of the Proxy Statement together with such other material required by applicable statutes and regulations. The Proxy Statement shall be mailed by Colombo on the date (the “Mailing Date”) at least 20 business days prior to the date of the Colombo Shareholder Meeting. Except as contemplated by Section 6.11, the Board of Directors of Colombo shall recommend to its shareholders that they vote the shares held by them to approve the Merger and to adopt this Agreement and the Plan of Merger, and Colombo shall use its best efforts in good faith to obtain its shareholders’ approval of the Merger, this Agreement and the Plan of Merger in accordance with law and Colombo’s organizational documents.

5.4. Conduct of Business by FVCbank . From the date hereof until the Effective Time, each of FVCB and FVCbank covenants and agrees that, except as otherwise consented to by Colombo in writing, it shall:

(b) not knowingly take any action which would: (i) adversely affect the ability to obtain the necessary approvals of governmental authorities required for the transactions contemplated hereby; or (ii) adversely affect the status of the

transactions contemplated hereby as a reorganization for purposes of Section 368(a)of the Code; or (iii) adversely affect the ability to perform the covenants and agreements under the Agreement.

(c) not (i) amend, repeal or modify any provision of its Articles of Incorporation or Bylaws in a manner which would adversely affect Colombo, Colombo shareholders or the transactions contemplated by this Agreement; or (ii) make or pay any extraordinary one-time dividend or distribution on shares of FVCB Common Stock, other than any distribution or dividend payable in shares of FVCB Common Stock which would result in the adjustment of the Conversion Ratio pursuant to Section 2.1(c) hereof.

(d) comply in all material respects with all statutes, laws, regulations, rules, ordinances, orders, decrees, consent agreements, examination reports and other federal, state and local governmental or regulatory directives applicable to FVCbank and the conduct of its business.

(e) at all times maintain the allowance for loan losses at levels which is adequate to absorb reasonably anticipated losses in the loan portfolio, in accordance with GAAP and regulatory requirements, after taking charge-offs required in accordance with GAAP and regulatory requirements.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1 Access and Information . Colombo shall afford to FVCB and FVCbank, and to FVCB’s and FVCbank’s accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours of Colombo, during the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records and, during such a period, shall furnish promptly to FVCB and FVCbank: (a) a copy of each report, schedule and other document filed or received by it during such period with or from (i) the SEC; (ii) SDAT; or (iii) the FDIC; and (b) all other information concerning its business, assets, properties and personnel as FVCB or FVCbank may reasonably request. FVCB, FVCbank and their accountants, counsel, financial advisors and other representatives will request permission for all such access reasonably in advance, and all such access will be subject to applicable laws and regulations and will be conducted in a manner designed to minimize disruption to the normal business operations and employee or customer relations of Colombo.

(b) Each of FVCB and FVCbank agrees that, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Colombo and its authorized representatives access (during normal business hours) to FVCB’s and FVCbank’s personnel, books and records as Colombo may reasonably request.

(c) Each of FVCB, FVCbank and Colombo agree that any information provided by one party to the other pursuant to this Agreement shall be treated as confidential information subject to the provisions of the Mutual Confidentiality and Non-Disclosure Agreement (the “Confidentiality Agreement”) dated as of September 12, 2017 between FVCbank and Colombo, and to which they agree to be bound. The parties hereto agree that such Confidentiality Agreement shall continue in accordance with its term, notwithstanding any termination of this Agreement.

6.2 Registration Statement; Proxy Statement; Offering Materials; Applications; Cooperation. (a) Subject to the receipt of necessary information regarding Colombo required to be included therein, FVCB and FVCbank shall: (i) prepare and file with the SEC as promptly as practicable after the date of this Agreement the Merger Registration Statement and the Proxy Statement to be used in connection with the Colombo Shareholder Meeting; and (ii) to the extent required, prepare (and to the extent appropriate, file with the SEC) as promptly as practicable, such offering materials as FVCB shall deem appropriate, including but not limited to any registration statement, prospectus, private placement memorandum or other offering document or materials, in connection with the capital raise contemplated by Section 7.1(f) of this Agreement (“Offering Materials”).

(b) The parties hereto agree that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Merger Registration Statement and Proxy Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading at the time the Merger Registration Statement and each amendment or supplement thereto, if any, become effective under the Securities Act. The parties hereto agree that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Offering Materials shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to

make the statements therein not misleading at the time such Offering Materials become effective under the Securities Act, or if not filed under the Securities Act, at the date thereof. The parties hereto agree that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement, and any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading at the Mailing Date and at the time of the Colombo Shareholder Meeting . The parties further agree that if any such party shall become aware prior to the date of the Colombo Shareholder Meeting or the sale of any securities pursuant to the Offering Materials, of any information furnished by such party that would cause any of the statements in the Merger Registration Statement, the Proxy Statement or Offering Materials to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and to take the necessary steps to correct the Merger Registration Statement, the Proxy Statement or the Offering Materials. FVCB and FVCbank shall promptly take any action required to be taken under state securities or blue sky laws in connection with the issuance of FVCB Common Stock in the Merger.

(c) Colombo agrees that it shall, and shall cause its employees, agents, representatives, and advisors to, cooperate with FVCB and FVCbank in the preparation and filing of the Merger Registration Statement, the Proxy Statement and, to the extent necessary, the Offering Materials, including, but not in limitation, by providing on a prompt basis information requested by FVCB or FVCbank for inclusion therein, and by providing comments on drafts on a timely basis. Colombo, and its legal, financial and accounting advisors, shall have the right to review and comment upon the Merger Registration Statement and the Proxy Statement prior to filing.

(d) As promptly as practicable after the furnishing by Colombo of all information regarding them required to be reflected therein, but in no event more than fifty (50) days from the date of this Agreement, FVCB and FVCbank shall file: (i) the applications and notices with the Federal Reserve Board, the SDAT, the SCC and any other regulatory agency having authority over the Merger and the transactions contemplated hereby, required by applicable law and regulation for the consummation of the transactions contemplated by this Agreement, and (ii) any other applications for regulatory or other approvals deemed necessary or appropriate by FVCB and FVCbank. Colombo, and its legal, financial and accounting advisors, shall have the right to review and comment upon the applications prior to their filing. To the extent available, FVCB and FVCbank shall request expedited treatment of such applications, and shall take reasonable steps to pursue approval of the applications. Colombo agrees that it shall, and shall cause its employees, agents, representatives, and advisors to, cooperate with FVCB and FVCbank in the preparation and filing of the regulatory applications, including, but not in limitation, by providing on a prompt basis information requested by FVCB and FVCbank or its advisors for inclusion in such documents, and by providing comments on drafts of such documents on a timely basis.

6.3 Notice of Actual or Threatened Breach . Each party will promptly give written notice to the other parties upon becoming aware of any impending or threatened occurrence of any event or the failure of any event to occur which might cause or constitute a breach of any of the representations, warranties or covenants made by such party in this Agreement, any other changes or inaccuracies in any data previously given or made available to the other parties, or which might threaten consummation of the transaction contemplated hereby.

6.4 Current Information . (a) During the period from the date of this Agreement to the Effective Time, Colombo will: (i) cause one or more of its representatives to confer on a regular and frequent basis with representatives of FVCB and FVCbank to report its financial condition and the general status of its ongoing operations; (ii) promptly notify FVCB and FVCbank of any material change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving them, (iii) provide FVCB and FVCbank with a weekly report of loans originated for sale, commitments to originate or sell loans for sale, and requests or notices of requests to repurchase and Colombo Sold Loan or to indemnify or make whole any purchaser, subsequent purchaser or securitizer thereof, which report shall include, at a minimum details of the loan including loan terms, property type, location of collateral, loan to value ratios, borrower credit scores, debt service coverage ratios and other pertinent financial and underwriting characteristics; (iv) provide FVCB and FVCbank with monthly internal financial statements and general ledger reports, prepared on a basis consistent with past practice, not later than 14 calendar days after month end; (v) promptly provide to FVCB and FVCbank copies of all regulatory applications or notices required to be filed by Colombo under this Agreement and related correspondence to and from the applicable regulatory authorities; and (vi) keep FVCB and FVCbank fully informed with respect to such events.

(b) During the period from the date of this Agreement to the Effective Time, each of FVCB and FVCbank will (i) cause one or more of its representatives to confer on a regular basis with representatives of Colombo to report its financial condition and its ongoing operations; (ii) promptly notify Colombo of any material change in the normal course of its business or in the operation of its properties and any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving them; (iii) promptly provide to Colombo copies of all regulatory applications required to be filed by FVCB and FVCbank under this Agreement and related correspondence to and from the applicable regulatory authorities; and (iv) keep Colombo fully informed with respect to such events.

(c) FVCB and Colombo shall each promptly notify the other in writing of any threatened or commenced litigation, or of any claim, controversy or contingent liability or any community-based protests that might reasonably be expected to be asserted or become the subject of litigation or regulatory review or filings with any Governmental Authority, against the notifying party or affecting any of its properties, subsidiaries or affiliates and each of FVCB and Colombo shall promptly notify the other party of any legal action, suit or proceeding or judicial, administrative or governmental investigation, pending or, to the knowledge of the notifying party, threatened against the notifying party (or any of its subsidiaries) that questions or might question the validity of this Agreement or the transactions contemplated hereby, or any actions taken or to be taken by the notifying party pursuant hereto or seeks to enjoin, materially delay or otherwise restrain the consummation of the transactions contemplated hereby or thereby. Each of FVCB and Colombo shall give the other party the opportunity to participate in the defense or settlement of any shareholder litigation against such party or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement. Neither FVCB or Colombo, or any of their subsidiaries, may enter into any settlement agreement in respect of any shareholder litigation against such party or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement without such other party’s prior written consent (such consent not to be unreasonably withheld or delayed). For purposes of this section, “participate” means that the non-litigating party will be kept apprised of the proposed strategy and other significant decisions with respect to the litigation by the litigating party (to the extent the attorney-client privilege, work product or other similar privilege between the litigating party and its counsel is not undermined or otherwise affected and to the extent permitted by law), and the non-litigating party may offer comments or suggestions with respect to the litigation but will not be afforded any decision-making power or other authority over the litigation except for the settlement consent set forth above.

6.5 Expenses . Each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and to the consummation of the Merger and the transactions contemplated hereby. Colombo agrees that the aggregate expenses of Colombo, including all fees and expenses of legal counsel, accountants, and financial or other advisors (including RP Financial, LC), shall be reasonable and customary, and shall report in writing to FVCbank, upon request made from time to time, the amount of such fees and expenses.

6.6 Filing with the SCC and SDAT. FVCB, FVCbank and Colombo shall execute and deliver and use their best efforts to file appropriate Articles of Merger with each of the SCC and the SDAT at the earliest practicable date after satisfaction or waiver of the conditions set forth in Article VII hereof.

6.7 Miscellaneous Agreements and Consents . Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. FVCB, FVCbank or Colombo, as the case may be, will use their respective best efforts to obtain consents of all third parties and governmental bodies necessary or desirable for the consummation of the transactions contemplated by this Agreement.

6.8 Press Releases and Public Disclosures . FVCB, FVCbank and Colombo will consult with each other and jointly approve the form, substance and timing of any press release, disclosures to shareholders, staff, customers, and the public at large on matters related to this Agreement or any of the transactions contemplated hereby. Notwithstanding the foregoing, FVCB, FVCbank and Colombo agree that FVCB, FVCbank and Colombo shall, promptly following the execution hereof, issue a joint press release announcing the execution of the Agreement and the proposed Merger, and further agree that FVCB, FVCbank and Colombo shall each be entitled to issue separate press releases announcing the execution of the Agreement and the proposed Merger, a copy of which release will be provided to the other party prior to issuance.

6.9 Bank Employees. (a) Subject to FVCB’s determination, in its discretion, to offer continued employment to non-executive officer employees of Colombo on a case by case basis, FVCB and FVCbank shall have no obligation to continue the employment of any Colombo employee after the Effective Time. Each of FVCB and FVCbank agrees that each Colombo employee (excluding any employee subject to an employment agreement, change in control agreement, severance agreement or other agreement which provides for payments following involuntary termination without cause or termination for “good reason”) who is involuntarily terminated without cause within 180 days following the Effective Time shall, subject to any necessary regulatory approvals, and subject to the execution of an appropriate release, receive a severance payment of two weeks of pay for every full year of service to Colombo, with a minimum of four weeks pay and a maximum of twenty six weeks (without proration for partial years of service), except that the persons identified in Section 6.9 of the Colombo Disclosure Schedule shall be entitled to receive a maximum of thirty four weeks. Section 6.9 of the Colombo Disclosure Schedule contains a list of all current employees of Colombo and their start dates upon which their respective lengths of service will be based.

(b) All former employees of Colombo who become employees of FVCbank upon consummation of the transactions contemplated hereby (“Continuing Employees”), will be eligible to participate in FVCbank’s employee benefit plans on the same basis as similarly situated FVCbank employees and will receive credit for prior years of service in determining eligibility to participate in and vesting of benefits and entitlement of benefits under each of FVCbank’s employee benefit plans (including, but not limited to severance benefit, vacation and other leave plans, but excluding benefit accruals under any defined benefit plans) and unless creating duplicate benefits for the same years of service.

(c) FVCbank shall use its reasonable efforts to cause medical, dental or health plans of FVCbank, to (i) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Continuing Employees on or after the Effective Time to the extent such Continuing Employee had satisfied any similar limitation or requirement under an analogous plan of Colombo’s prior to the Effective Time, and (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by the Continuing Employees and their dependents under the medical, dental or health plans of Colombo during the portion of the plan year prior to participation in the corresponding health plan of FVCbank.

(d) FVCB, FVCbank and Colombo acknowledge that it may be appropriate or convenient to provide certain employees of Colombo who will not be retained as employees of FVCbank with an incentive, in the form of a “retention” or “pay to stay” bonus, to remain in the employ of Colombo or FVCbank until Closing, until the completion of a systems conversion, or some other transition period following Closing. FVCbank shall consult with Colombo with respect to the identification of such employees, and the amount of any such bonus. All payments pursuant to this Section 6.9(d) shall be made by FVCbank.

(e) As of or immediately prior to the Effective Time, Colombo shall terminate the Colombo 401(k) Plan, and one hundred percent vest all benefits provided thereunder. As soon as administratively practicable following the Effective Time and in accordance with ERISA and the Code, FVCbank shall cause the account balances in the Colombo 401(k) Plan to be either distributed to the participants in the Colombo 401(k) Plan and or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct, and FVCbank shall take all other actions necessary and proper in order to implement the termination of the Colombo 401(k) Plan and related trust. FVCbank agrees to permit participants in the Colombo 401(k) Plan who become Continuing Employees to roll over their account balances in the Colombo 401(k) Plan to the FVCbank 401(k) Plan.

(f) FVCbank agrees that subject to the provisions of Section 6.9(g) below, it shall assume the obligations of Colombo under the employment agreements, change in control agreements, severance agreements and other agreements which provide for payments following involuntary termination without cause or termination for “good reason” identified in Section 6.9(f) of the Colombo Disclosure Schedule.

(g) Concurrently with the execution of this Agreement (i) Gilbert F. Kennedy, III, the President and Chief Executive Officer of Colombo, shall have entered into an employment agreement with FVCbank, to be effective as of the Effective Time, in the form set forth in Section 6.9(g) of the FVCB Disclosure Schedule; and (ii) Matthew D. White, the Chief Financial Officer of Colombo, shall have entered into an Acknowledgement and Release with FVCbank in the form set forth in Section 6.9(g) of the FVCB Disclosure Schedule.

(h) As of or immediately prior to the Effective Time, Colombo shall pay to each of its employees an amount equal to the value of each respective employee’s accrued but unused vacation (as maintained pursuant to the vacation policy

in Colombo’s employee handbook) as of the date of such payment, minus applicable federal, state and other required tax withholding.

6.10 D&O Indemnification. (a) From and after the Effective Time, and through the six year anniversary of the Effective Time, FVCbank shall indemnify and hold harmless the current and former officers, employees, directors and agents of Colombo (each an “Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of any act or omission or other matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising in whole or in part out of or pertaining to the fact that he or she was a director, officer, employee, fiduciary or agent of Colombo, or is or was serving at the request of Colombo as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including without limitation matters related to the negotiation, execution and performance of this Agreement or consummation of the Merger, to the fullest extent which such Indemnified Parties would be entitled under the Colombo Articles of Incorporation and Bylaws as in effect on the date of this Agreement, to the same extent and on the same conditions as such person is entitled to indemnification pursuant to applicable law and Colombo’s Articles of Incorporation or Bylaws as in effect on the date of this Agreement, and/or any agreement, arrangement or understanding between Colombo and such Indemnified Person, as in effect on the date of this Agreement.

(b) Any Indemnified Person wishing to claim indemnification under this Section 6.10 hereof, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify FVCbank, but the failure to so notify shall not relieve FVCbank of any liability it may have to such Indemnified Person if such failure does not actually materially prejudice FVCbank. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) FVCbank shall have the right to assume the defense thereof, and under such circumstances shall not be liable to such Indemnified Persons for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Persons in connection with the defense thereof, except that if FVCbank elects not to assume such defense or counsel for the Indemnified Persons, or if FVCbank or any Indemnified Party advises that there are issues which raise conflicts of interest between FVCbank and the Indemnified Persons, the Indemnified Persons may retain counsel which is reasonably satisfactory to FVCbank, and FVCbank shall pay, promptly as statements therefore are received, the reasonable fees and expenses of such counsel for the Indemnified Persons (which may not exceed one firm in any jurisdiction), (ii) the Indemnified Persons will cooperate in the defense of any such matter, (iii) FVCbank shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (iv) FVCbank shall have no obligation hereunder to the extent that a federal or state banking agency or a court of competent jurisdiction shall determine that indemnification of an Indemnified Person in the manner contemplated hereby is prohibited by applicable laws and regulations.

(c) For six years after the Effective Time, there shall be maintained in force (either through the purchase by Colombo of tail coverage of Colombo’s existing officers’ and directors’ liability insurance policy, under FVCbank’s existing policy, or another policy), officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Indemnified Person covered by Colombo’s officers’ and directors’ liability insurance policy as of the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that FVCB and FVCbank shall not be obligated to pay premiums for the tail or other policy covering the full six year period in excess of, and Colombo shall not pay a premium in excess of, 200% of the amount paid by Colombo in their last full fiscal year for one year’s coverage, which amount is set forth in Section 6.10 of the Colombo Disclosure Schedule, and provided, further, that if FVCB is unable to maintain, or Colombo is unable to obtain, such policy (or substitute policy) as a result of the preceding proviso, FVCB or Colombo shall obtain as much comparable insurance as is available for a period of six (6) years following the Effective Time. Section 6.10 of the Colombo Disclosure Schedule sets forth each contract, agreement, plan, resolution, charter provision, bylaw provision or other arrangement or understanding pursuant to which Colombo has or may have any obligation to indemnify any director, officer, employee or agent.

(d) If FVCbank or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provision shall be made so that the successors and assigns of FVCbank or the Successor Institution shall assume the obligations set forth in this Section 6.10 hereof prior to or simultaneously with the consummation of such transaction.

6.11 Acquisition Proposals. (a) Notwithstanding anything contained in Section 5.1(m) to the contrary, in the event that Colombo shall receive, prior to the Closing, an Unsolicited Acquisition Proposal (as hereinafter defined) which, in the good faith determination of the Board of Directors of Colombo, the fiduciary duty of the directors under Maryland law requires that the Board of Directors consider, negotiate or communicate, or provide information with respect thereto (collectively “communications”), because such Unsolicited Acquisition Proposal is, or would reasonably be expected to be, more favorable from a financial point of view to the shareholders of Colombo than the Merger, which such determination shall be made after receiving the advice of counsel to Colombo regarding the requirements of the fiduciary duty of the directors under Maryland law and the advice of Colombo’s financial advisor that the Unsolicited Acquisition Proposal is, or would reasonably be expected to be, more favorable to Colombo’s shareholders from a financial point of view than the Merger, then Colombo shall be entitled to engage in such communications, negotiations and take such other actions as are required to comply with its fiduciary duties.

(b) In the event that the Board of Directors of Colombo:

(i) approves entering into an agreement for any Unsolicited Acquisition Proposal, or Colombo consummates any such Unsolicited Acquisition Proposal, then this Agreement shall terminate as of the date of such approval or consummation, and Colombo shall be liable for the amount specified in Section 8.2(b).

(ii) while any unrejected Unsolicited Acquisition Proposal exists, (1) recommends any Unsolicited Acquisition Proposal to the shareholders of Colombo; (2) shall fail to recommend the Merger to the shareholders of Colombo in accordance with this Agreement; (3) withdraws or adversely modifies its recommendation of the Merger to shareholders of Colombo; or (4) subsequent to the Communications End Date as defined in Section 6.11(b)(iii), fails upon request of FVCB or FVCbank to reconfirm its recommendation of the Merger to shareholders of Colombo; then this Agreement shall terminate as of the date of such event set forth in (1), (2), (3) or (4), and Colombo shall be liable for the amount specified in Sections 8.2(b).

(iii) shall make the determination described in Section 6.11(a) resulting in Colombo engaging in communications with respect to any Unsolicited Acquisition Proposal, and (1) such communications shall extend until the earlier of: (i) 45 days after the date on which Colombo provided notice of such Unsolicited Acquisition Proposal to FVCB and FVCbank; and (ii) the day which is the day immediately prior to the date set forth in Section 8.1(b) (the “Communications End Date”), and (2) Colombo shall not have (x) rejected such Unsolicited Acquisition Proposal, and (y) advised FVCB and FVCbank orally and in writing of such rejection, by noon on the Communications End Date, then FVCB and FVCbank shall have the right to terminate this Agreement, effective immediately, upon notice to Colombo, and Colombo shall be liable for the amount specified in Section 8.2(b).

(i) An “Acquisition Proposal” shall mean any inquiry, offer or proposal, other than the Merger, received by Colombo from any person or entity other than FVCB, FVCbank or an affiliate of FVCB (including deemed receipt as a result of the public announcement of such proposal by the proponent) regarding: (1) any merger, consolidation, reorganization, business combination, share purchase or exchange, purchase and assumption, recapitalization or similar transaction involving Colombo; or (2) any sale, lease, transfer, pledge, encumbrance or other disposition, directly or indirectly, of all, or any substantial portion of, the assets of Colombo.

(ii) An “Unsolicited Acquisition Proposal” shall mean any Acquisition Proposal received without violation of the provisions of Section 5.1(m) hereof. Any Acquisition Proposal received by Colombo from any person or entity previously contacted by Colombo (or by any person or entity acting or purporting to act on behalf of Colombo, including but not limited to representatives of RP Financial, LC) prior to the date hereof, but not contacted after the date hereof in violation of Section 5.1(m) shall be deemed an Unsolicited Acquisition Proposal. Any Acquisition Proposal received as a result of a violation of Section 5.1(m) shall not be deemed an Unsolicited Acquisition Proposal.

(d) Colombo shall promptly, and in any event no more than 24 hours after receipt and prior to engaging in communications with the party making the Unsolicited Acquisition Proposal, advise FVCB and FVCbank of, and communicate to FVCB and FVCbank the terms of, and provide FVCB and FVCbank with a copy of, any such Acquisition Proposal or inquiry with respect to an Acquisition Proposal addressed to Colombo, or of which Colombo or its executive officers, directors, employees, agents or representatives has actual knowledge. Colombo’s Board of

Directors shall use its best efforts to cause its officers, directors, employees, agents and representatives to comply with the requirements of this Section and Section 5.1(m).

6.12. Prohibited Purchases or Sales . Neither FVCB, Colombo or any of their respective subsidiaries, nor any director or executive officer of any of the foregoing, shall purchase or sell on the OTCQX or NASDAQ, or submit a bid to purchase or an offer to sell on the OTCQX or NASDAQ, directly or indirectly, any shares of FVCB Common Stock or any options, warrants, rights or other securities convertible into or exchangeable for shares of FVCB Common Stock during the Price Determination Period; provided that the foregoing restriction shall not be applicable to (i) purchases or sales of FVCB Common Stock held by FVCB or any subsidiary of FVCB in trust, managed, custodial or nominee accounts and the like, or held by mutual funds, (ii) shares acquired in respect of debts previously contracted, (iii) purchases or sales of FVCB Common Stock to satisfy tax withholding obligations or for purposes of paying the exercise price in respect of grants, exercises or vesting of equity based compensation.

6.13. FVCB Board of Directors. FVCB agrees that, subject to the fiduciary duties of the board of directors and any applicable eligibility requirements set forth in FVCB’s articles of incorporation or bylaws, it shall nominate Morton A. Bender for election to the board of directors of FVCB by the shareholders of FVCB at the first annual meeting of shareholders held after the Closing, for an additional one year term extending until the second annual meeting of shareholders after the Closing and until his successor shall have been elected and qualified.

6.14. Disclosure. The Colombo Disclosure Schedule and the FVCB Disclosure Schedule called for by this Agreement shall be updated as of the Closing Date for comparative and information purposes. Disclosure of an item for the first time on such updated schedules shall not be considered in determining the truth or accuracy of any representation or warranty.

6.15. Additional Actions . If, at any time after the Effective Time, FVCB or FVCbank shall consider or be advised that any further deeds, documents, assignments or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in FVCB or FVCbank its right, title or interest in, to or under any of the rights, properties or assets of Colombo, or (b) otherwise carry out the purposes of this Agreement, Colombo and its officers and directors shall be deemed to have granted to FVCB and FVCbank an irrevocable power of attorney to execute and deliver, in such official corporate capacities, all such deeds, assignments or assurances in law or any other acts as are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in FVCB or FVCbank or Colombo its right, title or interest in, to or under any of the rights, properties or assets of Colombo or (ii) otherwise carry out the purposes of this Agreement, and the officers and directors of FVCB or FVCbank or Colombo are authorized in the name of Colombo or otherwise to take any and all such action.

ARTICLE VII

CONDITIONS

7.1. Conditions to Each Party’s Obligation to Effect the Merger . The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of each of the following conditions:

(a) Colombo Shareholder Approval. The Merger, the Agreement and the Plan of Merger shall have been approved by the requisite vote of the shareholders of Colombo.

(b) Regulatory Approvals. FVCB and FVCbank shall have received approval of the Merger contemplated by this Agreement from the Federal Reserve, the SCC, the SDAT and any other federal or state regulatory agencies whose approval is required for consummation of such transactions, and all notice and waiting periods after the granting of any such approval shall have expired.

(c) Merger Registration Statement . The Merger Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Merger Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated by the SEC and not withdrawn. FVCB and FVCbank shall have received all necessary registrations, qualifications or approvals under the securities laws of any state in which holders of Colombo Common Stock shall reside, or there shall be available appropriate exemptions from such registration, qualification or approval.

(d) No Injunction. No injunction, restraining order, stop order or other order or action of any federal or state court or agency in the United States which prohibits, restricts or makes illegal the consummation of the transactions contemplated hereby, shall be in effect, and no action, suit or other proceeding seeking such shall have been instituted or threatened, and no statute, rule or regulation shall have been enacted, issued or promulgated, by any state or federal government or government agency, which prohibits, restricts or makes illegal the consummation of the transactions contemplated hereby.

(e) Litigation . At the Effective Time, there shall not be pending or to the knowledge of Colombo, FVCB or FVCbank, threatened against Colombo, FVCB or FVCbank or the officers, directors or employees thereof in their capacity as such, any suit, action or proceeding (including antitrust actions) which, if successful, would, in the reasonable judgment of FVCB and FVCbank, have a material adverse effect on the financial condition, operations, business or prospects of Colombo or the Successor Institution.

(f) Capital Raise . FVCB shall have received at least $10 million in gross proceeds from the sale of shares of FVCB Common Stock, or in its discretion borrowing transactions or the sale of FVCB preferred stock , pursuant to the Offering Materials.

7.2. Conditions to Obligation of FVCB and FVCbank to Effect the Merger . The obligation of each of FVCB and FVCbank to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following additional conditions:

(a) Representations and Warranties; Corporate Proceedings . Each representation and warranty of Colombo set forth in Article IV hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects) as of the date of this Agreement and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and each of FVCB and FVCbank shall have received a certificate of the President of Colombo to that effect. All action required to have been taken by, or on the part of, Colombo to authorize the execution, delivery and performance of this Agreement and the Merger, respectively, shall have been duly and validly taken, and each of FVCB and FVCbank shall have received certified copies of the resolutions evidencing such authorizations.

(b) Performance of Obligations . Colombo shall have in all material respects performed all obligations required to be performed by it under this Agreement prior to the Effective Time, and each of FVCB and FVCbank shall have received a certificate of the President of Colombo to that effect.

(c) Permits, Authorizations, Etc . Colombo shall have obtained any and all material permits, authorizations, consents, waivers, clearances or approvals required to be obtained by them for the lawful consummation of the Merger in accordance with applicable law and without violation of any Material Contract.

(d) No Material Adverse Change . There shall not have been, since the date hereof, any material adverse change in the business, operation, assets, liabilities, financial condition or results of operations of Colombo.

(e) Regulatory Approvals. FVCB and FVCbank shall have received approval of the Merger contemplated by this Agreement from the Federal Reserve, the SCC, the SDAT and any other federal or state regulatory agencies whose approval is required for consummation of such transaction, without the imposition of any condition or conditions that, in the good faith reasonable judgment of FVCbank, would have a material adverse effect on the value of the Merger to FVCB and FVCbank (excluding conditions that are ordinarily imposed in connection with transactions of the type contemplated by this Agreement), and all notice and waiting periods after the granting of any such approval shall have expired. Not in limitation of the foregoing, none of FVCB and FVCbank shall, as a condition to the approval or consummation of the Merger, be required to enter into, approve, adopt, agree, consent or subject itself to any order, decree, written agreement, memorandum of understanding, individual capital requirement, or similar arrangement with, or a commitment letter, supervisory letter or similar submission or application to, or extraordinary supervisory letter or action of any kind whatsoever, by or with any regulatory agency.

(f) Support Agreement . Each of the Directors of Colombo shall have, concurrently with the execution of this Agreement, entered into a Support Agreement in substantially the form attached hereto as Exhibit B.

(g) Tax Opinion. There shall have been delivered to FVCB and FVCbank an opinion of Miles & Stockbridge LLP, in form and substance reasonably acceptable to FVCB and FVCbank, dated as of the Closing Date,

substantially to the effect that on the basis of the facts, representations and assumptions set forth in such letter, for federal income tax purposes, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

(h) Brokers and Finders Fees. Colombo shall have paid in full, at or prior to Closing, all amounts owing in respect of the payments contemplated in Section 4.29 hereof.

(i) Third Party Consents and Agreements. Colombo shall have obtained all third party consents under any material agreement, contract, note, license, permit or other document by which Colombo is bound or to which any of its properties is subject required for the consummation of the transactions contemplated hereby, except such consents which, individually or in the aggregate do not result in a material adverse effect on the business, operations, assets, financial condition, assets or results of operations of Colombo. Colombo shall have obtained the consent of the landlord under each real property lease described in Section 4.10 of the Colombo Disclosure Schedule to the succession of FVCbank thereunder.

(j) Loan Repurchases. Except as hereinafter provided, Colombo shall not have been required to, or have agreed to buy back or repurchase any Colombo Sold Loan, or to make any payment in respect of any Colombo Sold Loan, or to reimburse, indemnify, or hold harmless, or otherwise assume liability with respect to any loss, liability or expense incurred by, any person in respect of a Colombo Sold Loan. Any buyback or repurchase or other payment in respect of any Colombo Sold Loan, and any agreement to reimburse, indemnify, or hold harmless, or otherwise assume liability with respect to any loss, liability or expense incurred by, any person in respect of a Colombo Sold Loan, with respect to not more than five Colombo Sold Loans, or Colombo Sold Loans having an aggregate principal balance of not more than $1,500,000, shall not cause this condition to not be satisfied. For purposes of clarity, it is understood that any Colombo Sold Loan which is put back or returned due to any compliance, RESPA or underwriting issues which are corrected on a timely basis by Colombo, and which permit Colombo to redeliver the loan to the purchaser or to sell the loan to another investor at no loss shall not be deemed a buyback or repurchase for purposes of this Agreement.

(k) Dissenters . Holders of not more than 2.0% of the outstanding Colombo Common Stock shall have validly exercised and perfected their rights to appraisal under the Dissenters’ Rights Statues.

(l) Nasdaq Listing. FVCB shall have received approval for the listing of the FVCB Common Stock on Nasdaq.

7.3 Conditions to Obligation of Colombo to Effect the Merger . The obligation of Colombo to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following additional conditions:

(a) Representations and Warranties; Corporate Proceedings. Each representation and warranty of FVCB and FVCbank set forth in Article III hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects ) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and Colombo shall have received a certificate of the Chief Executive Officer of each of FVCB and FVCbank to that effect. All corporate action required to have been taken by, or on the part of, FVCB or FVCbank to authorize the execution, delivery and performance of this Agreement and the Merger, respectively, shall have been duly and validly taken, and Colombo shall have received certified copies of the resolutions evidencing such authorizations.

(b) Performance of Obligations . Each of FVCB and FVCbank shall have in all material respects performed all obligations required to be performed by it under this Agreement prior to the Effective Time, and Colombo shall have received a certificate of the Chief Executive Officer of each of FVCB and FVCbank to that effect.

(c) Permits, Authorizations, Etc . Each of FVCB and FVCbank shall have obtained any and all material permits, authorizations, consents, waivers, clearances or approvals required to be obtained by it for the lawful consummation of the Merger in accordance with applicable law.

(e) Tax Opinion. There shall have been delivered to Colombo an opinion of Silver, Freedman, Taff & Tiernan LLP, in form and substance reasonably acceptable to Colombo, dated as of the Closing Date, substantially to the

effect that on the basis of the facts, representations and assumptions set forth in such letter, for federal income tax purposes, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

(f) Merger Consideration. FVCB shall have deposited with the Exchange Agent, or authorized and directed the Exchange Agent to issue, the Merger Consideration to be paid to holders of Colombo Common Stock in accordance with the provisions of Article II hereof.

(g) Nasdaq Listing. The shares of FVCB Common Stock to be issued to shareholders of Colombo as a portion of the Merger Consideration shall have been approved for listing on Nasdaq.

(h) Board Appointments . FVCB and FVCbank shall have taken all necessary actions, and received all necessary regulatory approvals, to appoint Morton A. Bender to the Board of Directors as of the Effective Time.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

8.1 Termination . This Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual consent of all parties hereto;

(b) by either FVCB or Colombo, at any time after February 28, 2019, if the Merger shall not theretofore have been consummated, unless: (i) the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants or agreements of such party set forth herein; or (ii) the date reflected in this Section 8.1(b) shall be extended in writing by all of the parties hereto, provided, however that if Colombo engages in communications in violation of Section 5.1(m) at any time after the date hereof, Colombo shall not be entitled to terminate this Agreement pursuant to provisions of Section 8.1(b);

(c) (i) by Colombo, in the event of the material breach by FVCB or FVCbank of any representation, warranty, covenant or agreement contained herein if such breach has not been, or cannot be, cured within 30 days of delivery of written notice of breach, or (ii) by FVCB, in the event of the material breach by Colombo of any representation, warranty, covenant or agreement contained herein if such breach has not been, or cannot be, cured within of 30 days of delivery of written notice of breach, provided that no cure period shall be available for a breach involving the provisions of Section 5.1(m);

(d) by either Colombo or FVCbank if any governmental or regulatory approval required for consummation of the Merger and the transactions contemplated hereby shall have been denied by final, non-appealable order, or any such denial shall not have been appealed within the time available for such appeal;

(e) by either Colombo or FVCB, in the event that any of the conditions precedent to the obligation of such party to consummate the Merger cannot be satisfied or fulfilled by the date specified in 8.1(b) of this Agreement, provided that the terminating party(ies) shall not be in material breach of a representation, warranty or covenant of this Agreement at the time of termination pursuant to this Section 8.1(e);

(f) by either Colombo or FVCB, in the event that the Merger, the Agreement and the Plan of Merger are not approved by the requisite vote of the shareholders of Colombo at the Colombo Shareholder Meeting;

(g) by either Colombo or FVCB, in accordance with the provisions of Section 6.11(b); or

(h) by FVCB or Colombo if the condition precedent in Section 7.1(f) to the parties’ obligation to consummate the Merger is not satisfied, or cannot be satisfied prior to the date set forth in Section 8.1(b).

8.2. Effect of Termination . (a) In the event of termination of this Agreement by either Colombo or FVCB as provided in Section 8.1 above or by FVCB and FVCbank as provided in Section 8.1(h) above, this Agreement shall forthwith become void and there shall be no liability on the part of any of Colombo, FVCB or FVCbank or their respective officers or directors, except that: (i) the provisions of this Section 8.2, the provisions regarding the confidentiality and return or destruction of documents of Section 6.1, and the provisions of Section 6.5 shall survive any such termination and abandonment; and (ii) a termination pursuant to Section 8.1 shall not relieve the breaching party

from liability or action being taken in law or in equity by the non breaching party for any fraud, for any willful misconduct or breach of a material provision of this Agreement giving rise to such termination.

(b) Notwithstanding anything to the contrary contained herein, in the event of termination of this Agreement (i) automatically or by either Colombo or FVCB pursuant to Section 8.1(g); (ii) by either Colombo or FVCB pursuant to Section 8.1(f) if prior to such termination Colombo (1) violates Section 5.1(m) or (2) receives an Unsolicited Acquisition Proposal which shall have been publicly disclosed to shareholders of Colombo or of which shareholders of Colombo shall have been advised; (iii) by FVCB pursuant to Section 8.1(b), if prior to such termination Colombo (1) receives an Unsolicited Acquisition Proposal, which shall not have been rejected within three business days of receipt (or the Communications end Date if earlier); or (2) violated Section 5.1(m); (iv) by FVCB pursuant to Section 8.1(c), if prior to such termination (1) Colombo shall have willfully breached any representation, warranty, covenant or agreement contained herein and (2) Colombo shall have (A) prior to such breach received an Unsolicited Acquisition Proposal or (B) violated Section 5.1(m), then Colombo shall, within 3 business days of such termination pay to FVCB, by wire transfer of immediately available funds, the sum of $1,600,000.

(c) Colombo agrees that they shall cause the acquiror in respect of any Acquisition Proposal to expressly assume the obligation of Colombo to make such payment to the extent such payment obligation has not been previously satisfied. Notwithstanding anything to the contrary contained herein, the obligations of Colombo to make such payments and to cause such assumption shall survive the termination of this Agreement and shall be binding upon Colombo and any successor or assign of Colombo, whether by merger, consolidation, share purchase or exchange, asset purchase, or otherwise.

(d) FVCB, FVCbank and Colombo acknowledge that the business and assets of Colombo, and the combination of FVCbank and Colombo, are unique and that, if the parties fail to consummate the transactions contemplated by this Agreement, the parties may have no adequate remedy at law. FVCB, FVCbank and Colombo shall be entitled, in addition to the rights provided by this Section 8.2 and its other remedies at law, to specific performance of this Agreement if either Colombo, FVCB or FVCbank shall, without cause, refuse to consummate the transactions contemplated by this Agreement.

(e) In the event of termination of this Agreement by FVCB or pursuant to Section 7.1(f), FVCB shall pay to Colombo, within 3 business days of such termination by wire transfer of immediately available funds, an amount equal to $600,000.

(f) FVCB, FVCbank and Colombo acknowledge and agree that the agreements contained in Section 6.11(b), Section 8.2(b) and Section 8.2(e) are integral parts of the transactions contemplated by this Agreement, that without such agreements the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If FVCB or Colombo (or any successor thereto) fails to pay the other party (or any successor thereto) the amounts due under such sections within the time periods specified therein, such breaching party (and any successor thereto) shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party (or any successor thereto) in connection with any action in which the it prevails, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on the amount of any such unpaid amounts at the maximum interest rate payable on judgments pursuant to applicable Virginia law, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

8.3. Amendment . This Agreement may be amended by the parties hereto, by action taken by or on behalf of their respective Boards of Directors, at any time before or after approval of the Merger by the shareholders of Colombo; provided, however, that after such approvals no such amendment shall reduce the value of or change the form of the consideration to be delivered to each of Colombo’s shareholders as contemplated by the Agreement, unless such amendment is subject to the obtaining of the approval of the amendment by the shareholders of Colombo and such approval is obtained. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto which expressly states its intention to amend this Agreement.

8.4. Waiver . At any time prior to the Effective Time, the parties hereto, by action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed: (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate

as a waiver of, or estoppel with respect to, any subsequent or other failure. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

ARTICLE IX

GENERAL PROVISIONS

9.1 Investigation; S urvival of Agreements . No investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties which are contained herein and each such representation and warranty shall survive such investigation. Except for those covenants and agreements expressly to be carried out after the Effective Time, the agreements, representations, warranties and covenants in this Agreement or in any instrument delivered pursuant to this Agreement shall not survive the Effective Time.

9.2 Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly received: (i) on the date given if delivered personally prior to 5:00 PM on a business day; (ii) on the date received if sent by commercial overnight delivery service; (iii) on the fifth calendar day after depositing in the mail, if mailed by United States registered or certified mail (return receipt requested), to the parties at the following addresses (or at such other address for a party as shall be specified by like notice). Facsimile or email transmission of notices may be sent as courtesy or informational copies, but shall not constitute the giving of notice.

(a) If to FVCB or FVCbank:

David W. Pijor, Chief Executive Officer

FVCBankcorp, Inc.

11325 Random Hills Road

Fairfax, VA 22030

Fax: 703-436-3825

E-mail: dpijor@fvcbank.com

Copy to:

Noel M. Gruber, Esq.

Buckley Sandler LLP

1250 24 th Street, 7 th Floor

Washington, DC 20037

Fax: (202) 349-8080

E-Mail: ngruber@buckleysandler.com

(b) if to Colombo :

Gilbert F. Kennedy, III, President

Colombo Bank

1600 Gude Drive

Rockville, Maryland 20850

Fax: 240-248-2265

E-mail: gkennedy@colombobank.com

Copy to:

Beth A. Freedman, P.C.

Silver Freedman Taff & Tiernan, LLP

3299 K Street, NW

Washington, DC 20007

Fax: 202-337-5502

E-mail: Beth@sfttlaw.com

9.3 Material Adverse Change. The term “material adverse change” or “material adverse effect” or words of similar import, shall means, with respect to any party, any fact, circumstance, event, change, effect, development or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, developments or occurrences, that (a) has had or would reasonably be expected to result in a material adverse effect on the financial condition, results of operations or business of such party and its subsidiaries taken as a whole, provided, however, that such terms shall not be deemed to include facts, circumstances, events, changes, effects, developments and/or occurrences arising out of, relating to or resulting from: (i) changes, after the date hereof, in laws of general applicability or interpretations thereof by courts or governmental authorities but only to the extent the effect on such person and its subsidiaries, taken as a whole, is not materially worse than the effect on similarly situated banks and their holding companies; (ii) changes, after the date hereof, in generally accepted accounting principles or regulatory accounting principles generally applicable to banks but only to the extent the effect on such person and its subsidiaries, is not materially worse than the effect on similarly situated banks; (iii) changes in global, national or regional political or social conditions or general economic or market conditions (including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, and price levels or trading volumes in the United States or foreign securities markets) affecting other companies in the industries in which such party and its subsidiaries operate but only to the extent the effect on such person and its subsidiaries, is not materially worse than the effect on similarly situated banks, (iv) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including any underlying causes thereof unless separately excluded hereunder, or changes in the trading price or trading volume of a party’s common stock, in and of itself, but not including any underlying causes thereof unless separately excluded hereunder, (v) any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, (vi) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) or actions or omissions taken with the prior written consent of the other party hereto or expressly required by this Agreement, or (vii) reasonable expenses incurred by either party in negotiating, documenting, effecting and consummating the transactions contemplated by this Agreement; or (b) prevents or materially impairs the ability of such party to timely consummate the transactions contemplated hereby.

9.4 “Knowledge” and “Belief.” The term “knowledge” or “belief,” as used with respect to a party shall mean the actual knowledge of the executive officers and directors of such Party and that knowledge that any executive officer or director of the party would have obtained upon a reasonable examination of the books, records and accounts of such party.

9.5. Severability . Except to the extent that application of this Section 9.5 hereof would have a material adverse effect on FVCB, FVCbank or Colombo, any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. In all such cases, the parties shall use their reasonable best efforts to substitute a valid, legal and enforceable provision which, insofar as practicable, implements the original purposes and intents of this Agreement.

9.6. Headings . The headings of the Articles and Sections of this Agreement are for convenience of reference only and shall not be deemed to be a part of this Agreement. When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or ‘‘including’’ are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

9.7. Attorneys’ Fees . In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees in addition to any other remedy.

9.8. Schedules and Exhibits . All schedules and exhibits referred to herein are intended to be and hereby are specifically made a part of this Agreement. The parties acknowledge and agree that the inclusion of an item in a Disclosure Schedule as an exception to a representation shall not be deemed an admission by a party that such item was required to be disclosed therein.

9.9. Miscellaneous . This Agreement (including schedules, exhibits, documents and instruments referred to herein)

(a) together with all disclosure letters, schedules, exhibits, documents and instruments attached hereto or required to be delivered herewith, or at or prior to Closing, constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof;

(b) is not intended to confer upon any person not a party hereto any rights or remedies hereunder, other than with respect to the provisions of Section 6.10 which shall inure to the benefit of the directors, officers and employees of Colombo referred to therein and their respective heirs and personal representatives, who are intended to be third-party beneficiaries thereof;

(d) shall be governed in all respects by the laws of the Commonwealth of Virginia without regard to the choice of laws provisions thereof; and

(e) may be executed in two or more counterparts which together shall constitute a single agreement.

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be affixed hereto, all as of the date first written above.

ATTEST: [SEAL]	FVCBANKCORP, INC.


/s/ Patricia A. Ferrick	By:	/s/ David W. Pijor
Name: Patricia A. Ferrick		David W. Pijor
Title: Secretary		Chairman and Chief Executive Officer

ATTEST: [SEAL]	FVCBANK


/s/ Patricia A. Ferrick	By:	/s/ David W. Pijor
Name: Patricia A. Ferrick		David W. Pijor
Title: Secretary		Chairman and Chief Executive Officer

ATTEST: [SEAL]	COLOMBO BANK


/s/Pamela G. Wilson	By:	/s/ Gilbert F. Kennedy III
Name: Pamela G. Wilson	Name: Gilbert F. Kennedy III
Title: Corporate Secretary	Title: President and Chief Executive Officer

Signature page to Merger Agreement

EXHIBIT A

Form of Plan of Merger

[Signature page to Plan of Merger]

PLAN OF MERGER

merging

COLOMBO BANK

a Maryland chartered commercial bank

with and into

FVCBANK

a Virginia chartered commercial bank

1. Merger . Colombo Bank ( “Colombo” ), a Maryland chartered commercial bank, shall upon the Effective Time (as defined in Section 2 below) be merged (the “Merger” ) with and into FVCbank ( “FVCbank” ), a commercial bank organized under the laws of the Commonwealth of Virginia, in accordance with the applicable provisions of the Virginia Stock Corporation Act (the “VSCA” ) and Title 6.2 of the Code of Virginia, and the Agreement and Plan of Merger by and between FVCbankcorp, Inc., the sole shareholder of FVCbank, (“FVCB”), FVCbank and Colombo dated May 3, 2018 (the “Merger Agreement” ). As a result of the Merger, the separate corporate existence of Colombo shall cease and FVCbank shall continue as the surviving corporation (the “Successor Institution” ) following the Merger. The corporate existence of FVCbank, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected and unimpaired by the Merger.

2. Effective Time; Effects of the Merger .

a. The Merger shall, in accordance with and subject to the provisions of the Merger Agreement become effective at the later of (i) the filing of Articles of Merger with the Virginia State Corporation Commission (the “SCC” ) in accordance with the provisions of Section 13.1-720 of the Virginia Stock Corporation Act; (ii) the filing of the appropriate articles of merger with the Maryland State Department of Assessments and Taxation (“SDAT”); and (iii) the time set forth in such Articles of Merger; such time referred to herein as the “Effective Time.”

b. At the Effective Time, the Merger shall have the effects set forth in Section 13.1-721 of the VSCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time the separate corporate existence of Colombo shall cease and FVCbank as the Successor Institution shall succeed to and possess all of the properties, rights, powers, privileges, franchises, patents, trademarks, licenses, registrations, and other assets of every kind and description of Colombo, and shall be subject to, and responsible for, all debts, liabilities and obligations of Colombo, all without further act or deed, in accordance with the applicable provisions of the VSCA.

c. The Successor Institution shall continue to operate under the name “FVCbank.”

3. Articles of Incorporation . The Articles of Incorporation of FVCbank in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Successor Institution, until the same shall thereafter be changed or amended in accordance with the provisions of the laws of the Commonwealth of Virginia.

4. Bylaws . The Bylaws of FVCbank in effect immediately prior to the Effective Time shall be the Bylaws of the Successor Institution, until the same shall thereafter be changed or amended in accordance with the provisions of the laws of the Commonwealth of Virginia.

5. Board of Directors . The Board of Directors of FVCbank serving immediately prior to the Effective Time, together with Morton A. Bender, shall serve as the Board of Directors of the Successor Institution until their successors are duly elected and qualified.

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6. Officers . The officers of FVCbank serving immediately prior to the Effective Time shall serve as the officers of FVCbank as the Successor Institution until their successors are duly appointed by the Board of Directors.

7. Authorized Capital Stock of FVCbank . The authorized capital stock of FVCbank, as the Successor Institution, shall be ten million (10,000,000) shares of common stock, $5.00 par value ( “FVCbank Common Stock” ) and one million (1,000,000) shares of preferred stock, $5.00 par value.

8. Manner and Basis of Converting Securities . At the Effective Time, by virtue of the Merger and without any action on the part of Colombo, FVCB, FVCbank, or any holder of any shares of capital stock of Colombo, FVCB or FVCbank:

(a) Colombo Common Stock . Each share of common stock, $0.01 par value per share, of Colombo (“Colombo Common Stock”) (excluding shares of Colombo Common Stock held by Colombo (other than in a fiduciary capacity) or by FVCB or FVCbank (other than in a fiduciary capacity) and Dissenting Shares (as hereinafter defined)), shall automatically, and without further action, be converted into, cancelled, and exchangeable for the right to receive a combination of: (i) the number of shares, rounded to six decimal places (the “Conversion Ratio”), of FVCB common stock $0.01 par value per share (the “FVCB Common Stock”), determined by dividing $0.043492 by the average of the closing price per share of FVCB Common Stock for the five trading days ending on and including the second trading day immediately prior to the Closing Date (the “Price Determination Period”) as reported on the OTCQX market, or if the FVCB Common Stock is listed for trading on the Nasdaq Stock Market LLC (“Nasdaq”) on Nasdaq (the “Average Closing Price”) (the “Stock Consideration”), and (ii) cash in an amount equal to $0.053157 per share of Colombo Common Stock (the “Cash Consideration”); provided, however, that any beneficial owner of Colombo Common Stock that would be entitled to receive fewer than 100 shares of FVCB Common Stock (“Odd Lot Holders”), shall, subject to the procedures hereinafter provided, be entitled to elect to receive only cash in exchange for such beneficial owner’s Colombo Common Stock, in an amount equal to $0.096649 per share of Colombo Common Stock (the All Cash Consideration”). The Stock Consideration, the Cash Consideration and the All Cash Consideration, together with cash in lieu of fractional shares as provided in Section 2.1(b), are referred to herein collectively as the “Merger Consideration.”

(b) No Fractional Shares. No fractional shares of FVCbank Common Stock will be issued in connection with the exchange contemplated by the Merger, and holders of Colombo Common Stock entitled to fractional shares shall be paid cash in lieu of such fractional shares, without interest, based on the Average Closing Price, with any fraction of a cent being rounded to the nearest cent (with one-half cent being rounded upward).

(c) Adjustment for Changes in FVCB Common Stock. The Conversion Ratio shall be proportionately adjusted in the event that the FVCB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares of FVCB Common Stock or any securities through a reorganization, reclassification, stock dividend, stock split, combination or subdivision or other like changes of the FVCB Common Stock the record date for which is after the date hereof but prior to the Effective Time. For the sake of clarity, no adjustment pursuant to this section shall be made as a result of any issuance for consideration approved by the Board of Directors of FVCB of shares of FVCB Common Stock, or the issuance of shares under any FVCB Stock Plan (as hereinafter defined).

(d) Colombo Common Stock Held by Parties. All shares of Colombo Common Stock held by Colombo (other than in a fiduciary capacity), or by FVCB or FVCbank (other than in a fiduciary capacity), shall be cancelled and shall not be converted as provided in Section 8(a). Any such shares held by Colombo shall not be considered outstanding.

(e) FVCB Common Stock. Each share of FVCB Common Stock outstanding immediately prior to the Effective Time shall be unchanged, and shall continue to represent an issued and outstanding share of FVCB Common Stock.

9. Election, Exchange Procedures.

(a) FVCB shall appoint its transfer agent or, with the written consent of Colombo, which shall not be unreasonably withheld, another agent independent of and unaffiliated with FVCbank or Colombo. as exchange agent (the “Exchange Agent”) for the purpose of exchanging certificates representing Colombo Common Stock for the Merger Consideration, and to receive elections, if any, by Odd Lot Holders to receive All Cash Consideration. At or

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prior to the Effective Time, FVCB shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Colombo Common Stock, for exchange in accordance with this Section 9, or shall duly authorize and direct issuance by the Exchange Agent of: (i) certificates representing the shares of FVCB Common Stock, or evidences of uncertificated shares of FVCB Common Stock, that constitute the Stock Consideration; and (ii) an amount of cash necessary to satisfy the Cash Consideration, the All Cash Consideration and cash in lieu portion of the Merger Consideration.

(b) As promptly as practicable, but in no event less more than 7 business days, after the mailing of the Proxy Statement, FVCB shall cause the Exchange Agent to send an election form (the Election Form”), in such form as FVCB and Colombo may agree, to each beneficial owner of Colombo Common Stock. The Election Form shall provide each such shareholder the opportunity to elect to receive the All Cash Consideration in the event that they are an Odd Lot Holder. Odd Lot Holders who make no election by the date of the Colombo Shareholder Meeting shall be deemed to have rejected the opportunity to elect the All Cash Consideration. Elections by holders of Colombo Common Stock who shall be determined not be Odd Lot Holders based upon the Conversion Ratio shall be of no force or effect.

(c) As promptly as practicable, but in no event more than 7 business days, after the Effective Time, FVCB shall cause the Exchange Agent to send to each holder of record of Colombo Common Stock immediately prior to the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates to the Exchange Agent) for use in the exchange of such shares of Colombo Common Stock for the Merger Consideration. As promptly as possible after receipt of the letter of transmittal, each former shareholder of Colombo shall surrender his or her certificates to the Exchange Agent; provided, that if any former shareholder of Colombo shall be unable to surrender his or her Colombo Common Stock certificates due to loss or mutilation thereof, he or she may make a constructive surrender by following the procedures customarily followed in the replacement of lost or mutilated certificates, including the posting of appropriate bond. Upon actual or constructive surrender of Colombo Common Stock certificates from a former Colombo shareholder, the Exchange Agent shall issue such shareholder, in exchange therefore, one or more certificates representing the number of whole shares of FVCB Common Stock into which such holder’s shares of Colombo Common Stock have been converted, or at the election of FVCB, a statement reflecting the issuance of uncertificated shares, together with a check in the amount of the Cash Consideration or All Cash Consideration and any cash in lieu of fractional shares of FVCB Common Stock. In the event of a dispute with respect to ownership of stock represented by any certificate, FVCB and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

(d) FVCB shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and letters of transmittal.

(e) All Colombo Common Stock certificates must be surrendered to the Exchange Agent within six months of the Effective Time. Any former shareholder of Colombo that shall not have properly surrendered his or her certificates within such period, shall thereafter look only to FVCB for the Merger Consideration deliverable in respect of such holders shares of Colombo Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed on or before the day prior to the date on which such cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. the shares of FVCB Common Stock that would otherwise have been issued to such shareholder may, at the option of FVCB, be sold and the net proceeds of such sale, together with the amount of cash into which any of such holder’s shares of Colombo Common Stock have been converted plus any cash in

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respect of fractional shares and any previously accrued dividends, shall be held by FVCB for such shareholder’s benefit in a non-interest bearing deposit account at FVCB or another depository institution, the deposits of which are insured by the Federal Deposit Insurance Corporation (the “FDIC”), chosen by FVCB in its discretion, and the sole right of such shareholder shall be the right to receive any certificates for FVCB Common Stock which have not been so sold, and to collect cash in such account, without interest. Subject to all applicable laws of escheat, such amounts shall be paid to such former shareholder of Colombo, without interest, upon proper surrender of his or her Common Stock certificates.

(g) All dollar amounts payable to any shareholder as a result of the payment of cash in lieu of fractional shares pursuant to Section 8(b) will be rounded to the nearest cent (with one-half cent being rounded upward), based on the aggregate amount payable for all shares registered in such shareholder’s name.

(h) Following the Effective Time, certificates which formerly represented shares of Colombo Common Stock shall be deemed for all purposes to represent the number of whole shares of FVCB Common Stock into which they have been converted, except that until exchanged in accordance with the provisions of this Section 9, the holders of such shares shall not be entitled to receive dividends or other distributions or payments in respect of FVCB Common Stock.

(i) Notwithstanding anything to the contrary contained in this Agreement, each share of Colombo Common Stock which is issued and outstanding immediately prior to the Effective Time and which is owned by a holder who (i) shall have voted such shares against the Merger, and (ii) pursuant to Maryland Code Annotated, Fin. Inst. Section 3-718 et seq. (the “Dissenters’ Rights Statutes”), duly and validly exercises and perfects his, her or its appraisal rights with respect to such shares of Colombo Common Stock (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but, instead, the holder thereof, with respect to such Dissenting Shares, shall be entitled to payment in cash from FVCB of the appraised value of the Dissenting Shares in accordance with the provisions of the Dissenters’ Rights Statutes. If any such holder shall have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such appraisal rights, each share of Colombo Common Stock of such holder as to which appraisal rights were not duly and validly exercised or perfected, or were effectively withdrawn or lost, shall not be deemed a Dissenting Share and shall automatically be converted into and shall thereafter be exchangeable only for the right to receive the Merger Consideration as provided in this Agreement. Colombo will provide FVCB and FVCbank (a) prompt notice of any written demands received by Colombo for appraisal of shares of Colombo Common Stock, attempted withdrawals of such demands and any other instruments served on and received by Colombo pursuant to Dissenters’ Rights Statutes, and (b) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under Dissenters’ Rights Statutes. The Colombo shall not, except with the prior written consent of FVCB and FVCbank, make any payment with respect to any demands for appraisal, settle or offer to settle any such demands, or approve any withdrawal of any such demands.

10. Banking Operations of the Successor Institution .

(a) At the Effective Time, deposit accounts of Colombo shall be converted into deposit accounts at FVCbank as the Successor Institution having, as of the Effective Time, the same deposit balances.

(b) FVCbank, as the Successor Institution, shall have its principal banking office at 11325 Random Hills Road, Fairfax, VA 22030

11. Amendment . Subject to the terms of the Merger Agreement, this Plan of Merger may be amended by the Boards of Directors of FVCbank and Colombo at any time prior to the Effective Time.

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12. Automatic Termination . In the event that the Merger Agreement is terminated and the merger of Colombo with and into FVCbank contemplated thereby is terminated, abandoned or otherwise cancelled, then this Plan of Merger shall be withdrawn and terminated; provided, however, that any such termination of this Plan of Merger shall not relieve any party hereto from liability on account of a breach by such party of any of the terms hereof or thereof.

13. Abandonment . At any time prior to the Effective Time, the Merger may be abandoned, subject to regulatory approval and to the terms of the Merger Agreement, without further shareholder action in the manner determined by the Boards of Directors of FVCbank and Colombo. Written notice of such abandonment shall be filed with the SCC prior to the Effective Time.

14. Conditions Precedent . The respective obligations of each party under this Plan of Merger shall be subject to the satisfaction, or waiver by the party permitted to do so, of the conditions set forth in Article VII of the Merger Agreement.

15. Successors . This Plan of Merger shall be binding on the successors of FVCbank and Colombo.

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IN WITNESS WHEREOF, each of FVCbank and Colombo have caused this Plan of Merger to be executed by their duly authorized officers and their corporate seals to be hereunto affixed as of the 3 rd day of May, 2018.

		FVCBANK

Attest:


		By:
Name: Patricia A. Ferrick		David W. Pijor
Secretary		Chairman and Chief Executive Officer


		COLOMBO BANK
Attest:


		By:
Name: Pamela G. Wilson		Name: Gilbert F. Kennedy III
Title: Corporate Secretary		Title: President and Chief Executive Officer Name

[Signature page to Plan of Merger]

EXHIBIT B

Form of Support Agreement

[Included as Exhibit 99.1]

Exhibit 3.1

ARTICLES OF INCORPORATION

FVCBANKCORP, INC.

The undersigned incorporator does hereby form a stock corporation under the provisions of Chapter 9 of Title 13.1 of the Code of Virginia, 1950, as amended, and to that end sets forth the following:

ARTICLE I

NAME

The name of the corporation is “FVCBankcorp, Inc.” hereinafter called the Corporation.

ARTICLE II

REGISTERED OFFICE

The post office address of the initial Registered Office of the Corporation is 11325 Random Hills Road, Suite 240, Fairfax, Virginia 22030, in the City of Fairfax.

ARTICLE III

REGISTERED AGENT

The name of the initial Registered Agent of the Corporation is David W. Pijor, a resident of the State of Virginia and a member of the Virginia State Bar, whose address is the same as the initial Registered Office of the Corporation.

ARTICLE IV

PURPOSES AND POWERS

The purpose for which the Corporation is formed is to serve as a holding company for banking institutions and to engage in any or all lawful business, including without limitation insurance agency and related businesses, not required to be stated in the Articles of Incorporation for which corporations may be incorporated under the Virginia Stock Corporation Act as amended from time to time.

ARTICLE V

AUTHORIZED CAPITAL AND VOTING RIGHTS

The Corporation shall have authority to issue 10,000,000 shares of common stock, par value $0.01 per share and 1,000,000 shares of preferred stock, par value $0.01 per share. Each share of common stock shall have one (1) non-cumulative vote on all matters presented for the vote of the common shareholders, including the election of directors. Stockholders shall have no preemptive rights to acquire unissued or treasury stock. The Board of Directors of the Corporation is authorized to divide the shares of preferred stock into one or more classes or series, and to fix and determine the variations in the relative rights and preferences as between classes or series. Each class or series shall be designated so as to distinguish the shares thereof from the shares of all other classes or series. The Board of Director is authorized to file, and prior to issuance of any shares of any class or series of preferred stock shall file, articles of amendment fixing and setting forth the preferences, limitations and relative rights of such class or series.

ARTICLE VI

DIRECTORS

The number of directors constituting the entire board shall be not less than five (5) nor more than fifteen (15), the exact number of which as may be fixed from time to time in accordance with the bylaws, provided that the number of directors shall not be reduced so as to shorten the term of any director then in office, and further provided that the number of directors shall be nine (9) until otherwise fixed by a majority of the Board of Directors.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

(1) To the full extent permitted and in the manner prescribed by the Virginia Stock Corporation Act and any other applicable law, the Corporation shall indemnify a director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or officer.

(2) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested directors, to cause the Corporation to indemnify or contract in advance to indemnify any director, and to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in Section 1 of this Article who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 1.

(3) Notwithstanding any other provisions in this Article, the Corporation shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the Corporation against reasonable expenses incurred by him in connection with the proceeding.

(4) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

(5) In the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to Section 1 of this Article shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

(6) The provisions of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

(7) The provisions of this Article shall not be exclusive of any other indemnification to which such persons may be entitled under any bylaw, agreement, statute, vote of shareholders or disinterested directors, or otherwise.

(8) Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators.

ARTICLE VIII

DURATION

The duration of the Corporation shall be unlimited.

ARTICLE IX

PERSONAL LIABILITY OF DIRECTORS AND OFFICERS

To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages.

ARTICLE X

FACTORS TO BE CONSIDERED IN CERTAIN TRANSACTIONS

In the event the board of directors shall evaluate a business combination or other offer of another party to make a tender or exchange offer for any equity security of the Corporation; merge or consolidate the Corporation with another corporation; purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation; engage in any transaction similar to, or having similar effects as, any of the foregoing (a “business combination”), the directors shall consider, among other things, the following factors: the effect of the business combination on the Corporation and its subsidiaries, and their respective shareholders, employees, customers and the communities which they serve; the timing of the proposed business combination; the risk that the proposed business combination will not be consummated; the reputation, management capability and performance history of the person proposing the business combination; the current market price of the Corporation’s capital stock; the relation of the price offered to the current value of the Corporation in a freely negotiated transaction and in relation to the directors’ estimate of the future value of the Corporation and its subsidiaries as an independent entity or entities; tax consequences of the business combination to the Corporation and its shareholders; and such other factors deemed by the directors to be relevant. In such considerations, the board of directors may consider all or certain of such factors as a whole and may or may not assign relative weights to any of them. The foregoing is not intended as a definitive list of factors to be considered by the board of directors in the discharge of their fiduciary responsibility to the Corporation and its shareholders, but rather to guide such consideration and to provide specific authority for the consideration by the board of directors of factors which are not purely economic in nature in light of the circumstances of the Corporation and its subsidiaries at the time of such proposed business combination.

DATED this 28 th day of May 2015.

	/s/ David W. Pijor
	David W. Pijor
	Incorporator

Exhibit 3.2

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

FVCBANKCORP, INC.

In accordance with the provisions of Section 13.1-707 and Section 13.1-710 of the Virginia Stock Corporation Act, as amended, and the articles of incorporation of FVCBankcorp, Inc. (the “Company”), the Company does hereby deliver to the State Corporation Commission for filing these Articles of Amendment to the Articles of Incorporation of the Company, which shall be effective upon filing.

FIRST: The name of the Company is “FVCBankcorp, Inc.”.

SECOND: The text of the amendment is as follows:

Article V of the Articles of Incorporation be amended and restated to read in its entirety as follows:

“ARTICLE V. Authorized Capital and Voting Rights . The Corporation shall have authority to issue 20,000,000 shares of common stock, par value $0.01 per share and 1,000,000 shares of preferred stock, par value $0.01 per share. Each share of common stock shall have one (1) non-cumulative vote on all matters presented for the vote of the common shareholders, including the election of directors. Stockholders shall have no preemptive rights to acquire unissued or treasury stock. The Board of Directors of the Corporation is authorized to divide the shares of preferred stock into one or more classes or series, and to fix and determine the variations in the relative rights and preferences as between classes or series. Each class or series shall be designated so as to distinguish the shares thereof from the shares of all other classes or series. The Board of Director is authorized to file, and prior to issuance of any shares of any class or series of preferred stock shall file, articles of amendment fixing and setting forth the preferences, limitations and relative rights of such class or series.”

THIRD: The foregoing amendment was proposed and adopted by the Board of Directors of the Company on February 18, 2016 and submitted to the shareholders of the Company in accordance with the provisions of the Virginia Stock Corporation Act.

FOURTH: The foregoing amendment was presented to, and adopted by, the holders of the Common Stock, $0.01 par value, of the Company, the only class of capital stock of the Company entitled to vote on the amendments, at the Annual Meeting of Shareholders of the Company, duly called and held in accordance with the provisions of the Virginia Stock Corporation Act, on April 28, 2015, as of which date there were 6,502,202 shares of Common Stock issued and outstanding and entitled to vote on the amendment, each of which shares was entitled to cast one vote, for an aggregate of 6,502,202 votes.

FIFTH: The total number of undisputed votes cast in favor of the amendment to ARTICLE V of the Articles of Incorporation was 4,830,365, constituting 74.3% of the votes entitled to be cast on the amendment to ARTICLE V. The number of undisputed votes cast in favor of the amendment of ARTICLE V was sufficient for approval of the amendment of ARTICLE V by the holders of the Common Stock.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, the undersigned, duly authorized, has executed these Articles of Amendment, this 5 th day of May, 2016.

	FVCBANKCORP, INC.

	/s/ David W. Pijor
	David W. Pijor
	President and Chief Executive Officer

Exhibit 3.3

FVCBANKCORP, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be located in the Commonwealth of Virginia, at such place as shall be determined by the Board of Directors.

Section 2. Other Offices. The Company may also have offices at such other places both within and without the Commonwealth of Virginia as the Board of Directors may from time to time determine or the business of the Company may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Place of Annual Meeting. All annual meetings of the shareholders shall be held at the main office of the Company in the Commonwealth of Virginia, or elsewhere in the United States as designated by the Board of Directors.

Section 2. Time of Annual Meetings. The annual meeting of the shareholders of the Company, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 3. Notice of Annual Meeting. Written or printed notice of the annual meeting stating the date, time and place of the meeting shall be mailed not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the President, the Secretary, or the person authorized to call the meeting, to each shareholder of record entitled to vote at such meeting.

Notwithstanding the preceding paragraph, notice of a shareholders’ meeting to act on an amendment of the Articles of Incorporation, on a plan of merger or share exchange, on a proposed sale of assets other than in the regular course of business, or on a plan of dissolution shall be given, in the manner provided herein, not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Any such notice shall be accompanied by a copy of the proposed amendment, plan of merger or share exchange, or plan of proposed sale of assets.

Section 4. Time and Place of Special Meetings. Special meetings of shareholders for any purpose may be held at such time and place in the United States within or without the Commonwealth of Virginia as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 5. Calling of Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise proscribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board of Directors, the President or the Board of Directors.

Section 6. Notice of Special Meetings. Written or printed notice of a special meeting, stating the date, time and place of the meeting and the purpose or purposes for which the meeting is called, shal1 be mailed not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the person authorized to call the meeting, to each shareholder of record entitled to vote at such meeting.

Notwithstanding the preceding paragraph, notice of a shareholders’ meeting to act on an amendment of the Articles of Incorporation, on a plan of merger or share exchange, on a proposed sale of assets other than in the regular course of business, or on a plan of dissolution shall be given, in the manner provided herein, not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Any such notice shall be accompanied by a copy of the proposed amendment, plan of merger, or share exchange, or plan of proposed sale of assets.

Section 7. Business of Special Meeting. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. A shareholder’s attendance at a meeting waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

Section 8. Waiver of Notice. A waiver of any notice of an annual or special meeting of shareholders, herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice. A shareholder who attends a meeting shall be deemed to have had timely and proper notice of the meeting, unless he or she, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting. Notice of any adjourned or recessed meeting need not be given.

Section 9. Record Date. The Board of Directors may fix the record date, which shall be not more than seventy (70) days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders, meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one-hundred twenty (120) days after the date fixed for the original meeting.

If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

Section 10. Conduct of Meetings. Meetings of shareholders shall be presided over by the Chairman of the Board of Directors or, if he is not present, by the President of the Company or, if none of said officers is present, by a chairman to be appointed by the Board of Directors. The Secretary of the Company, or if he is not present, any Assistant Secretary , shall act as secretary of such meeting; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as secretary of the meeting. The Board of Directors of the Company may adopt by resolution such rules and regulations for the conduct of the meeting of shareholders as it shall deem appropriate.

Section 11. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof and make a written report thereof. If an inspector or inspectors are not available to act at the meeting, the person presiding at the meeting may, but need not, appoint one or more inspectors. Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspector or inspectors, if any, shall (i) ascertain the number of shares of stock outstanding and the voting power of each, (ii) determine the shares of stock represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.

Section 12. Quorum. A majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 13. Requisite Vote. If a quorum is present, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action unless the vote of a greater number of affirmative votes is required by law or the Articles of Incorporation.

Section 14. Voting. At all meetings of shareholders, every shareholder entitled thereat shall have one (1) vote for each share of stock standing in his or her name on the books of the Company on the date for the determination of shareholders entitled to vote at such meeting.

Section 15. Proxies. A shareholder may vote in person or by proxy, so long as said proxy is properly executed by the shareholder or his duly authorized attorney and bears a date not more than eleven (11) months prior to the date of the meeting, unless the proxy provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged.

Section 16. Action by Unanimous Consent. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the Secretary of the Company for inclusion in the minutes or filing with the corporate records.

Section 17. Shareholder Proposals. Any shareholder entitled to vote in the election of Directors generally may propose one or more matters for presentation to the shareholders at any annual meeting of shareholders, provided that such shareholder has provided written notice of such shareholder’s intent to make such proposal or proposals, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not later than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting. Each such notice shall set forth: (i) the name and address of the shareholder(s) who intends to make the proposal; (ii) the number of shares of each class of stock of the Company beneficially owned or directly or indirectly controlled by each such person; (iii) such other information regarding each such proposal as would be required to be included in a proxy statement soliciting proxies for the approval of such proposal pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended; and (iv) a description of all arrangements or understandings between the shareholder(s) and any other person or persons (naming such person or persons) pursuant to which the proposal or proposals are to be made by the shareholder(s). For purposes of this paragraph, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 and Rule 13d-5 under the Securities and Exchange Act of 1934, as amended, and a shareholder shall be deemed to control all shares which such shareholder would be deemed or presumed to control in a control determination made in accordance with the provisions of applicable Company regulatory laws and regulations. The presiding officer of the meeting may refuse to acknowledge or present any proposal of any person not made in compliance with the foregoing procedure. Nothing contained in this By-law shall require the presentation for the vote or consideration of the shareholders of any matter which is not appropriate for action by the shareholders. No business or proposal shall be presented for the vote or consideration of shareholders at a special meeting of shareholders other than that contained in the notice of meeting and matters incidental to the conduct of such meeting.

Section 18. Nominations for Director. Nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder entitled to vote in the election of Directors generally. However, any shareholder entitled to vote in the election of Directors generally may nominate one or more persons for elections as Directors at a meeting only if written notice of such shareholder’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not later than (i) with respect to an election to be held at the annual meeting of shareholders, ninety (90) days prior to the anniversary date of the immediately preceding annual meeting; and (ii) with respect to an election to be held at a special meeting of the shareholders for the election of Directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. Each such notice shall set forth: (i) the name, age, business address and, if known, the residence address of each nominee proposed; (ii) the principal occupation or employment of each such nominee; (iii) the number of shares of each class of stock of the Company beneficially owned or directly or indirectly controlled by each such nominee; (iv) such other information regarding each such nominee as would be required to be included in a proxy statement soliciting proxies for the election of the proposed nominee pursuant to Regulation l4A under the Securities and Exchange Act of 1934, as amended; (v) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; and (vi) as to the shareholder making such nomination (a) his name and address as they appear on the stock transfer books of the Company and (b) the number of shares of each class of stock of the Company beneficially owned or directly or indirectly controlled by such shareholder . For purposes of this paragraph, beneficial

ownership of shares shall be determined in accordance with Rule 13d-3 and Rule 13d-5 under the Securities and Exchange Act of 1934, as amended, and a proposed nominee or shareholder shall be deemed to control all shares which such proposed nominee or shareholder would be deemed or presumed to control in a control determination made in accordance with the provisions of applicable Company regulatory laws and regulations. Notwithstanding any other provision hereof, failure of any shareholder nomination for election as director to comply with the provisions of this Article shall result in the proposed nomination not being presented to the shareholders at the meeting.

ARTICLE III

DIRECTORS

Section 1. Board. The Board of Directors of the Company shall have the power to manage or direct the management of, and administer, or direct the administration of, the business and affairs of the Company. Except as expressly limited by law, all corporate powers of the Company shall be vested in and be exercised by the Board of Directors.

Section 2. Number of Directors: Qualifications and Term. The Board of Directors shall consist of such number of Directors, not less than five (5) nor more than fifteen (15) directors, as the Board may determine from time to time. Each director must be a shareholder of the Company, owning in his or her sole name shares of stock having a book value of not less than $5,000, calculated as of the last business day of the calendar year immediately preceding the election of the director, which stock must be unpledged and unencumbered at the time such director becomes a director and during the whole of his or her term. So long as the director is successively reelected, there is no requirement to increase the shares of stock owned.

The first Board of Directors shall hold office until the first annual meeting of shareholders. After such time, the Directors shall be elected annually by the shareholders at the annual meeting. Each director shall hold office until his or her successor is duly elected and qualified, unless such Director shall earlier die, resign or be removed in accordance with the law.

Section 3. Removal. The shareholders may remove one (1) or more directors with or without cause, but only at a meeting called for such purpose. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is the removal of the director.

Section 4. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the Board of Directors or, if the directors remaining in office constitute fewer than a quorum of the Board, the vacancy may be filled by the affirmative vote of a majority of the directors remaining in office.

Section 5. Books. The books of the Company shall be kept within the Commonwealth of Virginia, at such place or places as the Board may from time to time determine.

Section 6. Place of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the Commonwealth of Virginia.

Section 7. Regular Meeting of the Board. The Board of Directors shall hold meetings at least once in each calendar month, at which meeting a majority of the whole Board shall be necessary for the lawful transaction of business. Regular meetings of the Board may be held without notice, at such times and places as the directors may determine.

Section 8. Special Meetings of the Board. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President on three (3) days’ notice to each director, by mail, or on two (2) days’ notice to each director personally, by email or by facsimile telecommunication, but such notice may be waived by any director; special meetings shall be called by the Chief Executive Officer President or Secretary in like manner and on like notice on the written request of seven (7) directors.

Section 9. Waiver of Notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director, at the beginning of the meeting or upon arrival of the director, objects

to holding the meeting or transacting business at the meeting and does not thereafter vote for or assert to action taken at the meeting.

A director may waive notice before or after the date and time stated in the notice in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records, and such waiver shall be equivalent to the giving of such notice.

Section 10. Business to be Transacted. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 11. Quorum of Directors. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the Articles of Incorporation, provided, however, that if a majority of the directors is less than five (5), then a quorum shall consist of the greater of (i) a majority of directors and (ii) five (5) directors. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute or by the Articles of Incorporation.

If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 12. Meetings by Telephonic Equipment. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by these means is deemed to be present in person at the meeting.

Section 13. Action by Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if one or more consents in writing, setting forth the action so taken, shall be signed by each director entitled to vote with respect to the subject matter thereof and included in the minutes or filed with the corporate records reflecting the action taken.

Section 14. Resignations. Any director of the Company may resign at any time, in writing, by notifying the Chairman of the Board of Directors, President or the Secretary of the Company. Such resignation shall take effect at the time notice is delivered unless the notice specifies a later effective date.

Section 15. Chairman of the Board of Directors. The Chairman of the Board shall supervise the carrying out of the policies adopted or approved by the Board of Directors. He shall have authority for the general supervision, management, and control of the business and affairs of the Company and shall perform all other duties and exercise all other powers as are incident to the office of Chairman of the Board and as may be prescribed by these By-Laws. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors. He shall have such other powers and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 16. Director Fees. The Board of Directors may establish, by resolution, fees for service on the Board of Directors or for attendance at meetings of the Board of Directors.

ARTICLE IV

COMMITTEES OF DIRECTORS

Section 1. Appointment of Committees. The Board of Directors may from time to time, by resolution passed by a majority of the Board, designate an executive committee and such other committee or committees as it may determine, each committee to consist of two or more Directors of the Company. Any such committee, to the extent provided in the resolution, shall have and may exercise any of the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Notwithstanding the foregoing, a committee may not:

(1) Approve or recommend action required to be approved by shareholders; or

(2) Fill vacancies on the Board of Directors or any of its committees; or

(3) Amend Articles of Incorporation; or

(4) Adopt, amend or repeal By-Laws; or

(5) Approve a plan or merger not requiring shareholder approval; or

(6) Authorize or approve distributions, except according to a general formula or method prescribed by the Board; or

(7) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board may authorize a committee to do so within limits specifically prescribed by the Board.

Provisions of the Articles of Incorporation and By-Laws governing place of meeting, notice of meeting, quorum and voting requirements of the Board of Directors apply to all committees approved by the Board and their members. The Board must formally ratify written policies authorized by each committee appointed by it before such policies may become effective.

Section 2. Fees of Committee Members. Fees to be paid to members of committees of the Board of Directors for attendance at regular and special meetings shall be set by Board resolutions.

ARTICLE V

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his or her address as it appears on the records of the Company, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile telecommunication.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VI

OFFICERS

Section 1. Officers. The officers of the Company shall be a Chief Executive Officer, a President, a Treasurer and a Secretary and, where elected, one or more Vice-Presidents, any of whom may be designated a senior vice president or an executive vice present, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article. The positions of (1) President and Treasurer, (2) Vice President and Treasurer, and (3) Secretary and Treasurer may be united in one person.

Section 2. Election, Term of Office and Qualifications. The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year. Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3. Subordinate Officers. The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article VI with such duties as are provided in these By-Laws, or as they may from time to time determine. The Board may authorize an officer to appoint one or more officers or assistant officers.

Section 4. Removal. The Board of Directors may remove any officer either with or without cause, at any time. Election or appointment of an officer or agent shall not of itself create any contract rights. Any officer’s removal does not affect such officer’s contract rights, if any, with the Company. An officer’s resignation does not affect the Company’s contract rights, if any, with the officer.

Section 5. Resignations. Any officer may resign at any time by giving written notice to the Company. Any such resignation shall take effect when the notice is delivered unless the notice specifies a later date.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7. Compensation. Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as it shall determine. No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Company.

Section 8. Chief Executive Officer. The Chief Executive Officer (the “CEO”) of the Company shall have responsibility for the general supervision of the business of the Company, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors, and such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors perform such other duties as may be designated. The CEO, or his designee, shall have full power and authority to cast any votes which the Company is entitled to cast as a shareholder of another corporation. Where there is no Chief Executive Officer, or he is unable to discharge his duties, or in his absence, the powers of the CEO shall be vested in the President.

Section 9. President. The President shall be a director and may be the Chief Executive Officer or the Chief Operating Officer of the Company. In general, he shall perform all duties incident to the office of President and such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 10. The Vice-Presidents. The Vice-Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 11. Treasurer. Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Company; receive and receipt for money paid to the Company from any source whatsoever; deposit all such monies in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Company signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Company; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the Chairman or, where there is none, by the President, and have such other powers and authorities as are conferred upon him elsewhere in these By-laws.

Section 12. Secretary. The Secretary shall act as Secretary of all meetings of the shareholders and of the Board of Directors of the Company; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Company are duly given and served; shall be the custodian of the seal of the Company and shall affix the seal or cause it to be affixed to all documents, the execution of which on behalf of the Company under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Company relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors or by a Chairman or, if there is none, by the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 13. Assistant Treasurers and Assistant Secretaries. Assistant Treasurers and Assistant Secretaries, if their offices are established pursuant to Section 3 of this Article VI and if elected or appointed in

accordance with these By-Laws, shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the Chairman of the Board, or, where there is none, by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 14. Clerks and Agents. The Board of Directors empowers the President and such officers as the President may designate to appoint paying tellers, receiving tellers, note tellers, vault custodians, bookkeepers and other clerks, agents and employees as they may deem advisable for the prompt and orderly transaction of the business of the Company, and to define their duties, conditions of employment, fix salaries to be paid and dismiss them.

ARTICLE VII

CERTIFICATES FOR SHARES; TRANSFER AND VOTING OF SHARES

Section 1. Uncertificated Shares; Certificates for Shares . The Board of Directors may authorize the issuance of uncertificated shares by the Company, and may prescribe procedures for the issuance and registration of transfer thereof, and with respect such other matters relating to uncertificated shares as the Board of Directors may deem appropriate. No such authorization shall affect previously issued and outstanding shares represented by certificates until such certificates shall have been surrendered to the Company. At the time of the issuance or transfer of any uncertificated shares, the Company shall issue or cause to be issued to the holder of such shares a written statement of the information required by these bylaws and such other information as may be required to be included on share certificates under Virginia law. Notwithstanding the adoption of any resolution providing for uncertificated shares, each registered holder of shares represented by uncertificated shares shall be entitled, upon request to the custodian of the stock transfer books of the Company, or other person designated as the custodian of the records of uncertificated shares, to have physical certificates representing such shares registered in such holder’s name.

Certificates representing shares of the Company shall be signed by the Chairman of the Board of Directors, the President or a Vice-President and by the Treasurer or an assistant treasurer or by the Secretary or an assistant secretary of the Company, and may be sealed with the seal of the Company or a facsimile thereof.

When the Company is authorized to issue shares of more than one class, there shall be set forth upon the face or back of each certificate, or each certificate shall have a statement that the Company will furnish to any shareholder upon request and without charge a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and, if the Company is authorized to issue different series within a class, the variations in the relative rights, preferences and limitations between the shares of each such series so far as the same have been fixed and determined and the authority of the Board of Directors to fix and determine variations of future series.

Section 2. Signatures. The signatures of the officers upon a certificate may be facsimiles, unless otherwise provided in the Articles of Incorporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Company alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the Company from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

Section 4. Transfer of Shares. Upon surrender to the Company or the transfer agent of the Company of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the Company.

Section 5. List of Shareholders. The officer or agent having charge of the share transfer books shall make, at least ten (10) days before each meeting of shareholders at such meeting or any adjournment thereof, a

complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged by voting group and within each voting groups by class or series of shares, with the address of and the number of shares held by each, which list, for a period often (10) days prior to such meeting, shall be kept on file at the principal business office of the Company and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and such transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share transfer book or to vote at any meeting of the shareholders.

ARTICLE VIII

INDEMNIFICATION

Section 1. Indemnification of Directors. Officers. Employees and Agents. The Company shall indemnify any director or officer who is or may be made a party to any action, suit, proceeding or claim (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a director or officer of the Company against all claims, liabilities, judgments, settlement, costs and expenses, including attorney’s fees, imposed upon and reasonably incurred by him or her in connection with or resulting from such action, suit, proceeding or claim, upon determination that such director or officer conducted himself or herself in good faith and believed (a) in the case of conduct in his or her official capacity, that his or her conduct was in its best interest; (b) in all other cases that his or her conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his or her conduct was unlawful.

Any indemnification under this Section 1 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director or officer is permissible in the circumstances because he or she has met the applicable standard of conduct set forth in this Section 1. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) if such a quorum is not attainable, by a majority vote of a committee duly designated by the Board of Directors, consisting solely of two or more directors not at the time parties to the proceeding, (iii) by special legal counsel, or (iv) by the stockholders.

The Company shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if the director or officer furnishes the Company a written statement of his or her good faith belief that he or she has met the standard of conduct set forth in this Section I, and the director or officer furnishes the Company a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and a determination is made that the facts then known to those making the determination would not preclude indemnification under this Section 1.

The Company shall indemnify a director or officer of the Company to the extent, however, that such director or officer entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the Company against reasonable expenses incurred by him or her in connection with the proceeding.

Notwithstanding any contrary determination in the specific case, and notwithstanding the absence of any determination hereunder, any director or officer who is made a party to a proceeding because he or she is or was a director or officer of the Company may apply to the court conducting the proceeding or to another court of competent jurisdiction for an order directing the Company to make advances or reimbursement for expenses or to provide indemnification. The basis of such indemnification by a court shall be a determination by such court that the director or officer is entitled to such advances, reimbursement or indemnification and shall also order the Company to pay the director’s or officer’s reasonable expenses incurred to obtain the order.

The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power or the obligation to indemnify him or her against such liability under this Section 1.

No indemnification shall be made which would violate the laws of the Commonwealth of Virginia, Section 18(k) of the Federal Deposit Insurance Act or any successor provision of law, or the regulations.

ARTICLE IX

GENERAL PROVISIONS

Section 1. Declarations of Dividends. Subject to the provisions of the Articles of Incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to the law. Dividends may be paid in money or other property subject to any provisions of the Articles of Incorporation, modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Company shall be the calendar year.

Section 4. Seal. The corporate seal shall have inscribed thereon the name of the Company, the year of its organization and the words “Corporate Seal, Virginia.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 5. Amendments. These By-Laws may be amended or repealed .or new by-laws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board unless the Articles of Incorporation or law reserve this power to the shareholders.

Exhibit 4.1

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.01 COMMON STOCK Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * Certificate Number ZQ00000000 FVCBANKCORP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF VIRGINIA ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander Alexander David SamMple ***R* Mr. A.lexaSnderADavidMSampPle ***L* MrE. Alexan&der DavMid SamRple **S** Mr.. AleSxandeAr DaMvid SamPple *L*** MEr. Alex&ander David Sample **** David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander DavidMSampRle ****.Mr. SAlexaAnderMDavidPSamLple *E*** Mr. &AlexandMer DavRid SaSmple.**** SMr. AAlexanMder DaPvid SLampEle **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample is the owner of **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shar*es****0*000Z00**SEhareRs****00O0000**ShHares**U**0000N00**SDhares*R***000E000**DShares**T**000H000**SOhares*U***000S000**AShareNs****00D0000**Shares****0 THIS CERTIFICATE IS TRANSFERABLE IN CITIES DESIGNATED BY THE TRANSFER AGENT, AVAILABLE ONLINE AT www.computershare.com 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000 00**Shares****0Z0000E0**ShRares***O*000000*H*ShareUs****0N00000D**SharRes****0E0000D0**ShareAs****0N00000D**SharesZ****00E0000R**SharOes****0*000*00**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000 **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01 PER SHARE OF FVCBANKCORP, INC. transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers and its Corporate seal to be hereunto affixed. DATED DD-MMM-YYYY COUNTERSIGNED AND REGISTERED: COMPUTERSHARE INC. TRANSFER AGENT AND REGISTRAR, Chairman, President and CEO Corporate Secretary and CFO By AUTHORIZED SIGNATURE CUSIP Holder ID Insurance Value Number of Shares DTC Certificate Numbers 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 Total Transaction XXXXXX XX X XXXXXXXXXX 1,000,000.00 123456 12345678 123456789012345 PO BOX 43004, Providence, RI 02940-3004 Num/No. Denom. Total 1 2 3 4 5 6 7 1 2 3 4 5 6 1 2 3 4 5 6 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 CUSIP 36120Q 10 1

. (Cust) (Minor) (State) (Cust) and not as tenants in common (Minor) (State) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE For value received, hereby sell, assign and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. Dated: 20 Signature: Signature: Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ............................................Custodian ................................................ TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act......................................................... JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT - ............................................Custodian (until age ................................) .............................under Uniform Transfers to Minors Act ................... Additional abbreviations may also be used though not in the above list.

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1 st day of October, 2014 (the “Effective Date”), by and between First Virginia Community Bank, a Virginia chartered commercial bank (the “Bank”), and David W. Pijor (“Executive”).

WHEREAS, the Bank desires to retain Executive as President and Chief Executive Officer of the Bank and Executive desires to accept such employment, all upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Employment. The Bank agrees to employ Executive, and Executive agrees to be employed as President and Chief Executive Officer of the Bank, subject to the terms and provisions of this Agreement. Subject to (i) the nomination of Executive by the Board for election as a member of the Board, (ii) election of Executive as a director by the shareholders of the Bank, and (iii) designation of Executive as Chairman of the Board by the Board, Executive agrees to serve as Chairman of the Board. Executive represents and warrants to the Bank that Executive is not subject to any legal obligations or restrictions that would prevent or limit his entering into this Agreement and performing his responsibilities hereunder.

2. Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:

2.1 “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to, such Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms “controlling,” “controlled by,” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

2.3 “Bank” means First Virginia Community Bank. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term “Bank” shall be deemed to include such successor Entity.

2.4 “Bank Entities” means and includes any of the Bank, and, whether currently existing or hereafter organized, any direct or indirect subsidiary of the Bank, any direct or indirect parent holding company of the Bank, and any direct or indirect subsidiary of any holding company of the Bank.

2.5 “Bank Regulatory Agency” means any governmental authority, regulatory agency, ministry, department, statutory corporation, central bank or other body of the United States or of any other country or of any state or other political subdivision of any of them having jurisdiction over the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, including, but not necessarily be limited to:

(a) the FDIC;

(b) the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of Richmond, the Virginia Bureau of Financial Institutions, or any other federal or state bank regulatory or commissioner’s office;

(d) any predecessor, successor or assignee of any of the foregoing.

2.6 “Board” means the Board of Directors of the Bank.

2.7 “Code” means the Internal Revenue Code of 1986, as amended.

2.8 “Competitive Business” means the banking and financial services business, which includes, without limitation, consumer savings, commercial banking, the savings and loan business and mortgage lending, or any other business in which any of the Bank Entities is engaged or has invested significant resources within the prior six (6) month period in preparation for becoming actively engaged.

2.9 “Competitive Products or Services” means, as of any time, those products or services of the type that any of the Bank Entities is providing, or is actively preparing to provide, to its customers.

2.10 “Disability” means a mental or physical condition which, in the good faith opinion of the Board, renders Executive, with reasonable accommodation, unable or incompetent to carry out the material job responsibilities which Executive held or the material duties to which Executive was assigned at the time the disability was incurred, which has existed for at least three (3) months and which in the opinion of a physician mutually agreed upon by the Bank and Executive ( provided that neither party shall unreasonably withhold such agreement) is expected to be permanent or to last for an indefinite duration or a duration in excess of nine (9) months.

2.11 “FDIA” means the Federal Deposit Insurance Act, as amended.

2.12 “FDIC” means the Federal Deposit Insurance Corporation.

2.13 “Person” means any individual or Entity.

2.14 “Section 280G” means Section 280G of the Code and the regulations and administrative guidance promulgated thereunder.

2.15 “Section 409A” means Section 409A of the Code and the regulations and administrative guidance promulgated thereunder.

2.16 “Term” means the Initial Term and any applicable Renewal Term, each as defined in Section 3.1

2.17 “Termination Date” means the date on which the Term expires pursuant to Section 3.1 or on which the Term is earlier terminated pursuant to Section 7.2, 7.3, 7.4, 7.5 or 9.2, as applicable.

Other terms are defined throughout this Agreement and have the meanings so given them.

3. Term

3.1(a) Initial Term. Executive’s employment hereunder shall commence on the Effective Date of this Agreement and shall continue for a period of three (3) years thereafter, unless sooner terminated in accordance with the provisions of this Agreement (the “Initial Term”).

3.2(b) Renewal Term. The Term of this Agreement shall automatically be extended for a period of one year at the conclusion of the Initial Term, and again extended at the conclusion of each successive one year period thereafter (each such one year period a “Renewal Term”), unless:

(1) either party terminates this Agreement as of the end of the end of the Initial Term or any Renewal Term by giving the other party of written notice of intent not to renew, delivered at least one hundred and twenty (120) days prior to the end of the Initial Term or applicable Renewal Term; or

(2) the Agreement is terminated prior to the end of the Initial Term or any Renewal Term, as applicable, in accordance with Section 7 or Section 9 of this Agreement.

4. Duties of Executive .

4.1 Nature and Substance. Executive shall report directly to the Board. The specific powers and duties of the President and Chief Executive Officer shall include, subject to modification by and within the discretion of the Board, but shall not necessarily be limited to:

(a) the coordination and leadership of the efforts of the Bank to achieve and maintain any and all necessary and/or appropriate Bank Regulatory Agency approvals and permissions prerequisite to its successful continued operation, including coordination of the professional services of counsel, accountants and bank consultants;

(b) the coordination and leadership of the efforts to prepare and present to the Board of budgets for approval, and material adherence of the Bank to the budget approved by the Board;

(c) the coordination and leadership of the efforts to provide such reports, updates and other data and information as may be reasonably required by the Board and Bank Regulatory Agencies;

(d) the coordination and leadership of the Bank’s efforts in regard to the investigation, consideration and implementation of strategic planning activities, merger and acquisition activity and capital raising;

(e) subject to guidelines and/or criteria established by the Board, the hiring, promotion, supervision, retention and discharge of all employees, below the level of Senior Vice President;

(f) the formulation and implementation of the Bank’s employee personnel policies and benefits, subject to approval by the Board;

(g) the promotion of the reputation and business of the Bank within the community;

(h) the advancement of the business purposes of the Bank, including, but not limited to, business development and customer, depositor and public relations;

(i) supervision of the maintenance of the books and accounts and the supervision and maintenance of accounts payable and expenses of the Bank and the reporting of the status thereof at each scheduled or called meeting of the Board or any committee thereof; provided, however, that all expenditures on behalf of the Bank shall be approved in accordance with the terms and conditions of procedures established by the Board;

(j) such other duties of the President and Chief Executive Officer of the Bank as may be enumerated in the Bylaws of the Bank; and

(k) such other duties and responsibilities as are normally incident to the subject position of President and Chief Executive Officer, including assisting, directing and/or supervising the operations and other employees of the Bank upon such terms, conditions, rules, policies and regulations as may be established by the Board from time to time.

4.2 Performance of Services. Executive agrees to devote his full business time and attention to the performance of his duties and responsibilities under this Agreement, and shall use his best efforts and discharge his duties to the best of his ability for and on behalf of the Bank and toward its successful operation. Executive agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of his duties to the Bank, present a conflict of interest with the Bank, breach his duty of loyalty or fiduciary duties to the Bank, or otherwise conflict with the

provisions of this Agreement. Executive shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s participation in an Outside Arrangement would interfere with his satisfactory performance of his duties to the Bank, present a conflict of interest with the Bank, breach his duty of loyalty or fiduciary duties to the Bank, or otherwise conflict with the provisions of this Agreement, Executive shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s right to own or manage executive’s personal passive investments; or service as a director, trustee or similar official of non-profit, civic, cultural, professional or philanthropic organizations, so long as such service does not adversely affect the performance of Executive’s services and duties hereunder.

4.3 Compliance with Law. Executive shall comply with all laws, statutes, ordinances, rules and regulations relating to his employment and duties.

5. Compensation; Benefits. As full compensation for all services rendered pursuant to this Agreement and the covenants contained herein, the Bank shall pay to Executive the following:

5.1 Salary. Commencing on the Effective Date through the end of the Initial Term, Executive shall be paid a salary (“Salary”) of Three Hundred Seventy Five Thousand Dollars ($375,000) on an annualized basis (March 1 — February 28/29). The Bank shall pay Executive’s Salary in equal installments in accordance with the Bank’s regular payroll periods as may be set by the Bank from time to time. Executive’s salary and each additional element of compensation shall be reviewed at least one (1) month prior to March 1, of each year. Executive’s Salary may be increased from time to time, at the discretion of the Board, but may not be decreased without Executive’s consent. Executive shall not be entitled to receive any additional fees, retainer or other compensation for service as a member of the Board or any committee thereof.

5.2. Bonus. Executive shall be entitled to incentive bonus payments as determined pursuant to Board approved incentive plans, or for the achievement of specified goals or objectives determined by the Board or the appropriate committee thereof, or such other bonus payments as the Board, or the appropriate committee thereof, may in its sole discretion determine.

5.3 Withholding. Payments of Salary shall be subject to the customary withholding of income and other employment taxes as is required with respect to compensation paid by an employer to an employee.

5.4 Vacation and Leave. Executive shall be entitled to such vacation and leave as may be provided for under the current and future leave and vacation policies of the Bank for Executive Officers.

5.5 Office Space. The Bank will provide customary office space and office support to Executive.

5.6 Car Allowance. The Bank will pay Executive a monthly car allowance of One Thousand Dollars ($1,000).

5.7 Non-Life Insurance. The Bank will provide Executive with group health, disability and other insurance as the Bank may determine appropriate for all Executive Officers of the Bank.

5.8 Life Insurance.

5.8.1 Executive may obtain a term life insurance policy (the “Policy”) on Executive in the amount of One Million Dollars ($1,000,000), the particular product and carrier to be chosen by Executive in his discretion. Executive shall have the right to designate the beneficiary of the Policy. If the Policy is obtained, Executive shall provide the Bank with a copy of the Policy, and the Bank will pay, during the Term of this Agreement, the premiums for the Policy upon submission by Executive to the Bank of the invoices therefor. If a Policy is obtained and it is cancelled or terminated, Executive shall immediately notify the Bank of such cancellation or termination.

5.8.2 The Bank may, at its cost and for its benefit, obtain and maintain “key-man” life insurance and/or Bank-owned life insurance on Executive in such amount as determined by the Board from time to time. Executive agrees to cooperate fully and to take all actions reasonably required by the Bank in connection with such insurance.

5.9 Expenses. The Bank shall, promptly upon presentation of proper expense reports therefor, pay or reimburse Executive, in accordance with the policies and procedures established from time to time by the Bank for its officers, for all reasonable and customary travel (other than local use of an automobile for which Executive is being provided the car allowance) and other out-of-pocket expenses incurred by Executive in the performance of his duties and responsibilities under this Agreement and promoting the business of the Bank, including the cost of attending business related seminars, meetings and conventions.

5.10 Retirement Plans. Executive shall be entitled to participate in any and all qualified pension or other retirement plans of the Bank which may be applicable to personnel of the Bank.

5.11 Other Benefits. While this Agreement is in effect, Executive shall be entitled to all other benefits that the Bank provides from time to time to its senior executives and such other benefits as the Board may from time to time approve for Executive.

5.12 Eligibility. Participation in any health, life, accident, disability, medical expense or similar insurance plan or any qualified pension or other retirement plan shall be subject to the terms and conditions contained in such plan. All matters of eligibility for benefits under any insurance plans shall be determined in accordance with the provisions of the applicable insurance policy issued by the applicable insurance company.

5.13 Equity Compensation. Executive shall be eligible to receive awards of options, restricted stock or restricted stock units under the Bank’s Amended and Restated 2008 Stock Plan, from time to time, at the discretion of the committee administering said plan, subject to the approval of the Compensation Committee or comparable committee of the Board.

6. Conditions Subsequent to Continued Operation and Effect of Agreement.

6.1 Continued Approval by Bank Regulatory Agencies. This Agreement and all of its terms and conditions, and the continued operation and effect of this Agreement and the Bank’s continuing obligations hereunder, shall at all times be subject to the continuing approval of any and all Bank Regulatory Agencies whose approval is a necessary prerequisite to the continued operation of the Bank. Should any term or condition of this Agreement, upon review by any Bank Regulatory Agency, be found to violate or not be in compliance with any then-applicable statute or any rule, regulation, order or understanding promulgated by any Bank Regulatory Agency, or should any term or condition required to be included herein by any such Bank Regulatory Agency be absent, this Agreement may be rescinded and terminated by the Bank if the parties hereto cannot in good faith agree upon such additions, deletions or modifications as may be deemed necessary or appropriate to bring this Agreement into compliance.

7. Termination of Agreement. Prior to the Expiration Date, the Term of this Agreement may be terminated as provided below in this Article 7.

7.1 Definition of Cause. For purposes of this Agreement, “Cause” means:

(a) any act of theft, fraud, intentional misrepresentation, personal dishonesty or breach of fiduciary duty involving personal gain or similar conduct by Executive with respect to the Bank Entities or the services to be rendered by him under this Agreement;

(b) any Bank Regulatory Agency action or proceeding described in Section 7.9.1(a) against Executive based upon a finding by the Bank Regulatory Agency of his negligence, fraud, malfeasance or misconduct;

(c) Executive’s non-appealable conviction or plea of nolo contendere at the trial court level, of a felony, or any crime of moral turpitude, or involving dishonesty, deception or breach of trust;

(d) any of the following conduct on the part of Executive that Executive has not been corrected or cured within thirty (30) days after having received written notice from the Bank detailing and describing such conduct, or where a correction or cure by its nature cannot be achieved within such period, corrective or curative action has been commenced within such thirty (30) day period (provided, however, that the Bank shall not be required to provide Executive with notice and opportunity to cure more than two (2) times in any twelve (12) month period):

(i) habitual absenteeism, or the failure by or the inability of Executive to devote full time attention and energy to the performance of Executive’s duties pursuant to this Agreement (other than by reason of his death or Disability);

(ii) intentional material failure by Executive to carry out the explicit lawful and reasonable directions, instructions, policies, rules, regulations or decisions of the Board which are consistent with his position;

(iii) willful or intentional misconduct on the part of Executive that is materially injurious to the financial condition or business reputation of the Bank or any of its Affiliates; or

(iv) any action (including any failure to act) or conduct by Executive in violation of a material provision of this Agreement (including but not limited to the provisions of Article 8 hereof, which shall be deemed to be material); or

(f) the use of drugs, alcohol or other substances by Executive to an extent which materially interferes with or prevents Executive from performing his duties under this Agreement;

(g) termination under the circumstances described in the last sentence of Section 7.5.

7.2 Termination by the Bank for Cause. After the occurrence of any of the conditions specified in Section 7.1, the Bank shall have the right to terminate the Term for Cause, effective immediately on delivery of written notice to Executive.

7.3 Termination by the Bank without Cause. The Bank shall have the right to terminate the Term at any time on written notice without Cause, for any or no reason, such termination to be effective on the date on which the Bank gives such notice to Executive or such later date as may be specified in such notice.

7.4 Termination for Death or Disability. The Term shall automatically terminate upon the death of Executive or upon the Board’s determination that Executive is suffering from a Disability. In the event of termination pursuant to this Section 7.4, the Bank shall continue to pay to Executive or his estate all compensation and benefits which Executive would be entitled to receive absent such termination, for a period of six (6) months following such termination. Such compensation and benefits shall be payable in the same manner and at such time as they would be paid absent such termination. Such amounts shall be in addition to any other amounts which Executive may be entitled to receive hereunder.

7.5 Termination by Executive. Executive shall have the right to terminate the Term at any time, such termination to be effective on the date ninety (90) days after the date on which Executive gives such notice to the Bank. After receiving notice of termination, the Bank may require Executive to devote his good faith energies to transitioning his duties to his successor and to otherwise helping to minimize the adverse impact of his resignation upon the operations of the Bank. If Executive unreasonably fails or refuses to fully cooperate in all material respects with such transition, the Bank may immediately terminate Executive, which shall be deemed to be a termination for Cause.

7.6 Pre-Termination Salary and Expenses. Without regard to the reason for, or the timing of, the termination of the Agreement or upon expiration of the Term: (a) the Bank shall pay Executive any unpaid Salary due for the period prior to the Termination Date; and (b) following submission of proper expense reports by Executive, the Bank shall reimburse Executive for all expenses incurred prior to the Termination Date and subject to reimbursement pursuant to Section 5.9 hereof.

7.7 Severance if Termination by the Bank without Cause. Provided that Executive signs and delivers to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A (the Release”), and except as set forth in the immediately following sentence, if the Term is terminated by the Bank without Cause, the Bank shall, for a period of two (2) years following the date on which the Release is executed and delivered to the Bank, (i) continue to pay Executive Salary at the rate being paid as of the Termination Date, and (ii) if Executive timely elects to continue his health insurance benefits under COBRA, pay to the insurer Executive’s premiums for health insurance benefits continuation for Executive for the maximum period, not in excess of 24 months, for which Executive remains qualified for continuation under COBRA). Notwithstanding the foregoing: (a) if the twenty-one (21) day period in which Executive may deliver the Release begins in one calendar year and ends in the following calendar year, the date on which payments will commence under this Section 7.7 shall be the first day of such following calendar year or, if later, the date on which the Release is delivered to the Bank; and (b) Officer shall not be entitled to any payments pursuant to this Section 7.7 if he is otherwise entitled to payments pursuant to Section 9.3 in relation to a Change in Control. Any payments due Executive pursuant to this Section 7.7 shall be paid to Executive in installments on the same schedule as Executive was paid immediately prior to the Termination Date, each installment to be the same amount Executive would have been paid under this Agreement if he had not been terminated. In the event Executive breaches any provision of Article 8 of this Agreement, Executive’s entitlement to any payments payable pursuant to this Section 7.7, if and to the extent not yet paid, shall thereupon immediately cease and terminate as of the date of such breach. Notwithstanding anything to the contrary in this Section 7.7, any payment pursuant to this Section shall be subject to any delay in payment required by Section 10.2 hereof.

7.8 Termination in Connection With a Change in Control. Sections 9.2 and 9.3 set out provisions applicable to terminations in connection with or following a Change in Control.

7.9 Certain Regulatory Events .

7.9.1. Notwithstanding anything to the contrary contained herein:

(a) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the FDIA, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order.

(b) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default.

(c) If a notice served under Sections 8(e)(3) or 8(g)(1) of the FDIA suspends and/or temporarily prohibits Executive from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank shall promptly, (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations that were suspended.

(d) If the Bank is prohibited from making a payment hereunder, or agreeing to make a payment hereunder, under Part 359 of the regulations of the FDIC, then the Bank shall not be obligated to make such payment, and Executive shall have no right to receive such payment. If the Bank is prohibited from making a payment hereunder without the prior consent or approval of the FDIC or other Bank Regulatory Agency, then the Bank shall not be obligated to make such payment, and Executive shall have no right to receive such payment, unless such consent or approval is received.

(e) The occurrence of any of the events described in paragraphs (a), (b), and (c) of this Section 7.9.1(e) may be considered by the Bank in connection with a termination for Cause.

7.10. Resignation as Director. Except as may be otherwise agreed upon by the Bank and Executive in writing, upon any termination of this Agreement or Executive’s services hereunder, Executive shall immediately submit his written resignation as a member of the Board and all committees thereof.

7.11 Separation of Positions. Executive acknowledges and agrees that the Board of the Bank shall have the right, exercisable in its sole discretion, to separate the positions of Chief Executive Officer and President by appointment of another person to serve as President of the Bank. Exercise of this right shall not constitute a breach of this Agreement, or give rise to any additional right of termination or entitlement to any additional compensation for Executive.

8. Confidentiality; Non-Competition; Non-Interference.

8.1 Confidential Information. Executive, during employment, will have, and has had, access to and become familiar with various confidential and proprietary information of the Bank Entities and/or relating to the business of the Bank Entities (“Confidential Information”), including, but not limited to: business plans; operating results; financial statements and financial information; contracts; mailing lists; purchasing information; customer data (including lists, names and requirements); feasibility studies; personnel related information (including compensation, compensation plans, and staffing plans); internal working documents and communications; and other materials related to the businesses or activities of the Bank Entities which is made available only to employees with a need to know or which is not generally made available to the public. Failure to mark any Confidential Information as confidential, proprietary or protected information shall not affect its status as part of the Confidential Information subject to the terms of this Agreement. Notwithstanding the foregoing, “Confidential Information” shall not include (1) information that is or becomes public without a breach of the Agreement, (2) information that became available to the Executive on a non-confidential basis from a source not bound, to the Executive’s knowledge, by a non-disclosure agreement that covers the relevant information, (3) information that the Executive knows (and can demonstrate that he knows) before commencing employment with the Bank, and (4) information required to be disclosed by law after notice so that the Bank can contest the required disclosure or seek some other protection.

8.2 Nondisclosure. Executive hereby covenants and agrees that he shall not, directly or indirectly, disclose or use, or authorize any Person to disclose or use, any Confidential Information (whether or not any of the Confidential Information is novel or known by any other Person); provided however, that this restriction shall not apply to the use or disclosure of Confidential Information (i) to any governmental entity to the extent required by law, (ii) which is or becomes publicly known and available through no wrongful act of Executive or any Affiliate of Executive or (iii) in connection with the performance of Executive’s duties under this Agreement.

8.3 Documents. All files, papers, records, documents, compilations, summaries, lists, reports, notes, databases, tapes, sketches, drawings, memoranda, and similar items (collectively, “Documents”), whether prepared by Executive, or otherwise provided to or coming into the possession of Executive, that contain any Confidential Information about or pertaining or relating to the Bank Entities (the “Bank Information”) shall at all times remain the exclusive property of the Bank Entities. Promptly after a request by the Bank or the Termination Date, Executive shall take reasonable efforts to (i) return to the Bank all Documents in any tangible form (whether originals, copies or reproductions) and all computer disks or other media containing or embodying any Document or Bank Information and (ii) purge and destroy all Documents and Bank Information in any intangible form (including computerized, digital or other electronic format) as may be requested in writing by the Board of the Bank, and Executive shall not retain in any form any such Document or any summary, compilation, synopsis or abstract of any Document or Bank Information.

8.4 Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term and until the date two (2) years after the Termination Date (the “Restricted Period”), Executive shall not, without the prior approval of a majority of the Board of Directors (Executive not participating), at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner,

principal, manager, member, employee, contractor, consultant or otherwise) provide any advice, assistance or services to any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a twenty-five (25) mile radius of the Bank’s headquarters or any Branch or office of the Bank Entities. Notwithstanding any provision hereof to the contrary, this Section 8.4 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that his total ownership constitutes less than two percent (2%) of the outstanding securities of such company; (ii) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any Entity that does not file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that his total ownership constitutes less than five percent (5%) of the outstanding securities of such company; or (iii) provide legal or investor services to a Competitive Business.

8.5 Non-Interference. Executive hereby covenants and agrees that during the Restricted Period, he will not, directly or indirectly, for himself or any other Person (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, member, manager, employee, contractor, consultant or any other capacity):

(a) induce or attempt to induce any customer, supplier, officer, director, employee, contractor, consultant, agent or representative of, or any other Person that has a business relationship with any Bank Entity, to discontinue, terminate or reduce the extent of its, his or her relationship with any Bank Entity or to take any action that would disrupt or otherwise be disadvantageous to any such relationship;

(b) solicit any customer of any of the Bank Entities for the purpose of providing any Competitive Products or Services to such customer (other than any solicitation to the general public that is not disproportionately directed at customers of any Bank Entity); or

(c) solicit any employee of any of the Bank Entities to commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit of any other Competitive Business

8.6 Injunction. In the event of any breach or threatened or attempted breach of any provision of this Article 8 by Executive, the Bank shall, in addition to and not to the exclusion of any other rights and remedies at law or in equity, be entitled to seek and receive from any court of competent jurisdiction (i) full temporary and permanent injunctive relief enjoining and restraining Executive and each and every other Person concerned therein from the continuation of such violative acts and (ii) a decree for specific performance of the applicable provisions of this Agreement, without being required to furnish any bond or other security.

8.7 Reasonableness.

8.7.1 Executive has carefully read and considered the provisions of this Article 8 and, having done so, agrees that the restrictions and agreements set forth in this Article 8 are fair and reasonable and are reasonably required for the protection of the interests of the Bank Entities. Executive further agrees that the restrictions set forth in this Agreement will not impair or unreasonably restrain his ability to earn a livelihood.

8.7.2 If any court of competent jurisdiction should determine that the duration, geographical area or scope of any provision or restriction set forth in this Article 8 exceeds the maximum duration, geographical area or scope that is reasonable and enforceable under applicable law, the parties agree that said provision shall automatically be modified and shall be deemed to extend only over the maximum duration, geographical area and/or scope as to which such provision or restriction said court determines to be valid and enforceable under applicable law, which determination the parties direct the court to make, and the parties agree to be bound by such modified provision or restriction.

9. Change in Control.

9.1 Definition. “Change in Control” means and shall be deemed to have occurred if:

(a) there shall be consummated (i) any consolidation, merger, share exchange, or similar transaction relating to the Bank, or pursuant to which shares of the Bank’s capital stock are converted into cash, securities of another Entity and/or other property, other than a transaction in which the holders of Bank’s voting stock immediately before such transaction shall, upon consummation of such transaction, own at least fifty percent (50%) of the voting power of the surviving Entity, or (ii) any sale of all or substantially all of the assets of the Bank, other than a transfer of assets to a related Person which is not treated as a change in control event under §1.409A-3(i)(5)(vii)(B) of the U.S. Treasury Regulations;

(b) any person, entity or group (each within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall become the beneficial owner (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Bank representing more than fifty percent (50%) of the voting power of all outstanding securities of the Bank entitled to vote generally in the election of directors of the Bank (including, without limitation, any securities of the Bank that any such Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, which shall be deemed beneficially owned by such Person); or

(c) over a twelve (12) month period, a majority of the members of the Board are replaced by directors whose appointment or election was not endorsed by a majority of the members of the Board in office prior to such appointment or election.

Notwithstanding the foregoing:

(i) if the event purportedly constituting a Change in Control under Section 9.1(a), Section 9.1(b), or Section 9.1(c) does not also constitute a “change in ownership” of the Bank, a “change in effective control” of the Bank or a “change in the ownership of a substantial portion of the assets” of the Bank within the meaning of Section 409A, then such event shall not constitute a “Change in Control” hereunder; and

(ii) any merger, share exchange or other transaction pursuant to which the Bank reorganizes or converts into a holding company structure, immediately following the consummation of which the holders of Common Stock immediately preceding the consummation of such transaction hold the same percentage ownership interest in such holding company as they held in the Bank, subject only to adjustments necessary to reflect the elimination of Common Stock interests held by holders of Common Stock exercising their rights as objecting or dissenting shareholders, and/or the elimination of fractional share interests resulting from the use of an exchange ratio other than one share of holding company common stock for each share of Bank common stock, shall not constitute a Change in Control.

9.2 Change in Control Termination. For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

(a) Executive’s employment with the Bank is terminated without Cause (i) within one hundred twenty (120) days immediately prior to and in conjunction with a Change in Control; or (ii) within twelve (12) months following consummation of a Change in Control; or

(b) (i) Within twelve (12) months following consummation of a Change in Control, Executive’s compensation, benefits, title, duties, responsibilities or position have been materially reduced such that Executive is not in a comparable position (with materially comparable compensation, benefits, title, duties, responsibilities or position, or is not located within fifty (50) miles of Executive’s

primary worksite) to the position he held immediately prior to the Change in Control, and within thirty (30) days after notification of such reduction he notifies the Bank that he is terminating his employment due to such change in his employment unless such change is cured within thirty (30) days of such notice by providing him with a comparable position (including materially comparable compensation, benefits, title, duties, responsibilities or position and is located within fifty (50) miles of Executive’s primary worksite). If Executive’s employment is terminated under this Section, his last day of employment shall be mutually agreed to by Executive and the Bank, but shall be not more than sixty (60) days after such notice is given by Executive.

(ii) For purposes of Section 9.2(b), a change in Executive’s title, duties, responsibilities or position following a Change in Control, whereby (1) Executive has the title, duties, responsibilities and position of either President or Chief Executive Officer of the Bank and/or the surviving entity following a Change in Control, or the holding company thereof, and (2) Executive’s compensation and benefits are materially comparable to those to which he was entitled prior to the Change in Control, shall be deemed not to constitute a situation where Executive is not in a comparable position, and shall not be deemed to constitute a Change in Control Termination.

9.3 Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to 2.99 times the sum of (a) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding his Termination Date and (b) cash bonuses received during the twelve (12) month period immediately preceding his Termination Date, such Change Payment to be made to Executive within forty-five (45) days after the later of (i) his Termination Date or (ii) the date of the Change in Control, the exact date of payment to be determined in the sole discretion of the Bank; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A . Notwithstanding anything to the contrary in this Section 9.4, any payment pursuant to this Section shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable.

10. Compliance with Certain Restrictions .

10.1 Section 280G.

10.1.1 For purposes of this Agreement, the following terms are defined as follows:

(a) “Additional 280G Payments” means any distributions in the nature of compensation by any Bank Entity to or for the benefit of Executive (including, but not limited to, the value of acceleration in vesting in restricted stock, options or any other stock-based compensation), whether or not paid or payable or distributed or distributable pursuant to this Agreement, which is required to be taken into consideration in applying Section 280G(b)(2)(A) of the Code;

(b) “Parachute Payment” is defined as set forth in Section 280G(b)(2) of the Code; and

(c) “Total Change in Control Payments” means the total amount of the Change Payment together with all Additional 280G Payments that are required to be paid because of a Change in Control.

10.1.2 Notwithstanding anything in this Agreement to the contrary, if the Determining Firm (as hereinafter defined) determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Executive shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in inverse order to the time at which the payments are scheduled to be made (e.g., the last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Executive that would constitute a Parachute Payment, Executive shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Executive shall return such payment to the Bank or other Bank Entity

that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

All calculations and determinations required to be made under this Section 10.1, will be made by a reputable law or accounting firm experienced in making such calculations and determinations (the “Determining Firm”) selected by the Bank and reasonably acceptable to the Executive. All fees and expenses of the Determining Firm will be obligations solely of the Bank. The determination of the Determining Firm will be binding upon the Bank and Executive.

10.2 Section 409A.

10.2.1 It is the intention of the parties hereto that this Agreement and the payments provided for hereunder shall not be subject to, or shall be in accordance with, Section 409A, and thus avoid the imposition of any tax and interest on Executive pursuant to Section 409A(a)(1)(B) of the Code, and this Agreement shall be interpreted and construed consistent with this intent. Executive acknowledges and agrees that he shall be solely responsible for the payment of any tax, penalty or interest which may be imposed or to which he may become subject as a result of the payment of any amounts under this Agreement.

10.2.2 Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” at the time of his “separation from service”, any payment of “nonqualified deferred compensation” (in each case as determined pursuant to Section 409A) that is otherwise to be paid to Executive within six (6) months following his separation from service, then to the extent that such payment would otherwise be subject to interest and additional tax under Section 409A(a)(1)(B) of the Code, such payment shall be delayed and shall be paid on the first business day of the seventh calendar month following Executive’s separation from service, or, if earlier, upon Executive’s death. Any deferral of payments pursuant to the foregoing sentence shall have no effect on any payments that are scheduled to be paid more than six (6) months after the date of separation from service.

10.2.3 The parties hereto agree that they shall take such actions as may be necessary and permissible under applicable law, regulation and guidance to amend or revise this Agreement in order to ensure that Section 409A(a)(1)(B) does not impose additional tax, penalty or interest on payments made to Executive pursuant to this Agreement.

11. Assignability. Executive shall have no right to assign this Agreement or any of his rights or obligations hereunder to another party or parties. The Bank may assign this Agreement to any Person that acquires the Bank or a substantial portion of the operating assets of the Bank. Upon any such assignment by the Bank, references in this Agreement to the Bank shall automatically be deemed to refer to such assignee instead of, or in addition to, the Bank, as appropriate in the context. For the avoidance of doubt, no such assignment by the Bank shall release the Bank from its obligations to Executive hereunder unless specifically agreed in writing by Executive.

12. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts executed and to be performed therein, without giving effect to the choice of law rules thereof. Any action to enforce any provision of this Agreement may be brought only in the Circuit Court of Fairfax County, Virginia, or in the United States District Court for the Eastern District of Virginia, Alexandria Division. Accordingly, each party (a) agrees to submit to the jurisdiction of such courts and to accept service of process at its address for notices and in the manner provided in Section 13 for the giving of notices in any such action or proceeding brought in any such court and (b) irrevocably waives any objection to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient or inappropriate forum.

13. Notices. All notices, requests, demands and other communications required to be given or permitted to be given under this Agreement shall be in writing and shall be conclusively deemed to have been given as follows: (a) when hand delivered to the other party; (b) when received by facsimile at the facsimile number set forth below, or (c) when received by email at the email address set forth below, provided, however, that any notice given by facsimile or email shall not be effective unless either (i) a duplicate copy of such facsimile or email notice is promptly given by depositing the same in a United States post office first-class postage prepaid and addressed to the applicable party as set forth below or (ii) the receiving party delivers a written (nonautomatic) confirmation of

receipt for such notice either by facsimile, email or by any other method permitted under this Section; or (d) when deposited in a United States post office with first-class certified mail, return receipt requested, postage prepaid and addressed to the applicable party as set forth below; or (e) when deposited with a national overnight delivery service, postage prepaid, addressed to the applicable party as set forth below with next-business-day delivery guaranteed; provided that the sending party receives a confirmation of delivery from the delivery service provider. Any notice given by facsimile or email shall be deemed received on the date on which notice is received except that if such notice is received after 5:00 p.m. (recipient’s time) or on a non-business day, notice shall be deemed given the next business day). Any notice sent by United States mail shall be deemed given three (3) business days after the same has been deposited in the United States mail. Any notice given by national overnight delivery service shall be deemed given on the first business day following deposit with such delivery service. For purposes of this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday or day that is a legal holiday in Fairfax County, Virginia. The address of a party set forth below may be changed by that party by written notice to the other from time to time pursuant to this Article.

To: Executive

David W. Pijor

Fax No.:

Email:

To: First Virginia Community Bank

Attention:

11325 Random Hills Road

Fairfax, VA 22030

Fax No.:

Email:

14. Entire Agreement. This Agreement contains all of the agreements and understandings between the parties hereto with respect to the employment of Executive by the Bank, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No oral agreements or written correspondence shall be held to affect the provisions hereof. No representation, promise, inducement or statement of intention has been made by either party that is not set forth in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not so set forth.

15. Headings. The Article and Section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

16. Severability. Should any part of this Agreement for any reason be declared or held illegal, invalid or unenforceable, such determination shall not affect the legality, validity or enforceability of any remaining portion or provision of this Agreement, which remaining portions and provisions shall remain in force and effect as if this Agreement has been executed with the illegal, invalid or unenforceable portion thereof eliminated.

17. Amendment; Waiver. Neither this Agreement nor any provision hereof may be amended, modified, changed, waived, discharged or terminated except by an instrument in writing signed by the party against which enforcement of the amendment, modification, change, waiver, discharge or termination is sought. The failure of either party at any time or times to require performance of any provision hereof shall not in any manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term, provision or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term, provision or covenant contained in this Agreement.

18. Gender and Number. As used in this Agreement, the masculine, feminine and neuter gender, and the singular or plural number, shall each be deemed to include the other or others whenever the context so indicates.

19. Binding Effect. This Agreement is and shall be binding upon, and inures to the benefit of, the Bank, its successors and assigns, and Executive and his heirs, executors, administrators, and personal and legal representatives.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

	FIRST VIRGINIA COMMUNITY BANK

	By:
	Name:
	Title:

	EXECUTIVE


	David W. Pijor

Attachment A

Form of

General Release and Waiver of All Claims

David W. Pijor (“ you ”) executes this General Release and Waiver of All Claims (the “ Release ”) as a condition of receiving certain payments and other benefits in accordance with the terms of Section 7.7 of your Employment Agreement dated , 2014. All capitalized terms used but not otherwise defined herein shall have the same meaning as in your Employment Agreement.

1. RELEASE .

You hereby release and forever discharge First Virginia Community Bank [ modify to specifically include any Affiliates ] and each and every one of their former or current subsidiaries, parents, affiliates, directors, officers, employees, agents, successors, predecessors, subsidiaries, assigns and attorneys (the “ Released Parties ”) from any and all charges, claims, damages, injury and actions, in law or equity, which you or your heirs, successors, executors, or other representatives ever had, now have, or may in the future have by reason of any act, omission, matter, cause or thing through the date of your execution of this Release. You understand that this Release is a general release of all claims you may have against the Released Parties based on any act, omission, matter, case or thing through the date of your execution of this Release. Notwithstanding the foregoing, excluded from the operation of this release are any right(s) of indemnification which you may have for any liabilities arising from your actions within the course and scope of your employment with any Bank Entities and any claims which cannot be waived by law.

2. WAIVER .

You realize there are many laws and regulations governing the employment relationship. These include, but are not limited to, Title VII of the Civil Rights Acts of 1964 and 1991; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act; the National Labor Relations Act; 42 U.S.C. § 1981; the Family and Medical Leave Act; the Civil Rights Act of 1991; the Employee Retirement Income Security Act of 1974 (other than any accrued benefit(s) to which you have a non-forfeitable right under any pension benefit plan); and any other state, local and federal employment, human rights and civil rights laws; and any amendments to any of the foregoing. You also understand there may be other statutes and laws of contract and tort that also relate to your employment. By signing this Release, you waive and release any rights you may have against the Released Parties under these and any other laws based on any act, omission, matter, cause or thing through the date of your execution of this Release. You also agree not to initiate, join, or voluntarily participate in any action or suit in any court or to accept any damages or other relief from any such proceeding brought by anyone else based on any act, omission, matter, cause or thing through the date of your execution of this Release.

3. NOTICE PERIOD .

This document is important. We advise you to review it carefully and consult an attorney before signing it, as well as any other professional whose advice you value, such as an accountant or financial advisor. If you agree to the terms of this Release, sign in the space indicated below for your signature. You will have twenty-one (21) calendar days from the date you receive this document to consider whether to sign this Release. If you choose to sign the Release before the end of that twenty-one day period, you certify that you did so voluntarily for your own benefit and not because of any coercion.

4. RETURN OF PROPERTY .

You certify that you have fully complied with Section 8.3 of your Employment Agreement.

5. REVOCATION .

You should also understand that even after you have signed this Release, you still have seven (7) days to revoke it. To revoke your acceptance of this Release, the Chairman of the Bank’s Board of Directors (or in the event that you are the Chairman of the Board of Directors, the Chairman of the Compensation Committee or comparable committee of the Board of Directors) must receive written notice before the end of the seven (7)-day period. In the event you revoke or do not accept this Release, you will not be entitled to any of the payments or benefits that you would have been entitled to under your Employment Agreement by virtue of executing this Release. If you do not revoke this Release within seven (7) days after you sign it, it will be final, binding, and irrevocable.

IN WITNESS WHEREOF, the Parties have knowingly and voluntarily executed this Release, as of the day and year set forth below opposite your signature.


David W. Pijor			Date

FIRST VIRGINIA COMMUNITY BANK

By:
Name:			Date
Title:

Exhibit 10.2

CHANGE IN CONTROL AGREEMENT

This Agreement (the “Agreement”), made as of this 9 th day of March 2018 (the “Effective Date”), by and between FVCBankcorp, Inc., a Virginia chartered commercial bank headquartered in Reston, Virginia (the “Company”) and Patricia A. Ferrick (“Officer”).

WHEREAS, Officer is President and Chief Financial Officer of the Company and its wholly owned subsidiary, First Virginia Community Bank (the “Bank”); and

WHEREAS, the Company believes that it is in the best interests of the Company, and a material inducement to Officer’s continued employment with the Company and bank, that it provide Officer with certain benefits in connection with a Change in Control (as hereinafter defined) of the Company;

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions (a) Change in Control. For purposes of this Agreement a “Change in Control” shall mean any one of the following events occurring after the Effective Date:

(i) there shall be consummated (1) any consolidation, merger, share exchange, or similar transaction relating to the Company, in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s capital stock are converted into cash, securities of another entity or other property, other than a transaction in which the holders of the Company’s voting stock immediately before transaction shall, upon consummation of such transaction, own at least fifty percent (50%) of the voting stock of the surviving entity, or (2) any sale of all or substantially all of the assets of the Company, other than a transfer of assets to a related person which is not treated as a change in control event under §1.409A-3(i)(5)(vii)(B) of the U.S. Treasury Regulations;

(ii) any person, entity or group (each within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall become the beneficial owner (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the voting power of all outstanding securities of the Company entitled to vote generally in the election of directors of Company (including, without limitation, any securities of the Company that any such person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, which shall be deemed beneficially owned by such person); or

(iii) over a twelve (12) month period, a majority of the members of the Board of Directors of the Company are replaced by directors whose appointment or election was not endorsed by a majority of the members of the of Directors of the Company in office prior to such appointment or election.

(iv) Notwithstanding the foregoing (i) if the event purportedly constituting a Change in Control under paragraph 5.1(a), paragraph 5.1(b), or paragraph 5.1(c) does not also constitute a “change in ownership” of the Company, a “change in effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), then such event shall not constitute a “Change in Control” hereunder.”

(b) Cause . For purposes of this Agreement, termination for “Cause” shall mean termination of employment based upon:

(i) any act of theft, fraud, intentional misrepresentation, personal dishonesty, or breach of fiduciary duty involving personal gain, or similar conduct by Officer in connection with or associated with Officer’s employment by the Company or the Bank;

(ii) any failure to comply with any requirement of law, regulation or order of a bank regulatory agency having jurisdiction over the Company or Bank (“Regulatory Agency”) which is not cured within 30 days after written notice thereof;

(iii) any Regulatory Agency action or proceeding against Officer as a result of Officer’s negligence, fraud, malfeasance or misconduct, or a Regulatory Agency action described in Section 12 hereof;

(iv) material failure of the operations department to achieve budget requirements, performance standards or targets established by the Board of Directors of the Company or of the Bank, where such failure is primarily a result or lack of appropriate effort and/or due diligence by Officer; or

(v) any of the following conduct on the part of Officer that has not been corrected or cured within thirty (30) days after having received written notice from the Company or Bank detailing and describing such conduct:

(1) the use of drugs, alcohol or other substances to an extent which materially interferes with or prevents Officer from performing Officer’s duties;

(2) failure by or the inability of Officer to devote full time, attention and energy to the performance of Officer’s duties (other than by reason of death or disability);

(3) intentional material failure by Officer to carry out the explicit lawful and reasonable directions, instructions, policies, rules, regulations or decisions of the Board of Directors of the Company or of the Bank, or of the Chief Executive Officer of the Company and Bank; or

(4) willful or intentional misconduct on the part of Officer that results in substantial injury to the Company or Bank.

The Company shall determine if Cause exists with respect to its employment of the Officer in the exercise of its good faith discretion.

2. Term of Agreement . The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Commencing on the first anniversary date of the Effective Date (the “Anniversary Date”) and continuing on each Anniversary Date thereafter, the term of this Agreement shall automatically renew for an additional year such that the remaining term of this Agreement shall be three (3) years unless written notice of non-renewal (“Non-Renewal Notice”) is provided by either party at least 90 days prior to any such Anniversary Date, in which event this Agreement shall terminate at the end of the then current term. Reference herein to the term of this Agreement shall refer to both the initial term and any extensions thereof.

3 Change in Control Termination. For purposes of this Agreement, a “Change in Control Termination” means that:

(a) Officer’s employment with the Company and Bank is terminated by the Company and Bank without Cause within the period beginning on the earlier of (i) the date the Company enters into a definitive agreement for a transaction which would if consummated constitute a Change in Control, or (ii) three months prior the effectiveness of a Change in Control, and ending one year after the effectiveness of the Change in Control; or

(b) both (i) As of the effective date of the Change in Control, Officer has not been offered a position with the surviving or resulting entity following the Change in Control that is at least comparable (including materially comparable compensation, benefits, title, duties, responsibilities or position, and is located within thirty five (35) miles of Officer’s primary worksite) to the position Officer held immediately prior to the effectiveness of the Change in Control; and (ii) Officer does not accept a position with the surviving or resulting entity which is not a comparable position (other than a temporary position or consulting arrangement with a term of not more than 180 days following the effectiveness of the Change in Control).

4. Termination in Connection with a Change in Control. (a) If there is a Change in Control Termination, the Officer shall be the Bank shall, shall be paid a lump-sum cash payment equal to 1.99 times the sum of (a) Officer’s then current base salary and (b) cash bonuses received during the twelve (12) month period immediately preceding Officer’s last day of employment, such Change Payment to be made to Officer within forty five (45) days after the later of (i) the termination of Officer’s employment; or (ii) the date of effectiveness of the Change in Control, the exact date of payment to be determined in the sole discretion of the Company, and make monthly payments for twelve (12) months following termination of Officer’s employment, for Officer’s health insurance premiums, or a cash payment equal to the cost thereof (“Change Payment”); provided, however, that the Company shall be relieved of its obligation to pay the Change Payment if Officer fails to sign and deliver to the Company no later than twenty-one (21) days after the later of: (i) the termination of Officer’s employment; or (ii) the date of effectiveness of the Change in Control, a General Release and Waiver in the form attached to this Agreement as Exhibit A. Notwithstanding anything to the contrary in this Section 4, any payment pursuant to this Section shall be subject to (i) any delay in payment required by Section 6 hereof and (ii) any reduction required pursuant to Section 5 hereof, as applicable. For purposes hereof, base salary shall not include any item of overtime pay, bonuses, commissions, severance pay, expense allowances or reimbursements, moving expenses, income from the exercise of nonqualified stock options, the disposition of incentive stock options or shares purchased under any employee stock purchase plan, income from restricted stock or stock option awards, excess group life insurance premiums or other extraordinary items of compensation. The Company’s payment of health insurance premiums is conditioned on the terms of the Company’s health insurance policy then in place and the Officer’s compliance with applicable federal and state laws and regulations.

(b) For purposes of clarity, it is the intent of this Agreement that if Officer is offered the position of President, or a comparable executive officer position, of the surviving or resulting entity following a Change in Control, which such position has materially comparable compensation, benefits, title, duties, responsibilities or position, and is located within thirty five (35) miles of Officer’s primary worksite, then Officer shall not be entitled to receive the Change Payment, whether or not Officer accepts such position, unless Officer’s employment is subsequent terminated without Cause within one year following the effective date of the Change in Control. Further, it is the intent of this Agreement that if Officer accepts a position that is not a comparable position, other than a temporary position or consulting arrangement with a term of not more than 180 days following the effectiveness of the Change in Control, Officer shall not be entitled to a Change Payment.

5. Adjustment . (a) Notwithstanding anything in this Agreement to the contrary, if the Determining Firm (as defined in Section 5(b)) determines that any portion of the Change Payment and/or the portions, if any, of other payments or distributions in the nature of compensation by the Company to or for the benefit of the Officer (including, but not limited to, the value of the acceleration in vesting of restricted stock, options or any other stock-based compensation) whether or not paid or payable or distributed or distributable pursuant to the terms of this Agreement (collectively with the Change Payment, the “Aggregate Payment”), would cause any portion of the Aggregate Payment to be subject to the excise tax imposed by Code Section 4999 or would be nondeductible by the Company pursuant to Code Section 280G (such portion subject to the excise tax or being nondeductible, the “Parachute Payment”), the Aggregate Payment will be reduced, beginning with the Change Payment, to an amount which will not cause any portion of the Aggregate Payment to constitute a Parachute Payment. If, despite the foregoing sentence, a payment shall be made to Officer that would constitute a Parachute Payment, Officer shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Officer shall return such payment to the Company or other entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

(b) All determinations required to be made under this Section 5 will be made by a reputable law or accounting firm (the “Determining Firm”) selected by the Company All fees and expenses of the Determining Firm will be obligations solely of the Company. The determination of the Determining Firm will be binding upon Officer and the Company.

6. Construction; Compliance with 409A, Delay in Payment. (a) It is the intention of the parties hereto that this Agreement and the payments provided for hereunder shall be in accordance with Section 409A, and thus avoid the imposition of any excise tax and interest on Officer pursuant to Section 409A(a)(1)(B) of the Code, and this Agreement shall be interpreted and construed consistent with this intent. Officer acknowledges and agrees that Officer

shall be solely responsible for the payment of any excise tax or penalty which may be imposed or to which Officer may become subject as a result of the payment of any amounts under this Agreement.

(b) Notwithstanding anything to the contrary contained herein, any payment hereunder that is considered “nonqualified deferred compensation” that is to be made to Officer while he is a “specified employee”, in each case as defined and determined for purposes of Section 409A, within six months following Officer’s “separation from service” (as determined in accordance with Section 409A), then to the extent that such payment is not otherwise permitted under Section 409A such that it would be exempt from the excise tax thereunder, such payment shall be delayed and shall be paid on the first business day of the seventh calendar month following Officer’s separation from service, or, if earlier upon Officer’s death. To the extent that any payment to Officer which is payable in installments is required to be deferred pursuant to this Section 5(b), such deferred installments shall be paid on the first business day of the seventh month following Officer’s separation from service, or, if earlier upon Officer’s death, and any remaining installments shall be paid as scheduled. For purposes of this Agreement any payment to Officer which is payable in installments is represent the right to a series of separate payments.

(c) The parties hereto agree that they shall take such actions as may be necessary and permissible under applicable law, regulation and guidance to amend or revise this Agreement in order to ensure that Section 409A(a)(1)(B) does not impose additional tax, penalty or interest on payments made to Officer pursuant to this Agreement.

7. Confidentiality; Non-Competition; Non-Interference.

(a) Confidential Information. Officer, during employment, will have, and has had, access to and become familiar with various confidential and proprietary information of the Company and bank and/or relating to the business of the Company and bank (“Confidential Information”), including, but not limited to: business plans; operating results; financial statements and financial information; contracts; mailing lists; purchasing information; customer data (including lists, names and requirements); feasibility studies; personnel related information (including compensation, compensation plans, and staffing plans); internal working documents and communications; and other materials related to the businesses or activities of the Company and Bank which is made available only to employees with a need to know or which is not generally made available to the public. Failure to mark any Confidential Information as confidential, proprietary or protected information shall not affect its status as part of the Confidential Information subject to the terms of this Agreement. Notwithstanding the foregoing, “Confidential Information” shall not include (1) information that is or becomes public without a breach of the Agreement, (2) information that became available to the Officer on a non-confidential basis from a source not bound, to the Officer’s knowledge, by a non-disclosure agreement that covers the relevant information, (3) information that the Officer knows (and can demonstrate that he knows) before commencing employment with the Bank, and (4) information required to be disclosed by law after notice so that the Bank can contest the required disclosure or seek some other protection.

(b) Nondisclosure . Officer hereby covenants and agrees that she shall not, directly or indirectly, disclose or use, or authorize any person to disclose or use, any Confidential Information (whether or not any of the Confidential Information is novel or known by any other person); provided however, that this restriction shall not apply to the use or disclosure of Confidential Information (i) to any governmental entity to the extent required by law, (ii) which is or becomes publicly known and available through no wrongful act of Officer or any affiliate of Officer or (iii) in connection with the performance of Officer’s duties. Notwithstanding the foregoing, Officer and the Company acknowledge and agree that nothing contained in this Section 7 shall be interpreted, construed, asserted or enforced by the Company to prohibit Officer from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Further, nothing contained in this Agreement shall be interpreted, construed, asserted or enforced by the Company to prohibit or disqualify Officer from being awarded, receiving and/or enjoying the benefit of, any award, reward, emolument or payment, or other relief of any kind whatsoever, from any agency, which is provided based upon Officer’s providing information to any such agency as a whistleblower under applicable law or regulation

(c) Documents . All files, papers, records, documents, compilations, summaries, lists, reports, notes, databases, tapes, sketches, drawings, memoranda, and similar items (collectively, “Documents”), whether prepared by Officer, or

otherwise provided to or coming into the possession of Officer, that contain any Confidential Information about or pertaining or relating to the Company or Bank (the “Company Information”) shall at all times remain the exclusive property of the Company and Bank. Promptly after a request by the Company or the termination of Officer’s employment, Officer shall take reasonable efforts to (i) return to the Company and Bank all Documents in any tangible form (whether originals, copies or reproductions) and all computer disks or other media containing or embodying any Document or Company Information and (ii) purge and destroy all Documents and Company Information in any intangible form (including computerized, digital or other electronic format) as may be requested in writing by the Board of Directors of the Company or Bank, and Officer shall not retain in any form any such Document or any summary, compilation, synopsis or abstract of any Document or Company Information.

(d) Non-Competition . Officer hereby acknowledges and agrees that, during the course of employment, Officer has become, and will become, familiar with and involved in all aspects of the business and operations of the Company and Bank. Officer hereby covenants and agrees that during the term of this Agreement, and if Officer shall receive a Change Payment, until the date that is twelve (12) months after the last day of Officer’s employment with the Company and Bank (or any entity surviving or resulting from a Change in Control) (the “Restricted Period”), Officer shall not, without the prior approval of a majority of the Board of Directors, at any time, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise) provide any advice, assistance or services to any Competitive Business or to any person or entity that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a twenty-five (25) mile radius of the Bank’s headquarters or any Branch or office of the Company or Bank. Notwithstanding any provision hereof to the contrary, this Section 7(d) does not restrict Officer’s right to (i) own securities of any entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Officer’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company; (ii) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any entity that does not file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Officer’s total ownership constitutes less than five percent (5%) of the outstanding securities of such company; or (iii) provide legal or investor services to a Competitive Business. For purposes of this Section 7, (i) “Competitive Business” means the banking and financial services business, which includes, without limitation, consumer savings, commercial banking, the savings and loan business and mortgage lending, or any other business in which the Company, the Bank or any subsidiary of the Company or Bank is engaged or has invested significant resources within the prior six (6) month period in preparation for becoming actively engaged; and (ii)”Competitive Products or Services” means, as of any time, those products or services of the type that any of the Company, the Bank or any subsidiary of the Company or Bank is providing, or is actively preparing to provide, to its customers.

(e) Non-Interference . Officer hereby covenants and agrees that during the Restricted Period, Officer will not, directly or indirectly, for herself or any other person (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, member, manager, employee, contractor, consultant or any other capacity): (i) induce or attempt to induce any customer, supplier, officer, director, employee, contractor, consultant, agent or representative of, or any other person that has a business relationship with the Company or Bank or any subsidiary of the Company or Bank, to discontinue, terminate or reduce the extent of its, his or her relationship with Company or Bank or any subsidiary of the Company or Bank or to take any action that would disrupt or otherwise be disadvantageous to any such relationship; (ii) solicit any customer of Company or Bank or any subsidiary of the Company or Bank for the purpose of providing any Competitive Products or Services to such customer (other than any solicitation to the general public that is not disproportionately directed at customers of the Company or Bank or any subsidiary of the Company or Bank); or (iii) solicit any employee of any of the Company or Bank or any subsidiary of the Company or Bank to commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit of any other Competitive Business

(f) Injunction . In the event of any breach or threatened or attempted breach of any provision of this Article 8 by Officer, the Company shall, in addition to and not to the exclusion of any other rights and remedies at law or in equity, be entitled to seek and receive from any court of competent jurisdiction (i) full temporary and permanent injunctive relief enjoining and restraining Officer and each and every other person concerned therein from the continuation of

such violative acts and (ii) a decree for specific performance of the applicable provisions of this Agreement, without being required to furnish any bond or other security.

(g) Reasonableness . (a) Officer has carefully read and considered the provisions of this Article 8 and, having done so, agrees that the restrictions and agreements set forth in this Article 8 are fair and reasonable and are reasonably required for the protection of the interests of the Company or Bank or any subsidiary of the Company or Bank. Officer further agrees that the restrictions set forth in this Agreement will not impair or unreasonably restrain Officer’s ability to earn a livelihood.

(h) If any court of competent jurisdiction should determine that the duration, geographical area or scope of any provision or restriction set forth in this Section 7 exceeds the maximum duration, geographical area or scope that is reasonable and enforceable under applicable law, the parties agree that said provision shall automatically be modified and shall be deemed to extend only over the maximum duration, geographical area and/or scope as to which such provision or restriction said court determines to be valid and enforceable under applicable law, which determination the parties direct the court to make, and the parties agree to be bound by such modified provision or restriction.

8. Successors and Assigns. (a) This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Company.

(b) Since the Company is contracting for the unique and personal skills of the Officer, the Officer shall be precluded from assigning or delegating his rights or duties hereunder without first obtaining the written consent of the Company.

9. No Mitigation . The Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Officer in any subsequent employment.

10. No Plan Created . The Officer and the Company expressly declare and agree that this Agreement was negotiated among them and that no provision or provisions of this Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee Retirement Income Security Act or any other law or regulation, and the Company and the Officer each expressly waives any right to assert the contrary. Any assertion in any judicial or administrative filing, hearing, or process by or on behalf of the Officer or the Company that such a plan was so created by this Agreement shall be deemed a material breach of this Agreement by the party making such an assertion or on whose behalf such assertion was made.

11. No Additional Rights; Third Party Beneficiary . (a) This Agreement does not confer any right to employment, continuation of employment for any period, or any other right not specifically stated herein. Any assertion in any judicial or administrative filing, hearing, or process by or on behalf of the Officer or the Company that it does so shall be deemed a material breach of this Agreement by the party making such an assertion or on whose behalf such assertion was made.

(b) This Agreement is for the benefit of the parties hereto and the Bank, and except as expressly stated herein with respect to the Bank, is not intended to be for the benefit of, or to be enforceable by, any other person.

12. Certain Regulatory Events. (a) If the Officer is removed and/or permanently prohibited from participating in the conduct of the Company’s or Bank’s affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the effective date of the order.

(b) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default.

(c) If a notice served under Sections 8(e)(3) or 8(g)(1) of the FDIA suspends and/or temporarily prohibits the Officer from participating in the conduct of the Company’s or Bank’s affairs, the Company’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice

are dismissed, the Company may, in its discretion, (i) pay the Officer all or part of the compensation withheld while its contract obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations that were suspended.

The occurrence of any of the events described in paragraphs a, b, and c above may be considered by the Company in connection with a termination for Cause.

13. Notices . All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, addressed as follows, or to such other address as shall have been designated in writing by the addressee:

To: David W. Pijor

Chief Executive Officer

FVCBankcorp, Inc.

11325 Random Hills Road

Fairfax, VA 22030

dpijor@fvcbank.com

To: Patricia A. Ferrick

14. Amendments . No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties.

15. Applicable Law . Except to the extent preempted by Federal law, the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles, shall govern this Agreement in all respects.

16. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

17. Headings . Headings contained herein are for convenience of reference only.

18. Entire Agreement . This Agreement, together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof. Not in limitation of the foregoing, this Agreement supersedes in its entirety that certain Employment Agreement, dated as of April 20, 2007, by and between the Bank and Officer, which Employment Agreement is hereby terminated and of no further force or effect.

IN WITNESS WHEREOF, the undersigned have set their respective hands, duly authorized, as of the date and year first above written.

FVCBANKCORP, INC.

By:	/s/ David W. Pijor
	David W. Pijor, Chief Executive Officer


PATRICIA A. FERRICK

/s/ Patricia A. Ferrick

Exhibit 10.3

SUBORDINATED NOTE PURCHASE AGREEMENT

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “ Agreement ”) is dated as of June 20, 2016, and is made by and among FVCBANKCORP, INC., a Virginia corporation (“ Company ”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “ Purchaser ” and collectively, the “ Purchasers ”).

RECITALS

WHEREAS, Company has requested that the Purchasers purchase from Company up to $25,000,000 in aggregate principal amount of Subordinated Notes (as defined herein), which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein).

WHEREAS, Company has engaged Sandler O’Neill + Partners, L.P., as its exclusive placement agent (“ Placement Agent ”) for the offering of the Subordinated Notes.

WHEREAS, each of the Purchasers is an institutional accredited investor as such term is contemplated by Rule 501 of Regulation D (“ Regulation D ”) promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”).

WHEREAS, the sale of the Subordinated Notes by Company is being made pursuant to Rule 506(b) of Regulation D.

WHEREAS, each Purchaser is willing to purchase from Company a Subordinated Note in the principal amount set forth on each Purchaser’s signature page (the “ Subordinated Note Amount ”) in accordance with the terms, subject to the conditions and in reliance on, the recitals, representations, warranties, covenants and agreements set forth herein and in the Subordinated Notes.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

1. DEFINITIONS .

1.1 Defined Terms. The following capitalized terms generally used in this Agreement and in the Subordinated Notes have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement may be defined in such sections.

“ Affiliate(s) ” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates.

“ Agreement” has the meaning set forth in the preamble hereto.

“ Bank ” means First Virginia Community Bank, a Virginia chartered commercial bank and wholly owned subsidiary of Company.

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which banking institutions in the Commonwealth of Virginia are permitted or required by any applicable law or executive order to close.

“ Closing ” has the meaning set forth in Section 2.5 .

“ Closing Date ” means June 20, 2016.

“ Company ” has the meaning set forth in the preamble hereto and shall include any successors to Company.

“ Company’s Liabilities ” means Company’s obligations under the Transaction Documents.

“ Company’s Reports ” means (i) audited financial statements of Company for the year ended December 31, 2015; (ii) the unaudited financial statements of Company for the quarter ended March 31, 2016; and (iii) Company’s report for the year ended December 31, 2015 as filed with the FRB.

“ Disbursement ” has the meaning set forth in Section 3.1 .

“ Equity Interest ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options or other rights to purchase any of the foregoing.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Event of Default ” has the meaning set forth in the Subordinated Notes.

“ FDIC ” means the Federal Deposit Insurance Corporation.

“ FRB ” means the Board of Governors of the Federal Reserve System.

“ GAAP ” means generally accepted accounting principles in effect from time to time in the United States of America.

“ Governmental Agency(ies) ” means, individually or collectively, any federal, state, county or local governmental department, commission, board, regulatory authority or agency (including, without limitation, each applicable Regulatory Agency) with jurisdiction over Company.

“ Governmental Licenses ” has the meaning set forth in Section 4.3 .

“ Hazardous Materials ” means flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any substances which are “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances”

under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations.

“ Hazardous Materials Laws ” mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relates to real property, including: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations.

“ Indebtedness ” means and includes: (i) all items arising from the borrowing of money that, according to GAAP as in effect from time to time, would be included in determining total liabilities as shown on the consolidated balance sheet of Company or any Subsidiary of Company; and (ii) all obligations secured by any lien in property owned by Company or any Subsidiary whether or not such obligations shall have been assumed; provided , however , Indebtedness shall not include deposits or other Indebtedness created, incurred or maintained in the ordinary course of Company’s or Bank’s business (including, without limitation, federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by Company or Bank and repurchase arrangements) and consistent with customary banking practices and applicable laws and regulations.

“ Leases ” means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto.

“ Material Adverse Effect ” means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial position, results of operations or business of such Person, or (ii) would materially impair the ability of any Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided , however , that “Material Adverse Effect” shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to Company or Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of Company or Purchasers, including expenses incurred by Company or Purchasers in consummating the transactions contemplated by this Agreement, and (5) the effects of any action or omission taken by Company

with the prior written consent of Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes.

“ Maturity Date ” means June 30, 2026.

“ Person ” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization.

“ Placement Agent ” has the meaning set forth in the Recitals.

“ Property ” means any real property owned or leased by Company or any Affiliate or Subsidiary of Company.

“ Purchaser ” or “ Purchasers ” has the meaning set forth in the preamble hereto.

“ Regulation D ” has the meaning set forth in the Recitals.

“ Regulatory Agencies ” means any federal or state agency charged with the supervision or regulation of depository institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to Company, Bank or any of their Subsidiaries.

“ Secondary Market Transaction ” has the meaning set forth in Section 5.5 .

“ Securities Act ” has the meaning set forth in the Recitals.

“ Subordinated Note ” means the Subordinated Note (or collectively, the “ Subordinated Notes ”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

“ Subordinated Note Amount ” has the meaning set forth in the Recitals.

“ Subsidiary ” means with respect to any Person, any corporation or entity in which a majority of the outstanding Equity Interest is directly or indirectly owned by such Person.

“ Tier 2 Capital ” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217, as amended, modified and supplemented and in effect from time to time or any replacement thereof.

“ Transaction Documents ” has the meaning set forth in Section 3.2.1.1 .

1.2 Interpretations . The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not

to any particular provision of this Agreement. The word “including” when used in this Agreement without the phrase “without limitation,” shall mean “including, without limitation.” All references to time of day herein are references to Eastern Time unless otherwise specifically provided. All references to this Agreement and Subordinated Notes shall be deemed to be to such documents as amended, modified or restated from time to time. With respect to any reference in this Agreement to any defined term, (i) if such defined term refers to a Person, then it shall also mean all heirs, legal representatives and permitted successors and assigns of such Person, and (ii) if such defined term refers to a document, instrument or agreement, then it shall also include any replacement, extension or other modification thereof.

1.3 Exhibits Incorporated . All Exhibits attached are hereby incorporated into this Agreement.

2. SUBORDINATED DEBT .

2.1 Certain Terms . Subject to the terms and conditions herein contained, Company proposes to issue and sell to the Purchasers, severally and not jointly, Subordinated Notes in an amount equal to the aggregate of the Subordinated Note Amounts. Purchasers, severally and not jointly, each agree to purchase the Subordinated Notes from Company on the Closing Date in accordance with the terms of, and subject to the conditions and provisions set forth in, this Agreement and the Subordinated Notes. The Subordinated Note Amounts shall be disbursed in accordance with Section 3.1 . The Subordinated Notes shall bear interest per annum as set forth in the Subordinated Notes. The unpaid principal balance of the Subordinated Notes plus all accrued but unpaid interest thereon shall be due and payable on the Maturity Date, or such earlier date on which such amount shall become due and payable on account of (i) acceleration by Purchasers in accordance with the terms of the Subordinated Notes and this Agreement or (ii) Company’s delivery of a notice of redemption or repayment in accordance with the terms of the Subordinated Notes.

2.2 Subordination . The Subordinated Notes shall be subordinated in accordance with the subordination provisions set forth therein.

2.3 Maturity Date . On the Maturity Date, all sums due and owing under this Agreement and the Subordinated Notes shall be repaid in full. Company acknowledges and agrees that Purchasers have not made any commitments, either express or implied, to extend the terms of the Subordinated Notes past their Maturity Date, and shall not extend such terms beyond the Maturity Date unless Company and Purchasers hereafter specifically otherwise agree in writing.

2.4 Unsecured Obligations . The obligations of Company to Purchasers under the Subordinated Notes shall be unsecured.

2.5 The Closing . The execution and delivery of the Transaction Documents (the “ Closing ”) shall occur at the offices of Company at 10:00 a.m. (local time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree.

2.6 Payments . Company agrees that matters concerning payments and application of payments shall be as set forth in this Agreement and in the Subordinated Notes.

2.7 Right of Offset . Each Purchaser hereby expressly waives any right of offset it may have against Company.

2.8 Use of Proceeds . Company shall use the net proceeds from the sale of Subordinated Notes for contribution to the capital of the Bank and other general corporate purposes.

3. DISBURSEMENT .

3.1 Disbursement . On the Closing Date, assuming all of the terms and conditions set forth in Section 3.2 have been satisfied by Company and Company has executed and delivered to each of the Purchasers this Agreement and such Purchaser’s Subordinated Note and any other related documents in form and substance reasonably satisfactory to Purchasers, each Purchaser shall disburse the Subordinated Note Amount in immediately available funds set forth on such Purchaser’s signature page to Company in exchange for a Subordinated Note with a principal amount equal to such Subordinated Note Amount (the “ Disbursement ”). The Company will deliver to the respective Purchaser one or more certificates representing the Subordinated Notes in definitive form (or provide evidence of the same with the original to be delivered by the Company by overnight delivery on the next calendar day in accordance with the delivery instructions of Purchaser), registered in such names and denominations as such Purchasers may request.

3.2 Conditions Precedent to Disbursement .

3.2.1 Conditions to the Purchasers’ Obligation . The obligation of each Purchaser to consummate the purchase of the Subordinated Notes to be purchased by them at Closing and to effect the Disbursement is subject to delivery by or at the direction of the Company to such Purchaser each of the following (or written waiver by such Purchaser prior to the Closing of such delivery):

3.2.1.1 Transaction Documents . This Agreement and the Subordinated Notes (collectively, the “ Transaction Documents ”), each duly authorized and executed by Company.

3.2.1.2 Authority Documents .

(a) A copy, certified by the Secretary or Assistant Secretary of Company, of the Articles of Incorporation of Company;

(b) A certificate of existence of Company issued by the State Corporation Commission of the Commonwealth of Virginia;

(d) A copy, certified by the Secretary or Assistant Secretary of Company, of the resolutions of the board of directors

of Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents;

(e) An incumbency certificate of the Secretary or Assistant Secretary of Company certifying the names of the officer or officers of Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and

(f) The opinion of BuckleySandler LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

3.2.1.3 Aggregate Investments . Prior to, or contemporaneously with the Closing, each Purchaser shall have actually subscribed for the Subordinated Note Amount set forth on such Purchaser’s signature page.

3.2.2 Conditions to Company’s Obligation .

3.2.2.1 Since the date of this Agreement, there shall not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to Company or its Subsidiaries or the transactions contemplated by this Agreement by any Governmental Agency which imposes any restriction or condition that Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to Company to such a degree that Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof.

3.2.2.2 With respect to a given Purchaser, the obligation of Company to consummate the sale of the Subordinated Notes and to effect the Closing is subject to delivery by or at the direction of such Purchaser to Company of this Agreement, duly authorized and executed by such Purchaser.

4. REPRESENTATIONS AND WARRANTIES OF COMPANY .

Company hereby represents and warrants to each Purchaser as follows:

4.1 Organization and Authority .

4.1.1 Organization Matters of Company and Its Subsidiaries .

4.1.1.1 Company is validly existing and in good standing under the laws of the Commonwealth of Virginia, and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification

is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company. Company is a duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended.

4.1.1.2 Each Subsidiary of Company either has been duly incorporated or organized and is validly existing as a corporation or limited liability company, or has been duly chartered and is validly existing as a Virginia chartered bank, in each case in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on such Subsidiary. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through Subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other equity interests in, any Subsidiary of the Company were issued in violation of the preemptive or similar rights of any security holder of such Subsidiary of the Company or any other entity.

4.1.1.3 Bank is a Virginia chartered bank. The deposit accounts of Bank are insured by the FDIC up to applicable limits. Neither Company nor Bank has received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

4.1.2 Capital Stock and Related Matters . The Articles of Incorporation of Company authorize Company to issue 20,000,000 shares of common stock and 1,000,000 shares of preferred stock. As of the date of this Agreement, there are [•] shares of the Company’s common stock issued and outstanding and no shares of Company’s preferred stock have been issued and outstanding. All of the outstanding capital stock of Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Company or obligating Company to grant, extend or enter into any such agreement or commitment to any Person other than Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.

4.2 No Impediment to Transactions .

4.2.1 Transaction is Legal and Authorized . The issuance of the Subordinated Notes, the borrowing of the aggregate of the Subordinated Note Amounts, the execution of the Transaction Documents and compliance by Company with all of the provisions of the Transaction Documents are within the corporate and other powers of Company.

4.2.2 Agreement . This Agreement has been duly authorized, executed and delivered, and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the legal, valid and binding obligations of Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

4.2.3 Subordinated Notes . The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

4.2.4 No Defaults or Restrictions . Neither the execution and delivery of the Transaction Documents nor compliance with their respective terms and conditions will (whether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a breach of, or constitute a default under: (1) the Articles of Incorporation or Bylaws of Company; (2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other agreement or instrument to which Company or Bank, as applicable, is now a party or by which it or any of its properties may be bound or affected; (3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency; or (4) any statute, rule or regulation applicable to Company or its Subsidiaries, except, in the case of items (2), (3) or (4), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company, or (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Company. Neither the Company nor the Bank is in default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Company or Bank, as applicable, is a party or by which Company or Bank, as applicable, or any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company.

4.2.5 Governmental Consent . No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by Company that have not been obtained, and no registrations or declarations are required to be filed by Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

4.3 Possession of Licenses and Permits . Company and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental

Licenses ”) issued by the appropriate Governmental Agencies necessary to conduct the business now operated by it except where the failure to possess such Governmental Licenses would not, singularly or in the aggregate, have a Material Adverse Effect on Company or such applicable Subsidiary; Company and each Subsidiary of Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect on Company or such applicable Subsidiary of Company; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect on Company or such applicable Subsidiary of Company; and neither Company nor any Subsidiary of Company has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses.

4.4 Financial Condition .

4.4.1 Company Financial Statements . The financial statements of Company included in Company’s Reports (including the related notes, where applicable), which have been provided to Purchasers (i) have been prepared from, and are in accordance with, the books and records of Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Company contained in Company’s Reports for Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

4.4.2 Absence of Default . Since the date of the latest audited financial statements, no event has occurred which either of itself or with the lapse of time or the giving of notice or both, would give any creditor of Company the right to accelerate the maturity of any material Indebtedness of Company. Company is not in default under any other Lease, agreement or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, non-compliance with which could reasonably be expected to result in a Material Adverse Effect on Company.

4.4.3 Solvency . After giving effect to the consummation of the transactions contemplated by this Agreement, Company has capital sufficient to carry on its business and transactions and is solvent and able to pay its debts as they mature. No transfer of property is being made and no Indebtedness is being incurred in connection with the transactions

contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Company or any Subsidiary of Company.

4.4.4 Ownership of Property . Company and each of its Subsidiaries has good and marketable title as to all real property owned by it and good title to all assets and properties owned by Company and such Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent balance sheet contained in Company’s Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iii) such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Company or any of its Subsidiaries. Company and each of its Subsidiaries, as lessee, has the right under valid and existing Leases of real and personal properties that are material to Company or such Subsidiary, as applicable, in the conduct of its business to occupy or use all such properties as presently occupied and used by it. Such existing Leases and commitments to Lease constitute or will constitute operating Leases for both tax and financial accounting purposes and the Lease expense and minimum rental commitments with respect to such Leases and Lease commitments are as disclosed in all material respects in Company’s Reports.

4.5 No Material Adverse Change . Since the date of the latest audited financial statements included in Company’s Reports, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect on Company or any of its Subsidiaries.

4.6 Legal Matters .

4.6.1 Compliance with Law . Company and each of its Subsidiaries (i) has complied with and (ii) is not, to the Company’s knowledge, under investigation with respect to, and, to the Company’s knowledge, has not been threatened to be charged with or given any notice of any material violation of any applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or the ownership of its properties, except where any such failure to comply or violation would not reasonably be expected to have a Material Adverse Effect on Company or any of its Subsidiaries. Company and each of its Subsidiaries (x) is, and at all times prior to the date hereof has been, compliant with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any Governmental Agency, and their own privacy policies and written commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees, in each case the failure to comply with which would not result, individually or in the aggregate, in a Material Adverse Effect on Company or such applicable Subsidiary, and (y) at no time during the two years prior to the date hereof has received any notice asserting any violations of any of the

foregoing, which, if accurate, would reasonably be expected to result in a Material Adverse Effect on Company or such Subsidiary.

4.6.2 Regulatory Enforcement Actions . Company, Bank and its other Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, the failure to comply with which would have a Material Adverse Effect on Company, Bank or its other Subsidiaries. None of Company, Bank, Company’s Subsidiaries nor any of their officers or directors is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to Company’s knowledge, (a) any such restrictions threatened, (b) any agreements, memoranda or commitments being sought by any Governmental Agency , or (c) any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remain unresolved.

4.6.3 Pending Litigation . There are no actions, suits, proceedings or written agreements pending, or, to Company’s knowledge, threatened or proposed, against Company or any of its Subsidiaries at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, or other administrative agency, domestic or foreign, that, either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company or any of its Subsidiaries or affect issuance or payment of the Subordinated Notes; and neither Company nor any of its Subsidiaries is a party to or named as subject to the provisions of any order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign, that either separately or in the aggregate, will have a Material Adverse Effect on Company or any of its Subsidiaries.

4.6.4 Environmental . No Property is or, to Company’s knowledge, has been, a site for the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, transportation or presence of any Hazardous Materials and neither Company nor any of its Subsidiaries has engaged in such activities. There are no claims or actions pending or, to Company’s knowledge, threatened against Company or any of its Subsidiaries by any Governmental Agency or by any other Person relating to any Hazardous Materials or pursuant to any Hazardous Materials Law.

4.6.5 Brokerage Commissions . Except for commissions paid to the Placement Agent, neither Company nor any Affiliate of Company is obligated to pay any brokerage commission or finder’s fee to any Person in connection with the transactions contemplated by this Agreement.

4.6.6 Investment Company Act . Neither Company nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.7 No Misstatement . No information, exhibit, report, schedule or document, when viewed together as a whole, furnished by Company to Purchasers in connection with the negotiation, execution or performance of this Agreement contains any untrue statement of a

material fact, or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances when made or furnished to Purchasers and as of the Closing Date.

4.8 Internal Accounting Controls . Company, Bank and each other applicable Subsidiary of the Company has established and maintains a system of internal control over financial reporting that pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made only in accordance with authorizations of Company management and Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a material effect on the financial statements. Such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year there has not been and there currently is not (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or Bank’s internal control over financial reporting and the internal control over financial reporting of each other applicable Subsidiary of the Company. The Company (A) has implemented and maintains disclosure controls and procedures reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting. Such disclosure controls and procedures are effective for the purposes for which they were established.

4.9 Representations and Warranties Generally . The representations and warranties of the Company set forth in this Agreement and in any certificate or other document delivered to Purchasers by or on behalf of Company pursuant to or in connection with this Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date and as otherwise specifically provided herein or therein. None of the representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Purchasers by or on behalf of Company pursuant to or in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances when made and as of the Closing Date.

5. GENERAL COVENANTS, CONDITIONS AND AGREEMENTS .

Company hereby further covenants and agrees with each Purchaser as follows:

5.1 Compliance with Transaction Documents . Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

5.2 [Intentionally Omitted]

5.3 Compliance with Laws .

5.3.1 Generally . Company shall comply and cause Bank and each of its other Subsidiaries to comply in all material respects with all applicable statutes, rules, regulations, orders and restrictions in respect of the conduct of its business and the ownership of its properties, except, in each case, where such noncompliance would not reasonably be expected to have a Material Adverse Effect on Company.

5.3.2 Regulated Activities . Company shall not itself, nor shall it cause, permit or allow Bank or any other of its Subsidiaries to (i) engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to have a Material Adverse Effect on Company, Bank and/or such of its Subsidiaries or (ii) make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of, or any interest in, another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.

5.3.3 Taxes . Company shall and shall cause Bank and any other of its Subsidiaries to promptly pay and discharge all taxes, assessments and other governmental charges imposed upon Company, Bank or any other of its Subsidiaries or upon the income, profits, or property of Company or any Subsidiary and all claims for labor, material or supplies which, if unpaid, might by law become a lien or charge upon the property of Company, Bank or any other of its Subsidiaries. Notwithstanding the foregoing, none of Company, Bank or any other of its Subsidiaries shall be required to pay any such tax, assessment, charge or claim, so long as the validity thereof shall be contested in good faith by appropriate proceedings, and appropriate reserves therefor shall be maintained on the books of Company, Bank and such other Subsidiary.

5.3.4 Corporate Existence . Company shall do or cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and that of Bank and the other Subsidiaries and its and their rights and franchises.

5.3.5 Dividends, Payments, and Guarantees During Event of Default . Upon the occurrence of a failure by Company to make any required payment of principal or interest on the Subordinated Notes or of an Event of Default (as defined under the Subordinated Notes) until such failure or Event of Default is cured, except as required by any federal or state Governmental Agency, Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock; (b) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any

of Company’s Indebtedness that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange or conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock; (iv) the purchase of fractional interests in shares of Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of Company’s common stock related to the issuance of common stock or rights under any benefit plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment plans.

5.3.6 Tier 2 Capital . If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Noteholder (as defined in the Subordinated Note), and thereafter Company and the Noteholder (as defined in the Subordinated Note) will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital, provided , however , that nothing contained in this Section shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event in accordance with the provisions of the Subordinated Note.

5. 3.7 Form D. Not later than 15 business days following the Closing, the Company shall file, or cause to be filed, a Form D with the Securities Exchange Commission and, where required by applicable law, state securities administrators of the jurisdictions in which the Purchasers are resident.

5.4 Absence of Control . It is the intent of the parties to this Agreement that in no event shall Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, Company, and Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of Company.

5.5 Secondary Market Transactions . Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “ Secondary Market Transaction ”). In connection with any such Secondary Market Transaction, Company shall, at Company’s expense, cooperate with Purchasers and otherwise reasonably assist Purchasers in satisfying the market standards to which Purchasers customarily adhere or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction. Subject to any written confidentiality obligation, all information regarding Company may be furnished, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and to any Person reasonably deemed necessary by Purchaser in connection with participation in such Secondary Market

Transaction. All documents, financial statements, appraisals and other data relevant to Company or the Subordinated Notes may be retained by any such Person.

5.6 Bloomberg and DTC . Company shall use commercially reasonable efforts to cause the Subordinated Notes to be quoted on Bloomberg and to be registered in the name of The Depository Trust Company.

5.7 Rule 144A Information . While any Subordinated Notes remain “restricted securities” within the meaning of the Securities Act, the Company will make available, upon request, to any seller of such Subordinated Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.

5.8 DTC Registration. The Company shall use commercially reasonable efforts to cause the Subordinated Notes held by Qualified Institutional Buyers as defined in Rule 144A of the Securities Act to be registered in the name of Cede & Co. as nominee of The Depository Trust Company (“ DTC ”) or a nominee of DTC.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS .

Each Purchaser hereby represents and warrants to Company, and covenants with Company, severally and not jointly, as follows:

6.1 Legal Power and Authority . It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

6.2 Authorization and Execution . The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of such Purchaser, and this Agreement has been duly authorized, executed and delivered, and, assuming due authorization, execution and delivery by the other parties hereto, is a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

6.3 No Conflicts . Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the transactions contemplated thereby will conflict with, violate, constitute a breach of or a default (whether with or without the giving of notice or lapse of time or both) under (i) its organizational documents, (ii) any agreement to which it is party, (iii) any law applicable to it or (iv) any order, writ, judgment, injunction, decree, determination or award binding upon or affecting it.

6.4 Purchase for Investment . It is purchasing the Subordinated Note for its own account and not with a view to distribution and with no present intention of reselling, distributing or otherwise disposing of the same. It has no present or contemplated agreement, undertaking, arrangement, obligation, Indebtedness or commitment providing for, or which is likely to compel, a disposition of the Subordinated Notes in any manner.

6.5 Institutional Accredited Investor . It is and will be on the Closing Date an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets.

6.6 Financial and Business Sophistication . It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Subordinated Notes. It has relied solely upon its own knowledge of, and/or the advice of its own legal, financial or other advisors with regard to, the legal, financial, tax and other considerations involved in deciding to invest in the Subordinated Notes.

6.7 Ability to Bear Economic Risk of Investment . It recognizes that an investment in the Subordinated Notes involves substantial risk. It has the ability to bear the economic risk of the prospective investment in the Subordinated Notes, including the ability to hold the Subordinated Notes indefinitely, and further including the ability to bear a complete loss of all of its investment in Company.

6.8 Information . It acknowledges that: (i) it is not being provided with the disclosures that would be required if the offer and sale of the Subordinated Notes were registered under the Securities Act, nor is it being provided with any offering circular or prospectus prepared in connection with the offer and sale of the Subordinated Notes; (ii) it has conducted its own examination of Company and the terms of the Subordinated Notes to the extent it deems necessary to make its decision to invest in the Subordinated Notes; and (iii) it has availed itself of publicly available financial and other information concerning Company to the extent it deems necessary to make its decision to purchase the Subordinated Notes. It has reviewed the information set forth in Company’s Reports and the exhibits and schedules hereto and contained in the data room established by Company on June 8, 2016.

6.9 Access to Information . It acknowledges that it and its advisors have been furnished with all materials relating to the business, finances and operations of Company that have been requested by it or its advisors and have been given the opportunity to ask questions of, and to receive answers from, persons acting on behalf of Company concerning terms and conditions of the transactions contemplated by this Agreement in order to make an informed and voluntary decision to enter into this Agreement.

6.10 Investment Decision . It has made its own investment decision based upon its own judgment, due diligence and advice from such advisors as it has deemed necessary and not upon any view expressed by any other person or entity, including the Placement Agent. Neither such inquiries nor any other due diligence investigations conducted by it or its advisors or representatives, if any, shall modify, amend or affect its right to rely on Company’s representations and warranties contained herein. It is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any Person by or on behalf of Company, including, without limitation, the Placement Agent, except for the express statements, representations and warranties of Company made or contained in this Agreement. Furthermore, it acknowledges that (i) the Placement Agent has not performed any due diligence review on behalf of it and (ii) nothing in this Agreement or any other materials presented by or on behalf of Company to it in connection with the purchase of the Subordinated Notes constitutes legal, tax or investment advice.

6.11 Private Placement; No Registration; Restricted Legends . It understands and acknowledges that the Subordinated Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506(b) of Regulation D under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It is not subscribing for the Subordinated Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note. It further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement.

6.12 Placement Agent . It will purchase the Subordinated Note(s) directly from Company and not from the Placement Agent and understands that neither the Placement Agent nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.

6.13 Tier 2 Capital . If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Purchasers, and thereafter Company and the Purchasers will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital provided , however , that nothing contained in this Section 6.13 shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event, in accordance with the provisions of the Subordinated Note.

6.14 Accuracy of Representations . It understands that each of the Placement Agent and Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in connection with the transactions contemplated by this Agreement, and agrees that if any of the representations or acknowledgements made by it are no longer accurate as of the Closing Date, or if any of the agreements made by it are breached on or prior to the Closing Date, it shall promptly notify the Placement Agent and Company.

6.15 Representations and Warranties Generally . The representations and warranties of Purchaser set forth in this Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date and as otherwise specifically provided herein. Any certificate signed by a duly authorized representative of Purchaser and delivered to the Company or to counsel for Company shall be deemed to be a representation and warranty by Purchaser to Company as to the matters set forth therein.

7. [Intentionally Omitted]

8. MISCELLANEOUS .

8.1 Prohibition on Assignment by Company . Except as described in Section 8(b) (Merger or Sale of Assets) of the Subordinated Notes, Company may not assign, transfer or delegate any of its rights or obligations under this Agreement or the Subordinated Notes without the prior written consent of Purchasers. In addition, in accordance with the terms of the Subordinated Notes, any transfer of such Subordinated Notes must be made in accordance with the Assignment Form attached thereto and the requirements and restrictions thereof.

8.2 Time of the Essence . Time is of the essence of this Agreement.

8.3 Waiver or Amendment . No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least a majority of the principal amount of the Subordinated Notes at the time outstanding (excluding any Subordinated Notes held by Company or any of its Affiliates); provided , however , that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note, (iv) change the currency in which payment of the obligations of Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes, (vi) make any changes to Section 6 (Failure to Make a Payments) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) disproportionately affect any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on Company in any case shall, in itself, entitle Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by Purchasers to or of any breach or default by Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of Company hereunder. Failure on the part of Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by Company.

8.4 Severability . Any provision of this Agreement which is unenforceable or invalid or contrary to law, or the inclusion of which would adversely affect the validity, legality or enforcement of this Agreement, shall be of no effect and, in such case, all the remaining terms and provisions of this Agreement shall subsist and be fully effective according to the tenor of this

Agreement the same as though any such invalid portion had never been included herein. Notwithstanding any of the foregoing to the contrary, if any provisions of this Agreement or the application thereof are held invalid or unenforceable only as to particular persons or situations, the remainder of this Agreement, and the application of such provision to persons or situations other than those to which it shall have been held invalid or unenforceable, shall not be affected thereby, but shall continue valid and enforceable to the fullest extent permitted by law.

8.5 Notices . Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given if in writing and if delivered personally, or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or if delivered by a responsible overnight commercial courier promising next business day delivery, addressed:

if to Company:	FVCBankcorp, Inc. 11325 Random Hills Road, Suite 240 Fairfax, Virginia 22030 Attention: Patricia A. Ferrick, Chief Financial Officer

with a copy to:	BuckleySandler LLP 1250 24 th Street, NW, Suite 700 Washington, DC 20037 Attention: Noel M. Gruber, Esquire

if to Purchasers:	To the address indicated on such Purchaser’s signature page.

or to such other address or addresses as the party to be given notice may have furnished in writing to the party seeking or desiring to give notice, as a place for the giving of notice; provided that no change in address shall be effective until five (5) Business Days after being given to the other party in the manner provided for above. Any notice given in accordance with the foregoing shall be deemed given when delivered personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mails as aforesaid or, if sent by overnight courier, the Business Day following the date of delivery to such courier (provided next business day delivery was requested).

8.6 Successors and Assigns . This Agreement shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns; except that, unless a Purchaser consents in writing, no assignment made by Company in violation of this Agreement shall be effective or confer any rights on any purported assignee of Company. The term “successors and assigns” will not include a purchaser of any of the Subordinated Notes from any Purchaser merely because of such purchase.

8.7 No Joint Venture . Nothing contained herein or in any document executed pursuant hereto and no action or inaction whatsoever on the part of a Purchaser, shall be deemed to make a Purchaser a partner or joint venturer with Company.

8.8 Documentation . All documents and other matters required by any of the provisions of this Agreement to be submitted or furnished to a Purchaser shall be in form and substance satisfactory to such Purchaser.

8.9 Entire Agreement . This Agreement and the Subordinated Notes along with the Exhibits thereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement or in the Subordinated Notes.

8.10 Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its laws or principles of conflict of laws. Nothing herein shall be deemed to limit any rights, powers or privileges which a Purchaser may have pursuant to any law of the United States of America or any rule, regulation or order of any department or agency thereof and nothing herein shall be deemed to make unlawful any transaction or conduct by a Purchaser which is lawful pursuant to, or which is permitted by, any of the foregoing.

8.11 No Third Party Beneficiary . This Agreement is made for the sole benefit of Company and the Purchasers, and no other person shall be deemed to have any privity of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor shall any other person have any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder; provided , that the Placement Agent may rely on the representations and warranties contained herein to the same extent as if it were a party to this Agreement.

8.12 Legal Tender of United States . All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America for public and private debts.

8.13 Captions; Counterparts . Captions contained in this Agreement in no way define, limit or extend the scope or intent of their respective provisions. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

8.14 Knowledge; Discretion . All references herein to Purchaser’s or Company’s knowledge shall be deemed to mean the knowledge of such party based on the actual knowledge of such party’s Chief Executive Officer and Chief Financial Officer or such other persons holding equivalent offices. Unless specified to the contrary herein, all references herein to an exercise of discretion or judgment by a Purchaser, to the making of a determination or designation by a Purchaser, to the application of a Purchaser’s discretion or opinion, to the granting or withholding of a Purchaser’s consent or approval, to the consideration of whether a matter or thing is satisfactory or acceptable to a Purchaser, or otherwise involving the decision making of a Purchaser, shall be deemed to mean that such Purchaser shall decide using the reasonable discretion or judgment of a prudent lender.

8.15 Waiver Of Right To Jury Trial . TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF COMPANY OR PURCHASERS. THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING

OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL. THE PARTIES FURTHER ACKNOWLEDGE THAT (I) THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES AND THEIR COUNSEL AND IS A MATERIAL INDUCEMENT FOR ENTRY INTO THIS AGREEMENT AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

8.16 Expenses . Except as otherwise provided in this Agreement, each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement.

8.17 Survival . Each of the representations and warranties set forth in this Agreement shall survive the consummation of the transactions contemplated hereby for a period of one year after the date hereof. Except as otherwise provided herein, all covenants and agreements contained herein shall survive until, by their respective terms, they are no longer operative.

[Signature Pages Follow]

IN WITNESS WHEREOF , Company has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.

COMPANY : FVCBANKCORP, INC.

By:
	Name:	David W. Pijor
	Title:	President and Chief Executive Officer

[Company Signature Page to Subordinated Note Purchase Agreement]

IN WITNESS WHEREOF , the Purchaser has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.

PURCHASER : [INSERT PURCHASER’S NAME]

By:
	Name:	[ · ]
	Title:	[ · ]

Address of Purchaser :

[ · ](1)

Principal Amount of Purchased Subordinated Note :

$[ · ]

(1) NTD: Insert domicile/headquarter address of Purchaser and mailing address for delivery of notices (if different).

Exhibit 10.4

SUBORDINATED NOTE

FVCBANKCORP, INC.

6% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE JUNE 30, 2026

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 OF THIS SUBORDINATED NOTE) OF FVCBANKCORP, INC., (THE “ COMPANY ”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL CREDITORS AND SECURED CREDITORS, DEPOSIT OBLIGATIONS OF THE COMPANY’S DEPOSITARY INSTITUTION SUBSIDIARIES, AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES. IN THE EVENT OF LIQUIDATION ALL HOLDERS OF SENIOR INDEBTEDNESS OF THE COMPANY SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH HOLDERS OF SENIOR INDEBTEDNESS, THE HOLDER OF THIS SUBORDINATED NOTE, TOGETHER WITH THE HOLDERS OF ANY OBLIGATIONS OF THE COMPANY RANKING ON A PARITY WITH THE SUBORDINATED NOTES, SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE (I) WITH RESPECT TO ANY OBLIGATION THAT BY ITS TERMS EXPRESSLY IS JUNIOR TO IN THE RIGHT OF PAYMENT TO THE SUBORDINATED NOTES, (II) ANY INDEBTEDNESS BETWEEN THE COMPANY AND ANY OF ITS SUBSIDIARIES OR AFFILIATES (OTHER THAN ANY INSURED DEPOSITARY INSTITUTION SUBSIDIARY OR AFFILIATE), OR (III) ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF THE COMPANY.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “ FDIC ”) OR ANY OTHER GOVERNMENT AGENCY OR FUND.

THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $ 1,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $1,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SUBORDINATED NOTE.

THIS SUBORDINATED NOTE MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

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(THE “ SECURITIES ACT ”), OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SUBORDINATED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

CERTAIN ERISA CONSIDERATIONS :

THE HOLDER OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”) (EACH A “ PLAN ”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS TO FINANCE SUCH PURCHASE OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH SUCH FIDUCIARY’S LEGAL COUNSEL PRIOR TO ACQUIRING THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.

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No. 2026-[ · ]	CUSIP (Accredited Investors) 36120Q AB7
	CUSIP (QIBs) 36120Q AA9

FVCBANKCORP, INC.

6% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE JUNE 30, 2026

1. Subordinated Notes . This Subordinated Note is one of an issue of notes of FVCBankcorp, Inc., a Virginia corporation (the “ Company ”), designated as the “6% Fixed to Floating Rate Subordinated Notes due June 30, 2026” (the “ Subordinated Notes ”).

2. Payment . The Company, for value received, promises to pay to , or its registered assigns, the principal sum of Dollars (U.S.) ($ ), plus accrued but unpaid interest on June 30, 2026 (“ Stated Maturity ”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding June 30, 2021 or the earlier redemption date contemplated by Section 4 of this Subordinated Note, at the rate of 6% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on June 30 and December 30 of each year (each, a “ Fixed Interest Payment Date ”), beginning December 30, 2016, and (ii) from and including June 30, 2021 to but excluding the Stated Maturity or the earlier redemption date contemplated by Section 4 of this Subordinated Note, at the rate per annum, reset quarterly, equal to LIBOR determined on the determination date of the applicable interest period plus 487 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year (each, a “ Floating Interest Payment Date ”). An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable. “LIBOR” means the 3-month USD LIBOR, which will be the offered rate for 3-month deposits in U.S. dollars, as that rate appears on the Reuters Screen LIBOR01 Page (or any successor page thereto) as of 11:00 a.m., London time, as observed two London banking days prior to the first day of the applicable floating rate interest period. If 3-month USD LIBOR is not displayed as of such time with respect to any applicable floating rate interest period, then the Company will request the principal London offices of at least two banks to provide a quotation of their rates for deposits in U.S. dollars for a period comparable to the applicable floating rate interest period and the 3-month USD LIBOR for such floating rate interest period shall be the arithmetic mean of such quotations. A London banking day is a day on which commercial banks and foreign currency markets settle payments and are open for general business in London.

Any payment of principal of or interest on this Subordinated Note that would otherwise become due and payable on a day which is not a Business Day shall become due and payable on the next succeeding Business Day, with the same force and effect as if made on the date for payment of such principal or interest, and no interest will accrue in respect of such payment for the period after such day. The term “ Business Day ” means any day that is not a Saturday or Sunday and that is not a day on which banks in the Commonwealth of Virginia are generally authorized or required by law or executive order to be closed.

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3. Subordination .

(a) The indebtedness of the Company evidenced by this Subordinated Note, including the principal and interest on this Subordinated Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing claims of creditors of the Company and creditors, including depositors, of First Virginia Community Bank (together with any insured depositary institution subsidiary of the Company hereinafter acquired, the “ Bank ”), whether now outstanding or subsequently created, assumed, guaranteed or incurred (collectively, “ Senior Indebtedness ”), which shall consist of principal of (and premium, if any) and interest, if any, on: (i) all indebtedness and obligations of, or guaranteed or assumed by, the Company for money borrowed, whether or not evidenced by bonds, debentures, securities, notes or other similar instruments, and including, but not limited to, deposits and other liabilities of the Bank, and all obligations to the Company’s general creditors and secured creditors; (ii) any deferred obligations of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary course of business; (iii) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, bankers’ acceptances, security purchase facilities and similar direct credit substitutes; (iv) any capital lease obligations of the Company; (v) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity contracts and other similar arrangements or derivative products; (vi) all obligations that are similar to those in clauses (i) through (v) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise arising from an off-balance sheet guarantee; and (vii) all obligations of the types referred to in clauses (i) through (vi) of other persons secured by a lien on any property or asset of the Company, and (viii) in the case of (i) through (vii) above, all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations; except “Senior Indebtedness” does not include (A) the Subordinated Notes, (B) any obligation that by its terms expressly is junior to, or ranks equally in right of payment with, the Subordinated Notes, or (C) any indebtedness between the Company and any of its subsidiaries or Affiliates (other than any insured depositary institution subsidiary or Affiliate). This Subordinated Note is not secured by any assets of the Company or any subsidiary or Affiliate. The term “ Affiliate(s) ” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates.

(b) In the event of liquidation of the Company, holders of Senior Indebtedness of the Company shall be entitled to be paid in full with such interest as may be provided by law before any payment shall be made on account of principal of or interest on this Subordinated Note. Additionally, in the event of any insolvency, dissolution, assignment for the benefit of creditors or any liquidation or winding up of or relating to the Company, whether voluntary or involuntary, holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on the Subordinated Notes, including this Subordinated Note. In the event of any such proceeding, after payment in full of all sums owing with respect to the Senior Indebtedness, the registered holders of the Subordinated Notes from time to time (each a “ Noteholder ” and, collectively, the “ Noteholders ”), together with the holders of any obligations of the Company ranking on a parity with the Subordinated Notes, shall be entitled to be paid from the remaining assets of the Company the unpaid principal thereof, and the unpaid interest thereon

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before any payment or other distribution, whether in cash, property or otherwise, shall be made (i) with respect to any obligation that by its terms expressly is junior to in the right of payment to the Subordinated Notes, (ii) any indebtedness between the Company and any of its subsidiaries or Affiliates (other than any insured depositary institution subsidiary or Affiliate) or (iii) on account of any capital stock.

(c) If there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the Subordinated Notes. The provisions of this paragraph shall not apply to any payment with respect to which Section 3(b) would be applicable.

(d) Nothing herein shall act to prohibit, limit or impede the Company from issuing additional debt of the Company having the same rank as the Subordinated Notes or which may be junior or senior in rank to the Subordinated Notes. Each Noteholder, by its acceptance hereof, agrees to and shall be bound by the provisions of this Section 3. Each Noteholder, by its acceptance hereof, further acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration for each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Subordinated Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness.

4. Redemption .

(a) Redemption Prior to Fifth Anniversary . This Subordinated Note shall not be redeemable by the Company in whole or in part prior to the fifth anniversary of the date upon which this Subordinated Note was originally issued (the “ Issue Date ”), except in the event of a: (i) Tier 2 Capital Event (as defined below); (ii) Tax Event (as defined below); or (iii) Investment Company Event (as defined below). Upon the occurrence of a Tier 2 Capital Event, a Tax Event or an Investment Company Event, the Company may redeem this Subordinated Note in whole or in part at any time, upon giving not less than 10 calendar days notice to the holder of this Subordinated Note at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the redemption date. “ Tier 2 Capital Event ” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material risk that this Subordinated Note no longer qualifies as “Tier 2” Capital (as defined by the Board of Governors of the Federal Reserve System (the “ Federal Reserve ”)) (or its then equivalent) as a result of a change in interpretation or application of law or regulation by any judicial, legislative or regulatory authority that becomes effective after the date of issuance of this Subordinated Note. “ Tax Event ” means the receipt by the Company of an opinion of counsel to the Company that as a result of any amendment to, or change (including any final and adopted (or enacted) prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or

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regulations, there exists a material risk that interest payable by the Company on the Subordinated Notes is not, or within 120 days after the receipt of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes. “ Investment Company Event ” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material risk that the Company is or, within 120 days after the receipt of such opinion will be, required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

(b) Redemption on or after Fifth Anniversary . On or after the fifth anniversary of the Issue Date, this Subordinated Note shall be redeemable at the option of and by the Company, in whole or in part at any time and from time to time upon any Interest Payment Date, at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the redemption date, but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may redeem all or a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event.

(c) Partial Redemption . If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new Subordinated Note shall be issued representing the unredeemed portion without charge to the holder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Noteholders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of every Subordinated Note held by every Noteholder shall be redeemed.

(d) No Redemption at Option of Noteholder . This Subordinated Note is not subject to redemption at the option of the holder of this Subordinated Note.

(e) Effectiveness of Redemption . If notice of redemption has been duly given and notwithstanding that this Subordinated Note has been called for redemption but has not yet been surrendered for cancellation, on and after the date fixed for redemption, interest shall cease to accrue on the portion of this Subordinated Note called for redemption, this Subordinated Note shall no longer be deemed outstanding with respect to the portion called for redemption and all rights with respect to the portion of this Subordinated Note called for redemption shall forthwith on such date fixed for redemption cease and terminate unless the Company shall default in the payment of the redemption price, except only the right of the holder hereof to receive the amount payable on such redemption, without interest.

(f) Regulatory Approvals . Any such redemption shall be subject to receipt of any and all required federal and state regulatory approvals, including, but not limited to, the consent of the Federal Reserve. In the case of any redemption of this Subordinated Note pursuant to paragraph (b) of this Section 4 , the Company will give the holder hereof notice of redemption, which notice shall indicate the aggregate principal amount of Subordinated Notes to be redeemed, not less than 30 nor more than 60 calendar days prior to the redemption date.

(g) Purchase and Resale of the Subordinated Notes . Subject to any required federal and state regulatory approvals and the provisions of this Subordinated Note, the Company shall have the right to purchase any of the Subordinated Notes at any time in the open market, private

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transactions or otherwise. If the Company purchases any Subordinated Notes, it may, in its discretion, hold, resell or cancel any of the purchased Subordinated Notes.

5. Events of Default; Acceleration; Compliance Certificate . Each of the following events shall constitute an “ Event of Default ”:

(a) the entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period of 60 consecutive days;

(b) the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law;

(c) the Company (i) becomes insolvent or is unable to pay its debts as they mature, (ii) makes an assignment for the benefit of creditors, (iii) admits in writing its inability to pay its debts as they mature, or (iv) ceases to be a bank holding company or financial holding company under the Bank Holding Company Act of 1956, as amended;

(d) the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of 30 days;

(e) the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable;

(f) the liquidation of the Company (for avoidance of doubt, “liquidation” does not include any merger, consolidation, sale of equity or assets or reorganization (exclusive of a reorganization in bankruptcy) of the Company or any of its subsidiaries); or

(g) the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes, and the continuation of such failure for a period of 60 days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 21 , to the Company by Noteholders holding at least a majority in principal amount of the outstanding Subordinated Notes.

If an Event of Default described in Section 5(a) or Section 5(b) occurs, then the principal amount of all of the outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all outstanding Subordinated Notes will become and be immediately due and payable without any declaration or other act on the part of any Noteholder, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. As the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 5(a) or Section 5(b) , the Noteholders may not accelerate the Stated Maturity of the Subordinated Notes and make the principal of, and

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any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. The Company, within 45 calendar days after the receipt of written notice from any Noteholder of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all Noteholders, at their addresses shown on the Security Register (as defined in Section 14 below), such written notice of Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice as certified by the Company in writing.

6. Failure to Make Payments . In the event of an Event of Default under Section 5(d) or Section 5(e) above, the Company will, upon demand of the holder of this Subordinated Note, pay to the holder of this Subordinated Note the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holders of at least a majority in principal amount of the outstanding Subordinated Notes may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company.

Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the Company, the Company shall not, except as required by any federal or state governmental agency: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company’s common stock related to the issuance of common stock or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s dividend reinvestment plans.

7. Affirmative Covenants of the Company .

(a) Payment of Principal and Interest. The Company covenants and agrees for the benefit of the holder of this Subordinated Note that it will duly and punctually pay the principal of, and interest on, this Subordinated Note, in accordance with the terms hereof. Principal and interest will be considered paid on the date due if the Company or a subsidiary thereof holds, as of 11:00 A.M., Fairfax, Virginia time, on any Interest Payment Date, an amount in immediately

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available funds provided by the Company that is designated for and sufficient to pay all principal and interest then due.

(b) Maintenance of Office . The Company will maintain an office or agency in the city of Fairfax, Virginia where Subordinated Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Subordinated Notes may be served. The Company may also from time to time designate one or more other offices or agencies where the Subordinated Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the city of Fairfax, Virginia. The Company will give prompt written notice to the Noteholders of any such designation or rescission and of any change in the location of any such other office or agency.

(c) Corporate Existence . The Company will do or cause to be done all things necessary to preserve and keep in full force and effect: (i) the corporate existence of the Company; (ii) the existence (corporate or other) of each subsidiary; and (iii) the rights (charter and statutory), licenses and franchises of the Company and each of its subsidiaries; provided, however, that the Company will not be required to preserve the existence (corporate or other) of any of its subsidiaries or any such right, license or franchise of the Company or any of its subsidiaries if the Board of Directors of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its subsidiaries taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Noteholders.

(d) Maintenance of Properties . The Company will, and will cause each subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section will prevent the Company or any subsidiary from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the judgment of the Board of Directors of the Company or of any subsidiary, as the case may be desirable in the conduct of its business.

(e) Waiver of Certain Covenants . The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 7(a) , Section 7(b), Section 7(c) or Section 7(d) above, with respect to this Subordinated Note if before the time for such compliance the Noteholders of at least a majority in principal amount of the outstanding Subordinated Notes, by act of such Noteholders, either will waive such compliance in such instance or generally will have waived compliance with such term, provision or condition, but no such waiver will extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver will become effective, the obligations of the Company in respect of any such term, provision or condition will remain in full force and effect.

(f) Company Statement as to Compliance . The Company will deliver to the Noteholders, within 120 days after the end of each fiscal year, an Officer’s Certificate covering the preceding calendar year, stating whether or not, to the best of his or her knowledge, the

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Company is in default in the performance and observance of any of the terms, provisions and conditions of this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

(g) Tier 2 Capital . If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five years immediately preceding the Stated Maturity of the Subordinated Notes, the Company will immediately notify the Noteholders and thereafter the Company and the Noteholders will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided , however , that nothing contained in this Section 7(g) shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 4(a) or Section 4(b) .

(h) Compliance with Laws . The Company shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such noncompliance that would not reasonably be expected to result in a material adverse effect (i) in the condition (financial or otherwise), or in the earnings of the Company, whether or not arising in the ordinary course of business, or (ii) on the ability of the Company to perform its obligations under this Subordinated Note.

(i) Taxes and Assessments . The Company shall punctually pay and discharge all material taxes, assessments, and other governmental charges or levies imposed upon it or upon its income or upon any of its properties; provided, that no such taxes, assessments or other governmental charges need be paid if they are being contested in good faith by the Company.

8. Negative Covenants of the Company .

(a) Limitation on Dividends . The Company shall not declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company if the Company is not “well capitalized” for regulatory purposes immediately prior to the declaration of such dividend or distribution, except for dividends payable solely in shares of common stock of the Company.

(b) Merger or Sale of Assets . The Company shall not merge into another entity or convey, transfer or lease substantially all of its properties and assets to any person, unless:

(i) the continuing entity into which the Company is merged or the person which acquires by conveyance or transfer or which leases substantially all of the properties and assets of the Company shall be a corporation, association or other legal entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes the due and punctual payment of the principal of and any premium and interest on the Subordinated Notes according to their terms, and the due and punctual performance of all covenants and conditions hereof on the part of the Company to be performed or observed; and

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(ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing.

9. Global Subordinated Notes .

(a) Provided that applicable depository eligibility requirements are met, upon the written election of any Noteholder that is a Qualified Institutional Buyer, as defined in Rule 144A under the Securities Act, the Company shall use its commercially reasonable efforts to provide that the Subordinated Notes owned by Noteholders that are Qualified Institutional Buyers shall be issued in the form of one or more Global Subordinated Notes (each a “ Global Subordinated Note ”) registered in the name of The Depository Trust Company or another organization registered as a clearing agency under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and designated as Depositary by the Company or any successor thereto (the “ Depositary ”) or a nominee thereof and delivered to such Depositary or a nominee thereof.

(b) Notwithstanding any other provision herein, no Global Subordinated Note may be exchanged in whole or in part for Subordinated Notes registered, and no transfer of a Global Subordinated Note in whole or in part may be registered, in the name of any person other than the Depositary for such Global Subordinated Note or a nominee thereof unless (i) such Depositary advises the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Subordinated Note, and no qualified successor is appointed by the Company within 90 days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within 90 days after obtaining knowledge of such event, (iii) the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of this Section 9(b) above, the Company or its agent shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Subordinated Note of the occurrence of such event and of the availability of Subordinated Notes to such owners of beneficial interests requesting the same.

(c) If any Global Subordinated Note is to be exchanged for other Subordinated Notes or canceled in part, or if another Subordinated Note is to be exchanged in whole or in part for a beneficial interest in any Global Subordinated Note, then either (i) such Global Subordinated Note shall be so surrendered for exchange or cancellation as provided in this Section 9 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Subordinated Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Company or, if applicable, the Company’s registrar and transfer agent (“ Registrar ”), whereupon the Company or, if applicable, the Registrar, in accordance with the applicable rules and procedures of the Depositary (“ Applicable Depositary Procedures ”), shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Subordinated Note by the Depositary, accompanied by registration instructions, the Company shall execute and deliver any Subordinated Notes issuable in exchange for such Global Subordinated Note (or any portion thereof) in accordance with the instructions of the Depositary.

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(d) Every Subordinated Note executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Subordinated Note or any portion thereof shall be executed and delivered in the form of, and shall be, a Global Subordinated Note, unless such Subordinated Note is registered in the name of a person other than the Depositary for such Global Subordinated Note or a nominee thereof.

(e) The Depositary or its nominee, as the registered owner of a Global Subordinated Note, shall be the holder of such Global Subordinated Note for all purposes under this Subordinated Note, and owners of beneficial interests in a Global Subordinated Note shall hold such interests pursuant to Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Subordinated Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary participants. If applicable, the Registrar shall be entitled to deal with the Depositary for all purposes relating to a Global Subordinated Note (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole holder of the Subordinated Note and shall have no obligations to the owners of beneficial interests therein. The Registrar shall have no liability in respect of any transfers affected by the Depositary.

(f) The rights of owners of beneficial interests in a Global Subordinated Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its participants.

(g) No holder of any beneficial interest in any Global Subordinated Note held on its behalf by a Depositary shall have any rights with respect to such Global Subordinated Note, and such Depositary may be treated by the Company and any agent of the Company as the owner of such Global Subordinated Note for all purposes whatsoever. Neither the Company nor any agent of the Company will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Subordinated Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company or any agent of the Company from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as holder of any Subordinated Note.

(h) Company, within 30 calendar days after the receipt of written notice from the Noteholder or any other holder of the Subordinated Notes of the occurrence of an Event of Default with respect to this Note, shall mail to all the Noteholders, at their addresses shown on the Security Register (as defined in Section 14 below), such written notice of Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice as certified by Company in writing.

10. Denominations . The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

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11. Charges and Transfer Taxes . No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Noteholder requesting such transfer or exchange.

12. Payment Procedures . Payment of the principal and interest payable on the Stated Maturity will be made by check, or by wire transfer in immediately available funds to a bank account in the United States designated by the Noteholder of this Subordinated Note if such Noteholder shall have previously provided wire instructions to the Company, upon presentation and surrender of this Subordinated Note at the Payment Office (as defined in Section 21 below) or at such other place or places as the Company shall designate by notice to the Noteholders as the Payment Office, provided that this Subordinated Note is presented to the Company in time for the Company to make such payments in such funds in accordance with its normal procedures. Payments of interest (other than interest payable on the Stated Maturity) shall be made by wire transfer in immediately available funds or check mailed to the registered Noteholder of this Subordinated Note, as such person’s address appears on the Security Register (as defined below). Interest payable on any Interest Payment Date shall be payable to the Noteholder in whose name this Subordinated Note is registered at the close of business on the fifteenth calendar day prior to the applicable Interest Payment Date, without regard to whether such date is a Business Day (such date being referred to herein as the “ Regular Record Date ”), except that interest not paid on the Interest Payment Date, if any, will be paid to the Noteholder in whose name this Subordinated Note is registered at the close of business on a special record date fixed by the Company (a “ Special Record Date ”), notice of which shall be given to the Noteholder of this Subordinated Note not less than 10 calendar days prior to such Special Record Date. (The Regular Record Date and Special Record Date are referred to herein collectively as the “ Record Dates ”). To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Subordinated Note, on any amount of principal or interest on this Subordinated Note not paid when due. All payments on this Subordinated Note shall be applied first against interest due hereunder; and then against principal due hereunder. The Noteholder of this Subordinated Note acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Subordinated Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Subordinated Notes. In the event that the Noteholder of this Subordinated Note receives payments in excess of its pro rata share of the Company’s payments to the Noteholders of all of the Subordinated Notes, then the Noteholder of this Subordinated Note shall hold in trust all such excess payments for the benefit of the Noteholders of the other Subordinated Notes and shall pay such amounts held in trust to such other Noteholders upon demand by such Noteholders.

13. Form of Payment . Payments of principal and interest on this Subordinated Note shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

14. Registration of Transfer, Security Register . Except as otherwise provided herein, this Subordinated Note is transferable in whole or in part, and may be exchanged for a like aggregate principal amount of Subordinated Notes of other authorized denominations, by the

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holder of this Subordinated Note in person, or by his attorney duly authorized in writing, at the Payment Office. The Company shall maintain a register providing for the registration of the Subordinated Notes and any exchange or transfer thereof (the “ Security Register ”). Upon surrender or presentation of this Subordinated Note for exchange or registration of transfer, the Company shall execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal amount, each in a minimum denomination of $1,000 or any amount in excess thereof which is an integral multiple of $1,000 (and, in the absence of an opinion of counsel satisfactory to the Company to the contrary, bearing the restrictive legend(s) set forth hereinabove) and that is or are registered in such name or names requested by the Noteholder. Any Subordinated Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed and accompanied by a written instrument of transfer in such form as is attached hereto and incorporated herein, duly executed by the holder of this Subordinated Note or his attorney duly authorized in writing, with such tax identification number or other information for each person in whose name a Subordinated Note is to be issued, and accompanied by evidence of compliance with any restrictive legend(s) appearing on such Subordinated Note or Subordinated Notes as the Company may reasonably request to comply with applicable law. No exchange or registration of transfer of this Subordinated Note shall be made on or after (i) the fifteenth day immediately preceding the Stated Maturity or (ii) the due delivery of notice of redemption.

15. Priority . The Subordinated Notes rank pari passu among themselves and pari passu , in the event of any insolvency proceeding, dissolution, assignment for the benefit of creditors, reorganization, restructuring of debt, marshaling of assets and liabilities or similar proceeding or any liquidation or winding up of the Company, with all other present or future unsecured subordinated debt obligations of the Company, except any unsecured subordinated debt that, pursuant to its express terms, is senior or subordinate in right of payment to the Subordinated Notes.

16. Ownership . Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat the Noteholder in whose name this Subordinated Note is registered in the Security Register as the absolute owner of this Subordinated Note for receiving payments of principal and interest on this Subordinated Note and for all other purposes whatsoever, whether or not this Subordinated Note be overdue, and the Company shall not be affected by any notice to the contrary.

17. Waiver and Consent .

(a) Any consent or waiver given by the Noteholder of this Subordinated Note shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. Any holder of this Subordinated Note or which otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to repayment of the indebtedness evidenced thereby.

(b) No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the holders of not less than

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more than fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided , however , that without the consent of each Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note, (iv) change the currency in which payment of the obligations of Company under the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of the Subordinated Notes, (vi) make any changes to Section 6 (Failure to Make Payments) of the Subordinated Notes that adversely affects the rights of any Noteholder; or (vii) disproportionately affect any of the Noteholders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, Company may amend or supplement the Subordinated Notes without the consent of the Noteholders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Noteholder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by any Noteholder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Subordinated Note are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on Company in any case shall, in itself, entitle Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of Noteholders to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by Noteholders to or of any breach or default by Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of Company hereunder. Failure on the part of the Noteholders to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Noteholders of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by Company.

18. Absolute and Unconditional Obligation of the Company . No provisions of this Subordinated Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on this Subordinated Note at the times, places and rate, and in the coin or currency, herein prescribed.

19. No Sinking Fund; Convertibility . This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any subsidiary.

20. No Recourse Against Others . No recourse under or upon any obligation, covenant or agreement contained in this Subordinated Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present or future shareholder, employee, officer, or director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rate of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all

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such liability being expressly waived and released by the acceptance of this Subordinated Note by the holder of this Subordinated Note and as part of the consideration for the issuance of this Subordinated Note.

21. Notices . All notices to the Company under this Subordinated Note shall be in writing and addressed to the Company at 11325 Random Hills Road, Suite 240, Fairfax, Virginia 22030, Attention: Patricia A. Ferrick, Chief Financial Officer, or to such other address as the Company may notify to the Holder (the “ Payment Office ”). All notices to the Noteholders shall be in writing and sent by first-class mail to each Noteholder at his or its address as set forth in the Security Register.

22. Further Issues . The Company may, without the consent of the Noteholders of the Subordinated Notes, create and issue additional notes having the same terms and conditions of the Subordinated Notes (except for the Issue Date) so that such further notes shall be consolidated and form a single series with the Subordinated Notes.

23. Governing Law; Interpretation . THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF. THIS SUBORDINATED NOTE IS INTENDED TO MEET THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING PRINCIPAL AS TIER 2 CAPITAL UNDER THE REGULATORY GUIDELINES OF THE FEDERAL RESERVE, AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER TO SATISFY SUCH INTENT.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed and attested.

FVCBANKCORP, INC.

By:
	Name:	David W. Pijor
	Title:	President & Chief Executive Officer

ATTEST:



Name:	Patricia A. Ferrick
Title:	Secretary

[Signature Page to Subordinated Note]

ASSIGNMENT FORM

To assign this Subordinated Note, fill in the form below: (I) or (we) assign and transfer this Subordinated Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. No.)

and irrevocably appoint agent to transfer this Subordinated Note on the books of the Company. The agent may substitute another to act for him.

Date:			Your signature:
			(Sign exactly as your name appears on the face of this Subordinated Note)

			Tax Identification No:

Signature Guarantee:

(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)).

The undersigned certifies that it [is / is not] an Affiliate of the Company and that, to its knowledge, the proposed transferee [is / is not] an Affiliate of the Company.

In connection with any transfer or exchange of this Subordinated Note occurring prior to the date that is one year after the later of the date of original issuance of this Subordinated Note and the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company, the undersigned confirms that this Subordinated Note is being:

CHECK ONE BOX BELOW:

o (1) acquired for the undersigned’s own account, without transfer;

o (2) transferred to the Company;

o (3) transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);

o (4) transferred under an effective registration statement under the Securities Act;

o (5) transferred in accordance with and in compliance with Regulation S under the Securities Act;

o (6) transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished a signed letter containing certain representations and agreements; or

o (7) transferred in accordance with another available exemption from the registration requirements of the Securities Act.

Unless one of the boxes is checked, the Company will refuse to register this Subordinated Note in the name of any person other than the registered holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Company may require, prior to registering any such transfer of this Subordinated Note, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act such as the exemption provided by Rule 144 under such Act.

		Signature:

Signature Guarantee:

TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date:

Signature:

Exhibit 10.5

FVCBANKCORP, INC.

2008 STOCK PLAN

(As amended on June 20, 2018)

1. Purpose of the Plan. The purpose of this Amended and Restated FVCBankcorp, Inc. 2008 Stock Plan (formerly known as the 2008 Stock Option Plan and herein referred to as the “Plan”) is to advance the interests of the Company, by providing directors, organizing shareholders, and selected key employees of the Company and its Affiliates with the opportunity to acquire Shares. By encouraging stock ownership, the Company seeks to attract, retain and motivate the best available personnel for positions of substantial responsibility; to provide additional incentive to directors and key employees of the Company and its Affiliates to promote the success of the business as measured by the value of its Shares; and generally to increase the commonality of interests among directors, key employees, and other shareholders.

2. Definitions. In this Plan:

(a) “Affiliate” means any “parent corporation” or “subsidiary corporation” of the Company as such terms are defined in Section 424(e) and (f), respectively, of the Code.

(b) “Agreement” means a written agreement entered into in accordance with Section 5(c).

(c) “Awards” means, collectively Options, Restricted Stock and Restricted Stock Units, unless the context clearly indicates a different meaning.

(d) “Bank” means FVCbank.

(e) “Board” means the Board of Directors of the Company.

(f) “Company” means FVCBankcorp, Inc.

(g) “Change in Control” means any one of the following events occurring after the Effective Date: (1) except as provided in Section 10(c), any consolidation, merger, share exchange, or similar transaction relating to the Company, or pursuant to which shares of the Company’s capital stock are converted into cash, securities of another entity and/or other property, other than a transaction in which the holders of the Company’s voting stock immediately before such transaction shall, upon consummation of such transaction, own at least fifty percent (50%) of the voting power of the surviving entity, (2) any sale of all or substantially all of the assets of the Company, other than a transfer of assets to a related person which is not treated as a change in control event under §1.409A-3(i)(5)(vii)(B) of the US Treasury Regulations, (3) the exercise of a controlling influence over the management or policies of the Company by any person or by persons acting as a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934), or (4) where over a twelve month period, a majority of the members of the Board are replaced by directors whose appointment or election was not endorsed by a majority of the members of the Board in office prior to such appointment or election. For purposes of this subsection only, the term “person” refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The decision of the Committee as to whether a Change in Control has occurred shall be conclusive and binding. A Change in Control does not include acquisition of ownership or control of voting securities of the Company by an employee benefit plan sponsored by the Company or an Affiliate or; acquisition of voting securities by the Company through share repurchase or otherwise; or acquisition by an exchange of voting securities with a successor to the Company in a reorganization, such as a reincorporation, that does not have the purpose or effect of significantly changing voting power or control. The decision of the Committee as to whether a change in control has occurred is conclusive and binding, subject to the terms of the Plan.

(h) “Code” means the Internal Revenue Code of 1986, as amended to date or hereafter.

(i) “Committee” means the Committee appointed by the Board in accordance with Section 5(a) hereof.

(j) “Common Stock” means the common stock, par value $0.01 per share, of the Company.

(k) “Continuous Service” means the absence of any interruption or termination of service as an Employee or Director of the Company or an Affiliate. Continuous Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between payroll locations of the Company or between the Company, an Affiliate or a successor.

(l) “Director” means a member of the Board.

(m) “Effective Date” means the date specified in Section 14 hereof.

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(n) “Employee” means any person employed by the Company or by an Affiliate.

(o) “Exercise Price” means the price per Optioned Share at which an Option may be exercised.

(p) “Independent Director” means an independent director as defined for purposes other than audit committee service in the listing standards and regulations of The NASDAQ Stock Market, provided however, that (i) if the Company’s Common Stock is listed for trading on The NASDAQ Stock Market (including any level or submarket thereof), then Independent Directors means an independent director as defined for purposes of compensation committee service in the listing standards and regulations of The Nasdaq Stock Market; and (ii) if the Company’s Common Stock is primarily traded on a national securities exchange other than The NASDAQ Stock Market (including any level or submarket thereof), then the listing standards and regulations of such other national securities exchange. Not in limitation of the foregoing, all Independent Directors must be Non-Employee Directors.

(q) “ISO” means an option to purchase Common Stock that meets the requirements set forth in the Plan, and which is intended to be and is identified as an “incentive stock option” within the meaning of Section 422 of the Code.

(r) “Just Cause” has the meaning set forth for “cause,” “just cause” or similar phrase, in any unexpired employment or severance agreement between the Participant and the Company and/or any Affiliate, or, in the absence of any such agreement, means termination because of (in the Board’s sole discretion) the Participant’s personal dishonesty, moral turpitude, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than misdemeanor traffic violations or similar offenses) or final cease-and-desist order.

(s) “Market Value” means the fair market value of the Common Stock, as determined under Section 7(b) hereof.

(t) “Non-Employee Director” means any member of the Board who, at the time discretion under the Plan is exercised, is a “Non-Employee Director” within the meaning of Rule 16b-3.

(u) “Non-ISO” means an option to purchase Common Stock that meets the requirements set forth in the Plan but which is not intended to be, and is not identified as, an ISO.

(v) “Option” means an ISO or Non-ISO.

(w) “Optioned Shares” means Shares subject to an Option or Award of Restricted Stock or Restricted Stock Units granted pursuant to this Plan.

(x) “Organizing Shareholders” means those individuals who provided at risk funds for the organizational expenses of the Company during the period prior to the Company receiving authorization to conduct business as a bank.

(y) “Outstanding Shares” means the total shares of Common Stock which have been issued and which (a) are not held as treasury shares, and (b) have not been cancelled or retired by the Company.

(z) “Participant” means any person who receives an Award pursuant to the Plan.

(aa) “Performance Based Award” means an Award, the vesting, exercise or retention of which is subject to or based upon Performance Based Conditions.

(bb) “Performance Based Conditions” means the specific corporate, divisional, or individual performance or achievement standards or goals set forth in an Agreement.

(cc) “Permanent and Total Disability” mean “permanent and total disability” as defined in Section 22(e)(3) of the Code.

(dd) “Plan” means the FVCBankcorp, Inc. Amended and Restated 2008 Stock Plan.

(ee) “Restricted Stock” means Common Stock that is subject to forfeiture, restrictions against transfer, specific Performance Based Conditions, or other conditions or restrictions set forth in an Agreement.

(ff) “Restricted Stock Unit” means an Award of the right to receive Shares of Common Stock, the grant, issuance or vesting of which is subject to such conditions or restrictions, as set forth in an Agreement.

(gg) “Rule 16b-3” means Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

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(hh) “Share” means one share of Common Stock.

(ii) “Transaction” means: (i) the liquidation or dissolution of the Company; (ii) a merger, consolidation, share exchange or similar transaction in which the Company is not the surviving entity; or (iii) the sale or disposition of all or substantially all of the Company’s assets.

3. Term of the Plan and Options.

(a) Term of the Plan. The Plan shall continue in effect until June 20, 2028, unless sooner terminated pursuant to Section 17. No Award may be granted under the Plan after such date.

(b) Term of Options. The Committee shall establish the term of each Option granted under the Plan. No Option may have a term that exceeds 10 years. No ISO granted to an Employee who owns Shares representing more than 10% of the outstanding shares of Common Stock at the time an ISO is granted may have a term that exceeds five years.

4. Shares Subject to the Plan. Except as otherwise required by the provisions of Section 11, the aggregate number of Shares that may be delivered upon the exercise or vesting of Awards shall be 2,879,296. Optioned Shares may either be authorized but unissued Shares or Shares held in treasury to the extent allowed by Virginia law. If Awards should expire, become unexercisable or be forfeited for any reason without having been exercised or become vested in full, the Optioned Shares shall be available for the grant of additional Awards under the Plan, unless the Plan shall have been terminated.

5. Administration of the Plan.

(a) Composition of the Committee. The Plan shall be administered by the Committee, which shall consist of not less than three (3) members of the Board. In the absence at any time of a duly appointed Committee, the Plan shall be administered by the Board. Notwithstanding the foregoing, at any time when any class of security of Bank is traded on any national securities exchange or on the automated inter-dealer quotation system of national securities association, or the Company is otherwise subject to listing requirements comparable to those provided in Rule 10A-3 under the Securities Exchange Act of 1934, then: (i) all members of the Committee shall be Independent Directors; and (ii) In the absence at any time of a duly appointed Committee, the Plan shall be administered by the members of the Board who are Independent Directors. The members of the Committee shall serve at the pleasure of the Board.

(b) Powers of the Committee. Except as limited by the express provisions of the Plan or by resolutions adopted by the Board, the Committee shall have sole and complete authority and discretion: (i) to select Participants and grant Awards; (ii) to determine the form and content of Awards to be issued in the form of Agreements under the Plan, including but not limited to Performance Based Conditions of Performance Based Awards, which need not be identical among Participants granted Awards at the same time; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; and (v) to make other determinations necessary or advisable for the administration of the Plan. The Committee shall have and may exercise such other power and authority as may be delegated to it by the Board from time to time. A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee without a meeting, shall be deemed the action of the Committee.

(c) Agreement. Each Award shall be evidenced by a written agreement containing such provisions as may be approved by the Committee. Each such Agreement shall constitute a binding contract between the Company and the Participant, and every Participant, upon acceptance of such Agreement, shall be bound by the terms and restrictions of the Plan and of such Agreement. The terms of each such Agreement shall be in accordance with the Plan, but each Agreement may include such additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular, the Committee shall set forth in each Agreement: (i) the Exercise Price of an Option; (ii) the number of Shares subject to, and the expiration date of, the Option; (iii) the Restriction Period of an Award of Restricted Stock or Restricted Stock Units; (iv) the amount, if any, payable for the receipt or vesting of Shares of Restricted Stock or Shares subject to Restricted Stock Units; (v) the manner, time and rate (cumulative or otherwise) of exercise or vesting of such Award; and (vi) the restrictions, if any, to be placed upon such Award, or upon Shares which may be issued upon exercise or vesting of such Award. The Chairman of the Committee and such other officers as shall be designated by the Committee are hereby authorized to execute Agreements on behalf of the Company and to cause them to be delivered to the recipients of Awards.

(d) Effect of the Committee’s Decisions. All decisions, determinations, and interpretations of the Committee shall be final and conclusive on all persons affected thereby. The Committee’s determination whether a

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Participant’s Continuous Service has ceased, the effective date thereof, and whether a Performance Based Condition shall have been met in the event of the death or Permanent and Total Disability shall be final and conclusive on all persons affected thereby.

(e) Indemnification. In addition to such other rights of indemnification as they may have, the members of the Committee shall be indemnified by the Company in connection with any claim, action, suit or proceeding relating to any action taken or failure to act under or in connection with the Plan or any Award, granted hereunder, to the full extent provided for under the Company’s Articles of Incorporation or Bylaws with respect to the indemnification of Directors.

6. Grant of Options.

(a) General Rule. The Committee, in its sole discretion, may grant ISOs or Non-ISOs to Employees of the Company or its Affiliates and may grant Non-ISOs to Directors, directors of Affiliates, and to Organizing Shareholders. Notwithstanding the forgoing, the Committee shall not grant any individual Organizing Shareholder, in such person’s capacity as such, Options to purchase more than 3,000 Shares. Nothing herein shall limit the ability of a Director or Employee who is also an Organizing Shareholder to receive grants of Options in their capacity as a Director or Employee.

(b) Special Rules for ISOs. The aggregate Market Value, as of the date the Option is granted, of the Shares with respect to which ISOs are exercisable for the first time by an Employee during any calendar year (under all incentive stock option plans, as defined in Section 422 of the Code, of the Company or any present or future “parent” or “subsidiary” of the Company) shall not exceed $100,000. Notwithstanding the prior provisions of this section, the Committee may grant Options in excess of the foregoing limitations, in which case such Options granted in excess of such limitation shall be Options which are Non-ISOs.

7. E xercise Price for Options.

(a) Limits on Committee Discretion. The Exercise Price as to any particular Option granted under the Plan shall not be less than the Market Value of the Optioned Shares on the date of grant. In the case of an Employee who owns Shares representing more than 10% of the Company’s Outstanding Shares of Common Stock at the time an ISO is granted, the Exercise Price shall not be less than 110% of the Market Value of the Optioned Shares at the time the ISO is granted.

(b) Standards for Determining Exercise Price. If the Common Stock is listed on a national securities exchange (including The NASDAQ Stock Market) on the date in question (or if the date in question is not a trading day on the first trading day thereafter), then the Market Value per Share shall be not less than the last reported selling price on such exchange on such date, or if there were no sales on such date, then the Exercise Price shall be not less than the mean between the closing bid and asked prices on such date. If the Common Stock is traded otherwise than on a national securities exchange on the date in question, then the Market Value per Share shall be not less than the mean between the closing bid and asked price on such date (or if the date in question is not a trading day on the first trading day thereafter). If no such bid and asked price is available, then the Market Value per Share shall be its fair market value as determined by the Committee, in its sole and absolute discretion in a manner consistent with the rules prescribed under Section 422 of the Code. Notwithstanding the forgoing, the Company shall not grant any Option having an exercise price less than 100% of the book value per share of the Common Stock as shown by the Company’s most recent published statement prior to the grant of the Option. The foregoing sentence shall not apply to a holding company for the Company as contemplated by Section 10(c) hereof.

8. Exercise of Options.

(a) Generally . Any Option shall be exercisable at such times and under such conditions as shall be permissible under the terms of the Plan and of the Agreement. An Option may not be exercised for a fractional Share. In the event that any adjustment of an Option pursuant to Section 11 or otherwise would result in an Optionee being entitled to exercise for a fractional Share, then upon such adjustment, the number of Shares which may be acquired upon exercise of such Option shall be rounded down to the next whole share, and the Optionee shall not be entitled to any payment, compensation or alternative Award in lieu thereof.

(b) Procedure for Exercise. A Participant may exercise Options, subject to provisions relative to its termination and limitations on its exercise, only by: (1) written notice of intent to exercise the Option with respect to a specified number of Shares; and (2) payment to the Company (contemporaneously with delivery of such notice) in cash, of the amount of the Exercise Price for the number of Shares with respect to which the Option is then being exercised.

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Each such notice (and payment where required) shall be delivered, or mailed by prepaid registered or certified mail, addressed to the Treasurer of the Company at the Company’s executive offices. In connection with the exercise of Options, a Participant shall also deliver to the Company, in accordance with the provisions of Section 19 hereof, an amount sufficient to satisfy all applicable federal, state and local income and employment tax withholding obligations.

(c) Period of Exercisability-ISOs. An ISO may be exercised by a Participant only while the Participant is an Employee and has maintained Continuous Service from the date of the grant of the ISO, or within three months after termination of such Continuous Service (but not later than the date on which the Option would otherwise expire), except if the Employee’s Continuous Service terminates by reason of —

(1) Just Cause, in which case the Participant’s rights to exercise such ISO shall expire on the date of such termination;

(2) death, in which case, to the extent that the Participant would have been entitled to exercise the ISO immediately prior to his death, such ISO of the deceased Participant may be exercised within two years from the date of his death (but not later than the date on which the Option would otherwise expire) by the personal representatives of his estate or person or persons to whom his rights under such ISO shall have passed by will or by laws of descent and distribution;

(3) Permanent and Total Disability, in which case, to the extent that the Participant would have been entitled to exercise the ISO immediately prior to his termination of service as a result of Permanent and Total Disability, such ISO may be exercised within one year from the date of such termination of service as a result of Permanent and Total Disability, but not later than the date on which the ISO would otherwise expire.

(d) Period of Exercisability-Non-ISOs. (1) A Non-ISO granted on or prior to June 30, 2011 (other than a Non-ISO granted to an Organizing Shareholder in his capacity as such) may be exercised by a Participant only while the Participant is an Employee or Director and has maintained Continuous Service from the date of the grant of the Non-ISO, or within three months after termination of such Continuous Service in the case of an Employee who is not a Director, or one year after termination of Continuous Service in the case of a Director (and in any case not later than the date on which the Option would otherwise expire), except if the Continuous Service terminates by reason of —

(i) Just Cause, in which case the Participant’s rights to exercise such Non-ISO shall expire on the date of such termination;

(ii) death, in which case, to the extent that the Participant would have been entitled to exercise the Non-ISO immediately prior to his death, such Non-ISO of the deceased Participant may be exercised during the normal term of the Option by the personal representatives of his estate or person or persons to whom his rights under such Non-ISO shall have passed by will or by laws of descent and distribution;

(iii) Permanent and Total Disability, in which case, to the extent that the Participant would have been entitled to exercise the Non-ISO immediately prior to his termination of service as a result of Permanent and Total Disability, such Non-ISO may be exercised during the normal term of the Option.

(2) A Non-ISO granted on or after July 1, 2011 may be exercised by a Participant or his personal representative during the normal term of the Option, or such shorter period as may be set forth in the Agreement relating to such Non-ISO, except that if the Continuous Service of such Participant terminates by reason of Just Cause, the Participant’s rights to exercise such Non-ISO shall expire on the date of such termination.

(3) A Non-ISO granted to an Organizing Shareholder in his capacity as such may be exercised by the Organizing Shareholder or his personal representative during the normal term of the Option.

(e) Exercisability at Death or Permanent and Total Disability. Notwithstanding the provisions of any Option that provides for its exercise in installments as designated by the Committee, such Option shall become immediately exercisable upon the Participant’s death or termination of service as a result of Permanent and Total Disability.

(f) Effect of the Committee’s Decisions . The Committee’s determination whether a Participant’s Continuous Service has ceased, and the effective date thereof shall be final and conclusive on all persons affected thereby.

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9. Restricted Stock and Restricted Stock Units.

The Committee, in its sole discretion, may grant Awards of Restricted Stock or Restricted Stock Units to Directors or Employees of the Company or an Affiliate. Any Share of Restricted Stock or Restricted Stock Unit which is the subject of an Award shall be subject to the following terms and conditions, and otherwise to such other terms and conditions as are either applicable generally to Awards, or prescribed by the Committee in the applicable Agreement.

(a) Restriction Period. At the time of each Award of Restricted Stock or a Restricted Stock Unit, there shall be established a restriction period (the “Restriction Period”). Such Restriction Period may differ among Participants and may have different expiration dates with respect to portions of the Shares covered by the same Award. In no event: (i) may the Performance Based Condition measurement date for a Performance Based Award be less than one year from the date of grant; or (ii) may the Restriction Period for any other Award of Restricted Stock or Restricted Stock Unit be less than three years, provided that restrictions may terminate ratably over the vesting period.

(b) Vesting Restrictions. The Committee shall determine the conditions and restrictions applicable to the Award, including, but not limited to, requirements of Continuous Service for a specified term, or, for Performance Based Awards of Restricted Stock or Restricted Stock Units, the attainment of Performance Based Conditions, which condition and restrictions may differ with respect to each Participant granted an Award at the same time. The Agreement shall provide for forfeiture of Shares covered thereby if the specified conditions and restrictions are not met during the Restriction Period. Awards of Restricted Stock may provide for the issue of Shares upon grant, subject to forfeiture if the specified conditions and restrictions are not met. Restricted Stock Units shall provide for the issuance of Shares only upon the achievement of the conditions and restrictions at the end of the Restriction Period or upon the achievement of the Performance Based Conditions, subject to earlier vesting as provided herein.

(c) Vesting upon Death or Permanent and Total Disability. The Committee shall set forth in the Agreement the percentage of an Award, if any, which shall vest in the Participant in the event of death, or Permanent and Total Disability prior to the expiration of the Restriction Period or the satisfaction of the conditions and restrictions applicable to an Award.

(d) Acceleration of Vesting . Notwithstanding the Restriction Period and the conditions or restrictions imposed on an Award of Restricted Stock or Restricted Stock Units, as set forth in any Agreement, the Committee may shorten the Restriction Period or waive any conditions or restrictions, if the Committee concludes that it is in the best interests of the Company to do so, provided that any such actions not done in connection with a Change in Control or the death, Permanent and Total Disability, or termination of employment of a Participant shall not be effective unless specifically approved or ratified by the affirmative votes of the holders of a majority of the Common Stock present or represented and entitled to vote at a meeting duly held on date no later than the next annual meeting of shareholders.

(e) Ownership; Voting . Where stock certificates are issued in respect of Awards of Restricted Stock, which are subject to forfeiture if the conditions or restrictions are not satisfied, such certificates shall be registered in the name of the Participant, whereupon the Participant shall become a shareholder of the Company with respect to such Restricted Stock and shall, to the extent not inconsistent with express provisions of the Plan, have all the rights of a shareholder, including but not limited to the right to vote and to receive all dividends paid on such Shares, and the certificates shall be deposited with the Company or its designee, together with a stock power endorsed in blank, and the following legend shall be placed upon such certificates reflecting that the shares represented thereby are subject to restrictions against transfer and forfeiture:

“The transferability of this certificate and the shares of stock represented thereby are subject to the terms and conditions (including forfeiture) contained in the FVCBankcorp, Inc. Amended and Restated 2008 Stock Plan, and an agreement entered into between the registered owner and FVCBankcorp, Inc.. Copies of such Plan and Agreement are on file in the offices of the Secretary of FVCBankcorp, Inc..”

Where an Award of Restricted Stock is subject to issuance upon the achievement of Performance Based Award standards or goals or other conditions, no certificates shall be issued until satisfaction of such conditions.

(f) Lapse of Restrictions . At the expiration of the Restriction Period applicable to the Restricted Stock, or upon the satisfaction of conditions to receipt of the Shares subject to Restricted Stock Units, as applicable, the Company shall deliver to the Participant, or the legal representative of the Participant’s estate, or if the personal representative of the Participant’s estate shall have assigned the estate’s interest in the Restricted Stock or Restricted

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Stock Units, to the person or persons to whom his rights under such Restricted Stock or Restricted Stock Units shall have passed by assignment pursuant to his will or to the laws of descent and distribution, the stock certificates deposited with it or its designee, or if no such certificates have been issued and deposited stock certificates reflecting the Shares, as to which the Restriction Period has expired and the requirements of the restrictions have been met. If a legend has been placed on such certificates, the Company shall cause such certificates to be reissued without the legend.

(g) Forfeiture of Restricted Stock. Any Shares of Restricted Stock which are not vested in the Participant or for which the restrictions have not been satisfied during the Restriction Period shall be forfeited and cancelled without compensation, and shall thereafter not be considered to be Outstanding Shares.

10. Conditions Upon Issuance of Shares.

(a) Compliance with Securities Laws. Shares of Common Stock shall not be issued with respect to any Award unless the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange upon which the Shares may then be listed. The Plan is intended to comply with Rule 16b-3, and any provision of the Plan that the Committee determines in its sole and absolute discretion to be inconsistent with said Rule shall, to the extent of such inconsistency, be inoperative and null and void, and shall not affect the validity of the remaining provisions of the Plan.

(b) Special Circumstances. The inability of the Company to obtain approval from any regulatory body or authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the non-issuance or sale of such Shares. As a condition to the grant or exercise of an Award, the Company may require the Participant (or permitted successor) to make such representations and warranties as the Committee determines may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law.

(c) Committee Discretion. The Committee shall have the discretionary authority to impose in Agreements such restrictions on Shares as it may deem appropriate or desirable, including but not limited to the authority to impose a right of first refusal, to establish repurchase rights or both of these restrictions, or to provide for the mandatory exercise or forfeiture of any outstanding Options in the event that the Company’s primary federal regulator directs the Company to so require if the Company does not meet minimum regulatory capital requirements.

(d) Construction; Compliance with 409A, Delay in Payment. It is intended and anticipated that this Plan and Awards hereunder shall not be subject to, or shall be in accordance with, 409A of the Code and the regulations and administrative guidance promulgated thereunder (“Section 409A”), and thus avoid the imposition of any excise tax and interest on Participants pursuant to Section 409A(a)(1)(B) of the Code, as a result of the grant, award, exercise, vesting or lapse of restrictions of any Award, and this Plan shall be interpreted and construed consistent with this intent. Notwithstanding anything to the contrary contained herein, any Award or vesting, issuance or payment of an Award hereunder or any Agreement that is considered “nonqualified deferred compensation” that is to be made to a Participant while such Participant is a “specified employee,” in each case as defined and determined for purposes of Section 409A, within six months following such Participant’s “separation from service” (as determined in accordance with Section 409A), then to the extent that such Award, vesting, issuance or payment of an Award is not otherwise permitted under Section 409A such that it would be exempt from the excise tax thereunder, such Award, vesting, issuance or payment of an Award shall be delayed and shall be effected on the first business day of the seventh calendar month following the Participant’s separation from service, or, if earlier upon Participant’s death. Notwithstanding anything to the contrary contained herein, the Company shall have no liability whatsoever to any Participant or any other person in the event that any Award vesting, issuance or payment of an Award is determined to be subject to, and is not in compliance with, Section 409A.

11. Effect of Changes in Control and Changes in Common Stock Subject to the Plan.

(a) Effects of Change in Control.

(1) Notwithstanding the provisions of any Award that provides for its exercise or vesting in installments, all Awards shall be immediately exercisable and fully vested upon a Change in Control.

(2) At the time of a Change in Control which does not constitute a Transaction, any or all outstanding Options may, in the discretion of the Board and without the individual consent of a Participant,

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be cancelled, in exchange for which cancellation the Participant shall receive a cash payment in an amount equal to the excess of the Market Value at the time of the Change in Control of the Shares subject to such Option over the Exercise Price of such Options, provided that in no event may an Option be cancelled in exchange for cash within the six-month period following the date of its grant.

(3) In the event there is a Transaction, all outstanding Awards shall be surrendered. With respect to each Award so surrendered, the Board of Directors shall in its sole and absolute discretion determine whether the holder of each Award so surrendered shall receive—

(A) for each Share then subject to an outstanding Award, an Award for the number and kind of shares (or amount of cash or other property, or combination thereof) into which each Outstanding Share (other than Shares held by dissenting shareholders) is changed or exchanged, together with an appropriate adjustment to the Exercise Price in the case of an Option, or other amount, if any, payable in the event of an Award of Restricted Stock or Shares subject to a Restricted Stock Unit; or

(B) the number and kind of shares (or amount cash or other property, or combination thereof) into which each Outstanding Share (other than Shares held by dissenting shareholders) is changed or exchanged in the Transaction that are equal in market value to the excess of the Market Value on the date of the Transaction of the Shares subject to the Award, over the Exercise Price of the Option, or other amount, if any, payable in the event of an Award of Restricted Stock or Shares subject to a Restricted Stock Unit; or

(C) a cash payment (from the Company or the successor corporation), in an amount equal to the excess of the Market Value on the date of the Transaction of the Shares subject to the Award, over the Exercise Price of the Option, or other amount, if any, payable in the event of an Award of Restricted Stock or Shares subject to a Restricted Stock Unit.

(b) Recapitalizations; Stock Splits, Etc. The number and kind of shares reserved for issuance under the Plan, and the number and kind of shares subject to outstanding Awards and the Exercise Price of Options or the amount, if any, payable in respect of an Award of Shares of Restricted Stock or Restricted Stock Units, shall be proportionately adjusted for any increase, decrease, change or exchange of Shares for a different number or kind of shares or other securities of the Company which results from a merger, consolidation, recapitalization, reorganization, reclassification, stock dividend, split-up, combination of shares, or similar event in which the number or kind of shares is changed without the receipt or payment of consideration by the Company. In the event that any such adjustment would result in a Participant being entitled to exercise for or receive a fractional Share, then upon such adjustment, the number of Shares which may be acquired upon exercise or vesting of such Award shall be rounded down to the next whole share, and such fraction cancelled, and the Participant shall not be entitled to any payment, compensation or alternative award in lieu thereof.

(c) Special Rule for ISOs. Any adjustment made pursuant to subsections (a)(3)(A) or (b) of this section shall be made in such a manner as not to constitute a modification, within the meaning of Section 424(h) of the Code, of outstanding ISOs.

(d) Conditions and Restrictions on New, Additional, or Different Shares or Securities. If, by reason of any adjustment made pursuant to this Section, a Participant becomes entitled to new, additional, or different shares of stock or securities, such new, additional, or different shares of stock or securities shall thereupon be subject to all of the conditions and restrictions which were applicable to the Shares issued pursuant to the Award before the adjustment was made.

(e) Other Issuances. Except as expressly provided in this Section, the issuance by the Company or an Affiliate of shares of stock of any class, or of securities convertible into Shares or stock of another class, for cash or property or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, shall not affect, and no adjustment shall be made with respect to, the number, class, Exercise Price, in the case of Options, or other amount, if any, payable in the case of an Award of Restricted Stock or Shares subject to a Restricted Stock Unit, then subject to Awards or reserved for issuance under the Plan.

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12. Non-Transferability of Awards.

(a) ISOs, and prior to their vesting, Restricted Stock and Restricted Stock Units, may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution.

(b) Non-ISO’s may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution, pursuant to the terms of a “qualified domestic relations order” (within the meaning of Section 414(p) of the Code and the regulations and rulings thereunder), or, in the sole discretion of the Committee, in connection with a transfer for estate or retirement planning purposes to a trust established for such purposes.

13. Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the later of the date on which the Committee makes the determination of granting such Award (or the later date indicated in the Committee’s action making the award) and the Effective Date. Notice of the determination shall be given to each Participant to whom an Award is so granted within a reasonably prompt period after the date of such grant.

14. Effective Date. The Plan shall be effective as of June 26, 2008, the date on which the Plan was initially approved by the shareholders of the Company.

15. Approval by Stockholders. The Plan shall be approved by shareholders of the Company within twelve (12) months of the date on which this Plan is approved by the Board.

16. Modification of Awards. At any time, and from time to time, the Board may authorize the Committee to direct execution of an instrument providing for the modification of any outstanding Award, provided no such modification shall confer on the holder of said Award any right or benefit which could not be conferred on him by the grant of a new Award at such time, or impair the Award without the consent of the holder of the Award. Regardless of any other provision of this Plan or an Agreement, neither the Board or the Committee may reprice (as defined under rules of the New York Stock Exchange or The NASDAQ Stock Market) any Award unless the repricing is approved in advance by the shareholders of the Company.

17. Amendment and Termination of the Plan. The Board may from time to time amend the terms of the Plan and, with respect to any Shares at the time not subject to Awards, suspend or terminate the Plan; provided that shareholder approval shall be required to increase the number of Shares subject to the Plan provided in Section 4 or to extend the term of the Plan, or to make any other change which may be required under the listing requirements of any national securities exchange upon which the Company’s common stock is listed. No amendment, suspension, or termination of the Plan shall, without the consent of any affected holders of an Award, alter or impair any rights or obligations under any Award theretofore granted.

18. Reservation of Shares. The Company, during the term of the Plan, will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan.

19 . Withholding Tax. The Company’s obligation to deliver Shares upon exercise or vesting of Awards (or such earlier time that the Participant makes an election under Section 83(b) of the Code) shall be subject to the Participant’s satisfaction of all applicable federal, state and local income and employment tax withholding obligations. The Committee, in its discretion, may permit the Participant to satisfy the obligation, in whole or in part, by irrevocably electing to have the Company withhold Shares, or to deliver to the Company Shares that he already owns, having a value equal to the amount required to be withheld. The value of Shares to be withheld, or delivered to the Company, shall be based on the Market Value of the Shares on the date the amount of tax to be withheld is to be determined. As an alternative, the Company may retain, or sell without notice, a number of such Shares sufficient to cover the amount required to be withheld.

20. No Employment or Other Rights. In no event shall a Director’s or Employee’s eligibility to participate or participation in the Plan create or be deemed to create any legal or equitable right of the Director or Employee or any other party to continue service with the Company or any Affiliate of such corporations. No Director or Employee shall have a right to be granted an Award or, having received an Award, the right to be granted an additional Award.

21. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, except to the extent that federal law shall be deemed to apply.

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Exhibit 10.6

1 ST COMMONWEALTH BANK OF VIRGINIA

2009 STOCK INCENTIVE PLAN

ARTICLE I

ESTABLISHMENT OF THE PLAN

1 st Commonwealth Bank of Virginia, a federally chartered saving bank (the “Bank”), hereby establishes this 2009 Stock Incentive Plan (the “Plan”) upon the terms and conditions hereinafter stated.

ARTICLE II

PURPOSE OF THE PLAN

The purpose of this Plan is to aid the Bank in attracting and retaining capable Employees and Non-Employee Directors and to improve the growth and profitability of the Bank and its Subsidiary Companies by providing Employees and Non-Employee Directors with a proprietary interest in the Bank as an incentive to contribute to the success of the Bank and its Subsidiary Companies, and rewarding Employees for outstanding performance and the attainment of targeted goals. All Incentive Stock Options issued under this Plan are intended to comply with the requirements of Section 422 of the Code and the regulations thereunder, and all provisions hereunder shall be read, interpreted and applied with that purpose in mind.

ARTICLE III
DEFINITIONS

3.01 “Award” means an Option or Share Award granted pursuant to the terms of this Plan.

3.02 “Beneficiary” means the person or persons designated by a Recipient or an Optionee to receive any benefits payable under the Plan in the event of such Recipient’s or Optionee’s death. Such person or persons shall be designated in writing on forms provided for this purpose by the Committee and may be changed from time to time by similar written notice to the Committee. In the absence of a written designation, the Beneficiary shall be the Recipient’s or Optionee’s surviving spouse, if any, or if none, his estate.

3.03 “Board” means the Board of Directors of the Bank.

3.04 “Change in Control of the Bank” shall mean a change in the ownership of the Bank, a change in the effective control of the Bank or a change in the ownership of a substantial portion of the assets of the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder.

3.05 “Code” means the Internal Revenue Code of 1986, as amended.

3.06 “Committee” means a committee of two or more directors appointed by the Board pursuant to Article IV hereof.

3.07 “Common Stock” means shares of the common stock, $0.01 par value per share, of the Bank,

3.08 “Disability” means an Optionee or Recipient: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be xpected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank.

3.09 “Effective Date” means the day upon which the Board approves this Plan.

3.10 “Employee” means any person who is employed by the Bank or a Subsidiary Company, or is an Officer of the Bank or a Subsidiary Company, but not including directors who are not also Officers of or otherwise employed by the Bank or a Subsidiary Company.

3.11 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

3.12 “Exercise Price” means the price at which a share of Common Stock may be purchased by an Optionee pursuant to an Option.

3.13 “Fair Market Value” shall be equal to the fair market value per share of the Bank’s Common Stock on the date an Option is granted (disregarding lapse restrictions as defined in Treasury Regulation § 1.83-3(i)) as determined by the Committee, provided that the Fair Market Value is determined in a manner consistent with Sections 409A and 422 of the Code, including the regulations promulgated under such sections. For so long as the Common Stock is not readily tradable on an established securities market for purposes of Section 409A of the Code, then the Fair Market Value shall be determined by means of a reasonable valuation method that takes into consideration all available information material to the value of the Bank and that otherwise satisfies the requirements applicable under Section 409A of the Code and the regulations thereunder.

3.14 “Incentive Stock Option” means any Option granted under this Plan which the Board intends (at the time it is granted) to be an incentive stock option within the meaning of Section 422 of the Code or any successor thereto.

3.15 “Independent Director” means a member of the Board of the Bank who qualifies as (i) an independent director as defined in the listing requirements of the NASDAQ Stock Market regardless of whether the Common Stock is listed on the NASDAQ Stock Market, and (ii) an outside director for purposes of Section 162(m) of the Code and the regulations thereunder.

3.16 “Non-Employee Director” means a member of the Board of the Bank, including an advisory director or a director emeritus of the Board of the Bank, who is not an Officer or Employee of the Bank or any Subsidiary Company.

3.17 “Non-Qualified Option” means any Option granted under this Plan which is not an Incentive Stock Option.

3.18 “Officer” means an Employee whose position in the Bank or Subsidiary Company is that of a corporate officer, as determined by the Board.

3.19 “Option” means a right granted under this Plan to purchase Common Stock.

3.20 “Optionee” means an Employee or Non-Employee Director or former Employee or Non-Employee Director to whom an Option is granted under the Plan.

3.21 “OTS” means the Office of Thrift Supervision, the Bank’s primary federal regulator.

3.22 “Performance Share Award” means a Share Award granted to a Recipient pursuant to Section 9.06 of the Plan.

3.23 “Performance Goal” means an objective for the Bank or any Subsidiary Company or any unit thereof or any Employee of the foregoing that may be established by the Committee for a Performance Share Award to become vested, earned or exercisable. The establishment of Performance Goals shall be based on one or more of the following criteria:

(i)	net income, as adjusted for non-recurring items;
(ii)	cash earnings;

(iii)	earnings per share;
(iv)	cash earnings per share;
(v)	return on average equity;
(vi)	return on average assets;
(vii)	assets;
(viii)	stock price;
(ix)	total stockholder return;
(x)	capital;
(xi)	net interest income;
(xii)	market share;
(xiii)	cost control or efficiency ratio; and
(xiv)	asset growth.

3.24 “Recipient” means an Employee who receives a Share Award or Performance Share Award under the Plan.

3.25 “Share Award” means a right granted under this Plan to receive a distribution of shares of Common Stock upon completion of the service and other requirements described in Article IX and includes Performance Share Awards.

3.26 “Subsidiary Company” means a subsidiary of the Bank which meets the definition of “subsidiary corporation” set forth in Section 424(f) of the Code, at the time of granting of the Option in question.

ARTICLE IV

ADMINISTRATION OF THE PLAN

4.01 Duties of the Committee. The Plan shall be administered and interpreted by the Committee, as appointed from time to time by the Board pursuant to Section 4.02. The Committee shall have the authority to adopt, amend and rescind such rules, regulations and procedures as, in its opinion, may be advisable in the administration of the Plan, including, without limitation, rules, regulations and procedures which (i) deal with satisfaction of an Optionee’s tax withholding obligation pursuant to Article XIII hereof, (ii) include arrangements to facilitate the Optionee’s ability to borrow funds for payment of the exercise or purchase price of an Option, if applicable, from securities brokers and dealers, and (iii) include arrangements which provide for the payment of some or all of such exercise or purchase price by delivery of previously-owned shares of Common Stock or other property and/or by withholding some of the shares of Common Stock which are being acquired. The interpretation and construction by the Committee of any provisions of the Plan, any rule, regulation or procedure adopted by it pursuant thereto or of any Award shall be final and binding in the absence of action by the Board.

4.02 Appointment and Operation of the Committee. The members of the Committee shall be appointed by, and will serve at the pleasure of, the Board. The Board from time to time may remove members from, or add members to, the Committee, provided the Committee shall continue to consist of two or more members of the Board, each of whom shall be (i) a Non-Employee Director and (ii) an Independent Director. The Committee shall act by vote or written consent of a majority of its members. Subject to the express provisions and limitations of the Plan, the Committee may adopt such rules, regulations and procedures as it deems appropriate for the conduct of its affairs. It may appoint one of its members to be chairman and any person, whether or not a member, to be its secretary or agent. The Committee shall report its actions and decisions to the Board at appropriate times but in no event less than one time per calendar year.

4.03 Revocation for Misconduct. The Board or the Committee may by resolution immediately revoke, rescind and terminate any Award, or portion thereof, to the extent not yet vested or exercised, previously granted or awarded under this Plan to an Employee who is discharged from the employ of the Bank or a Subsidiary Company for cause, which, for purposes hereof, shall mean termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or

final cease-and-desist order. Options granted to a Non-Employee Director who is removed for cause pursuant to the Bank’s Charter and Bylaws shall terminate as of the effective date of such removal.

4.04 Limitation on Liability. Neither the members of the Board nor any member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any rule, regulation or procedure adopted by it pursuant thereto or any Awards granted under it. If a member of the Board or the Committee is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by him in such capacity under or with respect to the Plan, the Bank shall, subject to the requirements of applicable laws and regulations, indemnify such member against all liabilities and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Bank and its Subsidiary Companies and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

4.05 Compliance with Laws and Regulations. All Awards granted hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. The Bank shall not be required to issue or deliver any certificates for shares of Common Stock prior to the completion of any registration or qualification of or obtaining of consents or approvals with respect to such shares under any federal or state law or any rule or regulation of any government body, which the Bank shall, in its sole discretion, determine to be necessary or advisable. Moreover, no Option may be exercised if such exercise would be contrary to applicable laws and regulations.

Notwithstanding any provision of this Plan, within 30 days following the receipt of notice from the OTS, the Bank’s primary federal regulator, that (i) the Bank has not maintained its minimum capital requirements (as determined by the OTS); and (ii) the OTS is requiring the exercise or forfeiture of vested Awards, any outstanding vested Award shall be exercised or forfeited to the extent directed by the OTS. Upon receipt of such notice from the OTS, the Bank shall promptly notify each Optionee that he must exercise any unexercised Options granted to him prior to the end of the 30-day period or such earlier period as may be specified by the OTS or forfeit such Options. In case of forfeiture, no Optionee or Recipient shall have any cause of action, of any kind or nature, against the Bank or any of their respective Officers or Directors with respect to the forfeiture. In addition, the Bank shall not be liable to any Optionee or Recipient due to the failure or inability of the Bank to provide adequate notice to the Optionee or Recipient.

4.06 Restrictions on Transfer. The Bank may place a legend upon any certificate representing shares acquired pursuant to an Award granted hereunder noting that the transfer of such shares may be restricted by applicable laws and regulations.

4.07 No Deferral of Compensation Under Section 409A of the Code. All Awards granted under the Plan are designed to not constitute a deferral of compensation for purposes of Section 409A of the Code. Notwithstanding any other provision in this Plan to the contrary, all of the terms and conditions of any Options granted under this Plan shall be designed to satisfy the exemption for stock options set forth in the regulations issued under Section 409A of the Code. Both this Plan and the terms of all Options granted hereunder shall be interpreted in a manner that requires compliance with all of the requirements of the exemption for stock options set forth in the regulations issued under Section 409A of the Code. No Optionee shall be permitted to defer the recognition of income beyond the exercise date of a Non-Qualified Option or beyond the date that the Common Stock received upon the exercise of an Incentive Stock Option is sold. No Recipient shall be permitted to defer the recognition of income beyond the date that a Share Award vests or is deemed earned.

ARTICLE V
ELIGIBILITY

Awards may be granted to such Employees and Non-Employee Directors of the Bank and its Subsidiary Companies as may be designated from time to time by the Board or the Committee. Awards may not be granted to individuals who are not Employees or Non-Employee Directors of either the Bank or its Subsidiary Companies.

ARTICLE VI

COMMON STOCK COVERED BY THE PLAN

6.01 Number of Shares. The aggregate number of shares of Common Stock which may be issued pursuant to this Plan, subject to adjustment as provided in Article X, shall be 183,492, or 15% of the number of shares of issued in the Bank’s initial public stock offering completed in February 2009. None of such shares shall be the subject of more than one Award at any time, but if an Award as to any shares is surrendered before vesting or exercise, or expires or terminates for any reason without having been exercised in full, or for any reason ceases to be exercisable, the number of shares covered thereby shall again become available for grant under the Plan as if no Awards had been previously granted with respect to such shares.

6.02 Source of Shares. The shares of Common Stock issued under the Plan may be authorized but unissued shares, treasury shares or shares purchased by the Bank on the open market or from private sources for use under the Plan.

ARTICLE VII

DETERMINATION OF
AWARDS, NUMBER OF SHARES, ETC.

7.01 Determination of Awards. The Board or the Committee shall, in its discretion, determine from time to time which Employees and Non-Employee Directors will be granted Awards under the Plan, the number of shares of Common Stock subject to each Award, whether each Option will be an Incentive Stock Option or a Non-Qualified Stock Option and the Exercise Price of an Option and whether a Share Award will be a Performance Share Award. In making all such determinations there shall be taken into account the duties, responsibilities and performance of each Optionee or Recipient, his present and potential contributions to the growth and success of the Bank, his salary or other compensation and such other factors deemed relevant to accomplishing the purposes of the Plan.

7.02 Limitation on Share Awards. Notwithstanding anything contained in this Plan to the contrary, the maximum number of shares of Common Stock to which Share Awards may be issued under this Plan shall be 45,873 shares, or one-fourth of the total shares available for issuance under this Plan. None of such shares shall be the subject of more than one Award at any time, but if a Share Award as to any shares is surrendered before vested, or expires or terminates for any reason without vesting in full, the number of shares covered thereby shall again become available for grant under the Plan as if no Awards had been previously granted with respect to such shares.

7.03 Limitation on Awards to Non-Employee Directors. Notwithstanding anything contained in this Plan to the contrary, the aggregate maximum number of shares of Common Stock to which Options may be granted under this Plan to all Non-Employee Directors in the aggregate shall be 36,698 shares, or 20% of the total shares available for issuance under this Plan.

7.04 Maximum Awards to any Person. Notwithstanding anything contained in this Plan to the contrary, the maximum number of shares of Common Stock to which Awards may be granted to any individual (i) in any calendar year shall be 50,000 shares and (ii) in the aggregate shall be 75,000 shares.

ARTICLE VIII
STOCK OPTIONS

Each Option granted hereunder shall be on the following terms and conditions:

8.01 Stock Option Agreement. The proper Officers on behalf of the Bank and each Optionee shall execute a Stock Option Agreement which shall set forth the total number of shares of Common Stock to which it pertains, the exercise price, whether it is a Non-Qualified Option or an Incentive Stock Option, and such other terms, conditions, restrictions and privileges as the Board or the Committee in each instance shall deem appropriate, provided they are not inconsistent with the terms, conditions and provisions of this Plan. Each Optionee shall receive a copy of his executed Stock Option Agreement. Any Option granted with the intention that it will be an Incentive Stock Option but which fails to satisfy a requirement for Incentive Stock Options shall continue to be valid and shall be treated as a Non-Qualified Option.

8.02 Option Exercise Price. The per share price at which the subject Common Stock may be purchased upon exercise of an Option shall be no less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock at the time such Stock Option is granted.

8.03 Vesting and Exercise of Options.

(a) General Rules. Incentive Stock Options and Non-Qualified Options shall become vested and exercisable at the rate, to the extent and subject to such limitations as may be specified by the Board or the Committee; provided, however, Options granted in the first three years of the Bank’s operations shall vest in approximately equal percentages each year over a period no shorter than three years. Notwithstanding the foregoing, no vesting shall occur on or after an Employee’s employment or service as a Non-Employee Director with the Bank and all Subsidiary Companies is terminated for any reason other than his death or Disability or a Change in Control of the Bank. In determining the number of shares of Common Stock with respect to which Options are vested and/or exercisable, fractional shares will be rounded up to the nearest whole number if the fraction is 0.5 or higher, and down if it is less.

(b) Accelerated Vesting. Unless the Committee or Board shall specifically state otherwise at the time an Option is granted, all Options granted under this Plan shall become vested and exercisable in full on the date an Optionee terminates his employment with the Bank or a Subsidiary Company or service as a Non-Employee Director because of his death or Disability. In addition, all outstanding Options shall become immediately vested and exercisable in full as of the effective date of a Change in Control of the Bank.

8.04 Duration of Options.

(a) Employee Grants. Except as provided in Sections 8.04(c) and 8.09, each Option or portion thereof granted to an Employee shall be exercisable at any time on or after it vests and remain exercisable until the earlier of (i) ten (10) years after its date of grant or (ii) three (3) months after the date on which the Employee ceases to be employed by Bank and all Subsidiary Companies, or any successor thereto, unless in the case of a Non-Qualified Option, the Board or the Committee in its discretion decides at the time of grant or thereafter to extend such period of exercise upon termination of employment or service to a period not exceeding five (5) years.

(b) Non-Employee Director Grants. Except as provided in Section 8.04(c), each Option or portion thereof granted to a Non-Employee Director shall be exercisable at any time on or after it vests and becomes exercisable until the earlier of (i) ten (10) years after its date of grant or (ii) three (3) years after the date on which the Optionee ceases to serve as a Non-Employee Director.

(c) Exceptions. Unless the Board or the Committee shall specifically state otherwise at the time an Option is granted, if an Employee terminates his employment with the Bank or a Subsidiary Company as a

result of Disability without having fully exercised his Options, the Employee shall have the right, during the one (1) year period following his termination due to Disability to exercise such Options.

Unless the Board or the Committee shall specifically state otherwise at the time an Option is granted, if an Employee or Non-Employee Director terminates his employment or service with the Bank or a Subsidiary Company following a Change in Control of the Bank without having fully exercised his Options, the Optionee shall have the right to exercise such Options during the remainder of the original ten (10) year term (or five (5) year term for Options subject to Section 8.09(b) hereof) of the Option from the date of grant.

If an Optionee dies while in the employ or service of the Bank or a Subsidiary Company or terminates employment or service with the Bank or a Subsidiary Company as a result of Disability without having fully exercised his Options, the executors, administrators, legatees or distributees of his estate shall have the right, during the one (1) year period following his death, to exercise such Options.

In no event, however, shall any Option be exercisable more than ten (10) years (or five (5) years for Options subject to Section 8.09(b) hereof) from the date it was granted.

8.05 Nonassignability. Options shall not be transferable by an Optionee except by will or the laws of descent or distribution, and during an Optionee’s lifetime shall be exercisable only by such Optionee or the Optionee’s guardian or legal representative.

8.06 Manner of Exercise. Options may be exercised in part or in whole and at one time or from time to time. The procedures for exercise shall be set forth in the written Stock Option Agreement provided for in Section 8.01 above.

8.07 Payment for Shares. Payment in full of the purchase price for shares of Common Stock purchased pursuant to the exercise of any Option shall be made to the Bank upon exercise of the Option. All shares sold under the Plan shall be fully paid and nonassessable. Payment for shares may be made by the Optionee (i) in cash or by check, (ii) by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker to sell the shares and then to properly deliver to the Bank the amount of sale proceeds to pay the exercise price, all in accordance with applicable laws and regulations, (iii) at the discretion of the Board or the Committee, by delivering shares of Common Stock (including shares acquired pursuant to the exercise of an Option) equal in Fair Market Value to the purchase price of the shares to be acquired pursuant to the Option, (iv) at the discretion of the Board or the Committee, by withholding some of the shares of Common Stock which are being purchased upon exercise of an Option, or (v) any combination of the foregoing. With respect to subclause (iii) hereof, the shares of Common Stock delivered to pay the purchase price must have either been (x) purchased in open market transactions or (y) issued by the Bank or pursuant to a plan thereof, in each case more than six months prior to the exercise date of the Option.

8.08 Voting and Dividend Rights. No Optionee shall have any voting or dividend rights or other rights of a stockholder in respect of any shares of Common Stock covered by an Option prior to the time that his name is recorded on the Bank’s stockholder ledger as the holder of record of such shares acquired pursuant to an exercise of an Option.

8.09 Additional Terms Applicable to Incentive Stock Options. All Options issued under the Plan as Incentive Stock Options will be subject, in addition to the terms detailed in Sections 8.01 to 8.08 above, to those contained in this Section 8.09.

(a) Amount Limitation. Notwithstanding any contrary provisions contained elsewhere in this Plan and as long as required by Section 422 of the Code, the aggregate Fair Market Value, determined as of the time an Incentive Stock Option is granted, of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year under this Plan, and stock options that satisfy the requirements of Section 422 of the Code under any other stock option plan or plans maintained by the Bank (or any parent or Subsidiary Company), shall not exceed $100,000.

(b) Limitation on Ten Percent Stockholders. The price at which shares of Common Stock may be purchased upon exercise of an Incentive Stock Option granted to an individual who, at the time such Incentive Stock Option is granted, owns, directly or indirectly, more than ten percent (10%) of the total combined voting power of all classes of stock issued to stockholders of the Bank or any Subsidiary Company, shall be no less than one hundred and ten percent (110%) of the Fair Market Value of a share of the Common Stock of the Bank at the time of grant, and such Incentive Stock Option shall by its terms not be exercisable after the earlier of the date determined under Section 8.04 or the expiration of five (5) years from the date such Incentive Stock Option is granted.

(c) Notice of Disposition; Withholding; Escrow. An Optionee shall immediately notify the Bank in writing of any sale, transfer, assignment or other disposition (or action constituting a disqualifying disposition within the meaning of Section 421 of the Code) of any shares of Common Stock acquired through exercise of an Incentive Stock Option, within two (2) years after the grant of such Incentive Stock Option or within one (1) year after the acquisition of such shares, setting forth the date and manner of disposition, the number of shares disposed of and the price at which such shares were disposed of. The Bank shall be entitled to withhold from any compensation or other payments then or thereafter due to the Optionee such amounts as may be necessary to satisfy any withholding requirements of federal or state law or regulation and, further, to collect from the Optionee any additional amounts which may be required for such purpose. The Committee may, in its discretion, require shares of Common Stock acquired by an Optionee upon exercise of an Incentive Stock Option to be held in an escrow arrangement for the purpose of enabling compliance with the provisions of this Section 8.09(c).

ARTICLE IX
SHARE AWARDS

9.01 Share Award Notice. As promptly as practicable after the granting of a Share Award pursuant to the terms hereof, the Board or the Committee shall notify the Recipient in writing of the grant of the Share Award, the number of shares covered by the Share Award, whether the Share Award is a Performance Share Award and the terms upon which the shares subject to the Share Award shall be distributed to the Recipient. The Board or the Committee shall maintain records as to all grants of Share Awards and Performance Share Awards under the Plan.

9.02 Earning Plan Shares; Forfeitures.

(a) General Rules. Subject to the terms hereof, Share Awards granted hereunder shall be earned at the rate and to the extent as may be specified by the Committee at the date of grant thereof; provided, however, that unless otherwise determined by the Board or the Committee, Share Awards granted during the first three years of the Bank’s operations shall vest in approximately equal percentages each year over a period no shorter than three years. If the employment of an Employee is terminated before the Share Award has been completely earned for any reason (except as specifically provided in subsections (b) and (c) below), the Recipient shall forfeit the right to any shares subject to the Share Award which have not theretofore been earned. In the event of a forfeiture of the right to any shares subject to a Share Award, such forfeited shares shall become available for grant pursuant to Articles VI and VII as if no Share Award had been previously granted with respect to such shares. No fractional shares shall be distributed pursuant to this Plan.

(b) Exception for Termination Due to Death or Disability. Notwithstanding the general rule contained in Section 9.02(a), all shares subject to a Share Award held by a Recipient whose employment with the Bank or any Subsidiary Company terminates due to death or Disability shall be deemed fully earned as of the Recipient’s last day of employment with the Bank or any Subsidiary Company and shall be distributed as soon as practicable thereafter.

(c) Exception for a Change in Control of the Bank. Notwithstanding the general rule contained in Section 9.02(a), all shares subject to a Share Award held by a Recipient shall be deemed to be fully earned as of the effective date of a Change in Control of the Bank.

9.03 Dividends and Voting. A Recipient shall not be entitled to receive any cash dividends or stock dividends declared on the Common Stock with respect to any unvested Share Award. A Recipient shall not be entitled to any voting rights with respect to any unvested Share Award which has not yet been earned and distributed to him or her pursuant to Section 9.04.

9.04 Distribution of Plan Shares.

(a) Timing of Distributions: General Rule. Subject to the provisions of Section 9.06 hereof, shares shall be distributed to the Recipient or his Beneficiary, as the case may be, as soon as practicable after they have been earned.

(b) Form of Distributions. All shares shall be distributed in the form of Common Stock. One share of Common Stock shall be given for each Share Award earned and distributable.

(c) Restrictions on Selling of Plan Shares. Share Awards may not be sold, assigned, pledged or otherwise disposed of prior to the time that they are earned and distributed pursuant to the terms of this Plan. Upon distribution, the Board or the Committee may require the Recipient or his Beneficiary, as the case may be, to agree not to sell or otherwise dispose of his distributed shares except in accordance with all then applicable federal and state securities laws, and the Board or the Committee may cause a legend to be placed on the stock certificate(s) representing the distributed shares in order to restrict the transfer of the distributed shares for such period of time or under such circumstances as the Board or the Committee, upon the advice of counsel, may deem appropriate.

9.05 Rights of Recipients. Notwithstanding anything to the contrary herein, a Participant who receives a Share Award payable in Common Stock shall have no rights as a stockholder until the Common Stock is issued pursuant to the terms of the Award Agreement.

9.06 Performance Awards

(a) Designation of Performance Share Awards. The Committee may determine to make any Share Award a Performance Share Award by making such Share Award contingent upon the achievement of a Performance Goal or any combination of Performance Goals. Each Performance Share Award shall be evidenced by a written agreement (“Award Agreement”), which shall set forth the Performance Goals applicable to the Performance Share Award, the maximum amounts payable and such other terms and conditions as are applicable to the Performance Share Award.

(b) Timing of Grants. Any Performance Share Award shall be made not later than 90 days after the start of the period for which the Performance Share Award relates and shall be made prior to the completion of 25% of such period. All determinations regarding the achievement of any Performance Goals will be made by the Committee. The Committee may not increase during a year the amount of a Performance Share Award that would otherwise be payable upon achievement of the Performance Goals but may reduce or eliminate the payments as provided for in the Award Agreement.

(c) Restrictions on Grants. Nothing contained in the Plan will be deemed in any way to limit or restrict the Committee from making any Award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

(d) Distribution. No Performance Share Award or portion thereof that is subject to the attainment or satisfaction of a condition of a Performance Goal shall be distributed or considered to be earned or vested until the Committee certifies in writing that the conditions or Performance Goal to which the distribution, earning or vesting of such Award is subject have been achieved.

9.07. Nontransferable. Share Awards and Performance Share Awards and rights to shares shall not be transferable by a Recipient, and during the lifetime of the Recipient, shares which are the subject of Share Awards may only be earned by and paid to a Recipient who was notified in writing of a Share Award by the Committee

pursuant to Section 9.01. No Recipient or Beneficiary shall have any right in or claim to any assets of the Plan nor shall the Corporation or any Subsidiary Company be subject to any claim for benefits hereunder.

ARTICLE X

ADJUSTMENTS FOR CAPITAL CHANGES

10.01 General Adjustments. The aggregate number of shares of Common Stock available for issuance under this Plan, the number of shares to which any Award relates, the maximum number of shares that can be covered by Awards to each Employee, each Non-Employee Director and Non-Employee Directors as a group and the exercise price per share of Common Stock under any Option shall be proportionately adjusted for any increase or decrease in the total number of outstanding shares of Common Stock issued subsequent to the Effective Date of this Plan resulting from a split, subdivision or consolidation of shares or any other capital adjustment, the payment of a stock dividend, or other increase or decrease in such shares effected without receipt or payment of consideration by the Bank.

10.02 Adjustments for Mergers and Other Corporate Transactions. If, upon a merger, consolidation, reorganization, liquidation, recapitalization or the like of the Bank, the shares of the Bank’s Common Stock shall be exchanged for other securities of the Bank or of another bank or corporation, each Award shall be converted, subject to the conditions herein stated, into the right to purchase or acquire such number of shares of Common Stock or amount of other securities of the Bank or such other bank or corporation as were exchangeable for the number of shares of Common Stock of the Bank which such Optionee or Recipient would have been entitled to purchase or acquire except for such action, and appropriate adjustments shall be made to the per share exercise price of outstanding Options, provided that in each case the number of shares or other securities subject to the substituted or assumed stock option and the exercise price thereof shall be determined in a manner that satisfies the requirements of Treasury Regulation §1.424-1 and the regulations issued under Section 409A of the Code so that the substituted or assumed option is not deemed to be a modification of the outstanding Options.

ARTICLE XI

AMENDMENT AND TERMINATION OF THE PLAN

The Board may, by resolution, at any time terminate or amend the Plan with respect to any shares of Common Stock as to which Awards have not been granted, subject to any required stockholder approval or any stockholder approval which the Board may deem to be advisable for any reason, such as for the purpose of obtaining or retaining any statutory or regulatory benefits under tax, securities or other laws or satisfying any applicable stock exchange listing requirements. Notwithstanding the foregoing, the Board may not, without the approval of stockholders, terminate the Plan or amend the Plan to: (i) change the class of employees, Directors or participants who are eligible for Awards under the Plan; (ii) except as provided in Article X of the Plan, increase the total number of shares of Common Stock which may be issued under the Plan; or (iii) change the type or class of equity awards available for grant under the Plan. The Board may not, without the consent of the holder of an Award, alter or impair any Award previously granted or awarded under this Plan except as specifically authorized herein.

ARTICLE XII

EMPLOYMENT AND SERVICE RIGHTS

Neither the Plan nor the grant of any Award hereunder nor any action taken by the Committee or the Board in connection with the Plan shall create any right on the part of any Employee or Non-Employee Director to continue in such capacity.

ARTICLE XIII
WITHHOLDING

13.01 Tax Withholding. The Bank may withhold from any cash payment made under this Plan sufficient amounts to cover any applicable withholding and employment taxes, and if the amount of such cash payment is insufficient, the Bank may require the Optionee or Recipient to pay to the Bank the amount required to be withheld as a condition to delivering the shares acquired pursuant to an Award. The Bank also may withhold or collect

amounts with respect to a disqualifying disposition of shares of Common Stock acquired pursuant to exercise of an Incentive Stock Option, as provided in Section 8.09(c).

13.02 Methods of Tax Withholding. The Board or the Committee is authorized to adopt rules, regulations or procedures which provide for the satisfaction of an Optionee’s or Recipient’s tax withholding obligation by the retention of shares of Common Stock to which the Employee would otherwise be entitled pursuant to an Award and/or by the Optionee’s delivery of previously-owned shares of Common Stock or other property.

ARTICLE XIV

EFFECTIVE DATE OF THE PLAN; TERM

14.01 Effective Date of the Plan. This Plan shall become effective on the Effective Date. The Plan, and any previously granted Awards, shall be subject to the approval of the stockholders of the Bank pursuant to Article XV hereof.

14.02 Term of the Plan. Unless sooner terminated, this Plan shall remain in effect for a period of ten (10) years ending on the tenth anniversary of the Effective Date. Termination of the Plan shall not affect any Awards previously granted and such Awards shall remain valid and in effect until they have been fully exercised or earned, are surrendered or by their terms expire or are forfeited.

ARTICLE XV

STOCKHOLDER APPROVAL

The Bank shall submit this Plan to stockholders for approval at a meeting of stockholders of the Bank held within twelve (12) months following the Effective Date in order to meet the requirements of Section 422 of the Code and regulations thereunder.

ARTICLE XVI MISCELLANEOUS

16.01 Governing Law. To the extent not governed by federal law, under the laws of the Commonwealth of Virginia.

16.02 Pronouns. Wherever appropriate, the masculine pronoun shall include the feminine, and the singular shall include the plural.

Exhibit 10.7

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 3 rd day of May, 2018, by and between FVCbank, a Virginia chartered commercial bank (the “Bank”) and the wholly owned subsidiary of FVCbankcorp, Inc. (the “Company”), and Gilbert F. Kennedy, III (the “Executive”).

WHEREAS, the Executive currently serves as President and Chief Executive Officer of Colombo Bank, a Maryland chartered commercial bank (“Colombo”);

WHEREAS, the Company, the Bank and Colombo are entering into an Agreement and Plan of Merger (and related Plan of Merger between the Bank and Colombo), pursuant to which the Company will acquire Colombo by means of the merger of Colombo with and into the Bank, with the Bank surviving (the “Merger”);

WHEREAS, the Bank desires to retain the Executive following the effectiveness of the Merger, and the Executive desires to accept such employment, all upon the terms and conditions hereinafter set forth; and

WHEREAS, Bank and the Executive agree that the employment agreement between Colombo and the Executive dated December 31, 2016 (the “Colombo Agreement”) shall be terminated as of the Effective Date (as hereinafter defined) of the Merger, and in lieu of any rights, payments and obligations under the Colombo Agreement, the Executive shall be entitled to the rights and payments set forth herein and the parties hereto shall be subject to the obligations set forth herein;

1. Employment. The Bank agrees to employ the Executive, and the Executive agrees to be employed, as Executive Vice President- Regional President DC/Maryland of the Bank, subject to the terms and provisions of this Agreement. The Executive represents and warrants to the Bank that the Executive is not subject to any legal obligations or restrictions that would prevent or limit his entering into this Agreement and performing his responsibilities hereunder.

2. Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:

2.1 “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to, such Person, or (iv) any Person who is an officer, director, general partner, member, trustee or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii) or (iii) of this sentence. For purposes of this definition, the terms “controlling,” “controlled by,” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

2.3 “Bank” has the meaning set forth in the recitals. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term “Bank” shall be deemed to include such successor Entity.

state or other political subdivision of any of them having jurisdiction over the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, including, but not necessarily limited to:

(a) the FDIC;

(d) any predecessor, successor or assignee of any of the foregoing.

2.6 “Board” means the Board of Directors of the Bank.

2.7 “Code” means the Internal Revenue Code of 1986, as amended.

2.10 “Disability” means a mental or physical condition which, in the good faith opinion of the Board, renders the Executive, with reasonable accommodation, unable or incompetent to carry out the material job responsibilities which the Executive held or the material duties to which the Executive was assigned at the time the disability was incurred, which has existed for at least three (3) months and which in the opinion of a physician mutually agreed upon by the Bank and the Executive ( provided that neither party shall unreasonably withhold such agreement) is expected to be permanent or to last for an indefinite duration or a duration in excess of nine (9) months.

2.11. “Effective Date” means the effective date of the Merger, as determined in accordance with the Agreement and Plan of Merger, of even date herewith, among the Company, the Bank and Colombo.

2.12 “FDIA” means the Federal Deposit Insurance Act, as amended.

2.13 “FDIC” means the Federal Deposit Insurance Corporation.

2.14 “Person” means any individual or Entity.

2.15 “Section 409A” means Section 409A of the Code and the regulations and administrative guidance promulgated thereunder.

2.16 “Term” means the Initial Term and any applicable Renewal Term, each as defined in Section 3.1

2.17 “Termination Date” means the date on which the Term expires pursuant to Section 3.1 or on which the Term is earlier terminated pursuant to Section 7.2, 7.3, 7.4 or 7.5, as applicable.

Other terms are defined throughout this Agreement and have the meanings so given them.

3. Term

3.1(a) Initial Term. The Executive’s employment hereunder shall commence on the Effective Date and shall continue for a period of one (1) year thereafter, unless sooner terminated in accordance with the provisions of this Agreement (the “Initial Term”).

3.2(b) Renewal Term. The Term of this Agreement shall automatically be extended for a period of one year at the conclusion of the Initial Term, and again extended at the conclusion of each successive one-year period thereafter (each such one-year period a “Renewal Term”), unless:

(1) either party terminates this Agreement as of the end of the Initial Term or any Renewal Term by giving written notice to the other party of intent not to renew, delivered at least ninety (90) days prior to the end of the Initial Term or applicable Renewal Term; or

(2) the Agreement is terminated prior to the end of the Initial Term or any Renewal Term, as applicable, in accordance with Section 7 of this Agreement.

4. Duties of the Executive .

4.1 Nature and Substance. The Executive will have functional responsibility for loan growth, loan quality, deposit growth and meeting balance sheet and revenue goals for the former Colombo market area, and the Washington DC and Maryland market in general; including input into hiring and retention of deposit and lending officers, together with such other duties as may be assigned by the President, the Chief Executive Officer or the Board. The Executive shall report directly to the President and Chief Executive Officer.

4.2 Performance of Services. The Executive agrees to devote his full business time and attention to the performance of his duties and responsibilities under this Agreement and shall use his best efforts and discharge his duties to the best of his ability for and on behalf of the Bank and toward its successful operation. The Executive agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of his duties to the Bank, present a conflict of interest with the Bank, breach his duty of loyalty or fiduciary duties to the Bank, or otherwise conflict with the provisions of this Agreement. The Executive shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that the Executive’s participation in an Outside Arrangement would interfere with his satisfactory performance of his duties to the Bank, present a conflict of interest with the Bank, breach his duty of loyalty or fiduciary duties to the Bank, or otherwise conflict with the provisions of this Agreement, the Executive shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict the Executive’s right to own or manage the Executive’s personal passive investments; or service as a director, trustee or similar official of non-profit, civic, cultural, professional or philanthropic organizations, so long as such service does not adversely affect the performance of the Executive’s services and duties hereunder.

4.3 Compliance with Law. The Executive shall comply in all material respects with all laws, statutes, ordinances, rules and regulations relating to his employment and duties.

5. Compensation; Benefits. As full compensation for all services rendered pursuant to this Agreement and the covenants contained herein, the Bank shall pay to the Executive the following:

5.1 Salary. Commencing on the Effective Date through the end of the Initial Term, the Executive shall be paid a salary (“Salary”) of Two Hundred and Fifty Thousand Dollars ($250,000) on an annualized basis. The Bank shall pay the Executive’s Salary in equal installments in accordance with the Bank’s regular payroll periods as may

be set by the Bank from time to time. The Executive’s Salary may be increased from time to time, at the discretion of the Board, but may not be decreased without the Executive’s consent.

5.2. Bonuses.

(a) The Executive shall be entitled to a lump sum payment of $608,380.86, payable on the fifth business day after the Effective Date.

(b) The Executive shall be entitled to discretionary bonus payments as determined pursuant to Board approved incentive plans, or for the achievement of specified goals or objectives determined by the Board or the appropriate committee thereof, or such other bonus payments as the Board, or the appropriate committee thereof, may in its sole discretion determine.

5.3 Stock Awards. As of the Effective Date, the Executive shall be entitled to an award of 2,000 restricted stock units under the Company’s Amended and Restated 2008 Stock Plan (or other then current equity compensation plan) (the 2008 Plan”). Subject to acceleration in accordance with the terms of the 2008 Plan (or other then current equity compensation plan), such award shall vest in equal installments on the first through fourth anniversaries of the Effective Date. The Executive shall be eligible to receive further awards of options, restricted stock or restricted stock units under the 2008 Plan (or then then current equity compensation plan), from time to time, at the discretion of the committee administering said plan, subject to the approval of the Compensation Committee or comparable committee of the Company Board.

5.4 Withholding. Payments of Salary and other amounts hereunder shall be subject to the customary withholding of income and other employment taxes as is required with respect to compensation paid by an employer to an employee.

5.5 Vacation and Leave. The Executive shall be entitled to such vacation and leave as may be provided for under the current and future leave and vacation policies of the Bank for executive officers of the Bank Entities, provided however that the Executive shall be entitled to an aggregate of not less than 30 days of paid time off (vacation, sick and personal days) on an annualized basis.

5.6 Office Space. The Bank will provide customary office space and office support to the Executive.

5.7 Car Allowance. The Bank will pay the Executive a monthly car allowance of One Thousand One Hundred Dollars ($1,100).

5.8 Non-Life Insurance. The Bank will provide the Executive with group health, dental, vision, disability and other insurance as the Bank may make available for all executive officers of the Bank, on the same basis as other executive officers.

5.9 Life Insurance. The Bank may, at its cost and for its benefit, obtain and maintain “key-man” life insurance and/or Bank-owned life insurance on the Executive in such amount as determined by the Board from time to time. The Executive agrees to cooperate fully and to take all actions reasonably required by the Bank in connection with such insurance.

5.10 Expenses. The Bank shall, promptly upon presentation of proper expense reports therefor, pay or reimburse the Executive, in accordance with the policies and procedures established from time to time by the Bank for its officers, for all reasonable and customary travel (other than local use of an automobile for which the Executive is being provided the car allowance) and other out-of-pocket expenses incurred by the Executive in the performance of his duties and responsibilities under this Agreement and promoting the business of the Bank, including the cost of attending business related seminars, meetings and conventions.

5.11 Retirement Plans. The Executive shall be entitled to participate in any and all qualified pension or other retirement plans of the Bank which may be applicable to personnel of the Bank.

5.12 Other Benefits. While this Agreement is in effect, the Executive shall be entitled to all other benefits that the Bank provides from time to time to its senior executives and such other benefits as the Board may from time to time approve for the Executive.

5.13 Eligibility. Participation in any health, life, accident, disability, medical expense or similar insurance plan or any qualified pension or other retirement plan shall be subject to the terms and conditions contained in such plan. All matters of eligibility for benefits under any insurance plans shall be determined in accordance with the provisions of the applicable insurance policy issued by the applicable insurance company.

6. Conditions Subsequent to Continued Operation and Effect of Agreement.

7. Termination of Agreement. Prior to the Expiration Date, the Term of this Agreement may be terminated as provided below in this Article 7.

7.1 Definition of Cause. For purposes of this Agreement, “Cause” means:

(a) any act of theft, fraud, intentional misrepresentation, personal dishonesty or breach of fiduciary duty involving personal gain or similar conduct by the Executive with respect to the Bank Entities or the services to be rendered by him under this Agreement;

(b) any Bank Regulatory Agency action or proceeding described in Section 7.9.1(a) against the Executive based upon a finding by the Bank Regulatory Agency of his negligence, fraud, malfeasance or misconduct;

(c) The Executive’s non-appealable conviction or plea of nolo contendere at the trial court level of a felony, or any crime of moral turpitude, or involving dishonesty, deception or breach of trust;

(d) any of the following conduct on the part of the Executive that has not been corrected or cured by the Executive within thirty (30) days after having received written notice from the Bank detailing and describing such conduct, or where a correction or cure by its nature cannot be achieved within such period, corrective or curative action has been commenced within such thirty (30) day period (provided, however, that the Bank shall not be required to provide the Executive with notice and opportunity to cure more than two (2) times in any twelve (12) month period):

(i) habitual absenteeism, or the failure by or the inability of the Executive to devote full time attention and energy to the performance of the Executive’s duties pursuant to this Agreement (other than by reason of his death or Disability);

(ii) intentional material failure by the Executive to carry out the explicit lawful and reasonable directions, instructions, policies, rules, regulations or decisions of the President, the Chief Executive Officer or the Board which are consistent with his position;

(iii) willful or intentional misconduct on the part of the Executive that is materially injurious to the financial condition or business reputation of the Bank or any of its Affiliates; or

(iv) any action (including any failure to act) or conduct by the Executive in violation of a material provision of this Agreement (including but not limited to the provisions of Article 8 hereof, which shall be deemed to be material); or

(f) the use of drugs, alcohol or other substances by the Executive to an extent which materially interferes with or prevents the Executive from performing his duties under this Agreement;

(g) termination under the circumstances described in the last sentence of Section 7.5.

7.3 Termination by the Bank without Cause. The Bank shall have the right to terminate the Term at any time on written notice without Cause, for any or no reason, such termination to be effective on the date on which the Bank gives such notice to the Executive or such later date as may be specified in such notice.

7.4 Termination for Death or Disability. The Term shall automatically terminate upon the death of the Executive or upon the Board’s determination that the Executive is suffering from a Disability.

7.5 Termination by the Executive. The Executive shall have the right to terminate the Term at any time, such termination to be effective on the date ninety (90) days after the date on which the Executive gives such notice to the Bank. After receiving notice of termination, the Bank may require the Executive to devote his good faith energies to transitioning his duties to his successor and to otherwise helping to minimize the adverse impact of his resignation upon the operations of the Bank. If the Executive unreasonably fails or refuses to fully cooperate in all material respects with such transition, the Bank may immediately terminate the Executive, which shall be deemed to be a termination for Cause.

7.6 Pre-Termination Salary and Expenses. Without regard to the reason for, or the timing of, the termination of the Agreement or upon expiration of the Term: (a) the Bank shall pay the Executive any unpaid Salary due for the period through and including the Termination Date; and (b) following submission of proper expense reports by the Executive, the Bank shall reimburse the Executive for all expenses incurred on or prior to the Termination Date and subject to reimbursement pursuant to Section 5.10 hereof.

7.7 Severance if Termination by the Bank without Cause Other than Upon Notice of Non-Renewal. (a) Provided that the Executive signs and delivers to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Attachment A (the Release”), and except as set forth in the immediately following sentence, if the Term is terminated by the Bank without Cause, the Bank shall, for the remainder of the then current Term, continue to pay the Executive his Salary at the rate being paid as of the Termination Date. For purposes hereof, the expiration of the Term at the end of the then current Term following the delivery of notice of intent not to renew, shall not be deemed or construed to be a termination without Cause.

(b) Notwithstanding the foregoing, if the twenty-one (21) day period in which the Executive may deliver the Release begins in one calendar year and ends in the following calendar year, the date on which payments will commence under this Section 7.7 shall be the first day of such following calendar year or, if later, the date on which the Release is delivered to the Bank. Any payments due the Executive pursuant to this Section 7.7 shall be paid to the Executive in installments on the same schedule as The Executive was paid immediately prior to the Termination Date, each installment to be the same amount the Executive would have been paid under this Agreement if he had not been terminated. Each of such installment payments shall be deemed to be a separate payment for purposes of Section 409A of the Code, In the event the Executive breaches any provision of Article 8 of this Agreement, the Executive’s entitlement to any payments payable pursuant to this Section 7.7, if and to the extent not yet paid, shall thereupon immediately cease and terminate as of the date of such breach. Notwithstanding anything to the contrary in this Section 7.7, any payment pursuant to this Section shall be subject to any delay in payment required by Section 9.1 hereof.

7.9 Certain Regulatory Events .

7.9.1. Notwithstanding anything to the contrary contained herein:

(a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the FDIA, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order.

(b) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default.

(c) If a notice served under Sections 8(e)(3) or 8(g)(1) of the FDIA suspends and/or temporarily prohibits the Executive from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank shall promptly, (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations that were suspended.

(d) If the Bank is prohibited from making a payment hereunder, or agreeing to make a payment hereunder, under Part 359 of the regulations of the FDIC, then the Bank shall not be obligated to make such payment, and the Executive shall have no right to receive such payment. If the Bank is prohibited from making a payment hereunder without the prior consent or approval of the FDIC or other Bank Regulatory Agency, then the Bank shall not be obligated to make such payment, and the Executive shall have no right to receive such payment, unless such consent or approval is received.

(e) The occurrence of any of the events described in paragraphs (a) and (c) of this Section 7.9.1 may be considered by the Bank in connection with a termination for Cause.

8. Confidentiality; Non-Competition; Non-Interference.

8.1 Confidential Information. The Executive, during employment, will have, and has had, access to and become familiar with various confidential and proprietary information of the Bank Entities and/or relating to the business of the Bank Entities (“Confidential Information”), including, but not limited to: business plans; operating results; financial statements and financial information; contracts; mailing lists; purchasing information; customer data (including lists, names and requirements); feasibility studies; personnel related information (including compensation, compensation plans, and staffing plans); internal working documents and communications; and other materials related to the businesses or activities of the Bank Entities which is made available only to employees with a need to know or which is not generally made available to the public. Failure to mark any Confidential Information as confidential, proprietary or protected information shall not affect its status as part of the Confidential Information subject to the terms of this Agreement. Notwithstanding the foregoing, “Confidential Information” shall not include (1) information that is or becomes public without a breach of the Agreement, (2) information that became available to the Executive on a non-confidential basis from a source not bound, to the Executive’s knowledge, by a non-disclosure agreement that covers the relevant information, (3) information that the Executive knows (and can demonstrate that he knows) before commencing employment with the Bank, and (4) information required to be disclosed by law after notice so that the Bank can contest the required disclosure or seek some other protection.

8.2 Nondisclosure. The Executive hereby covenants and agrees that he shall not, directly or indirectly, disclose or use, or authorize any Person to disclose or use, any Confidential Information (whether or not any of the Confidential Information is novel or known by any other Person); provided however, that this restriction shall not apply to the use or disclosure of Confidential Information (i) to any governmental entity to the extent required by law, (ii) which is or becomes publicly known and available through no wrongful act of the Executive or any Affiliate of the Executive or (iii) in connection with the performance of the Executive’s duties under this Agreement. Nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, any Bank regulatory Agency, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission that has jurisdiction over any of the Bank Entities (the “Government

Agencies”). The Executive further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Bank Entities. This Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Executive understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order.

8.3 Documents. All files, papers, records, documents, compilations, summaries, lists, reports, notes, databases, tapes, sketches, drawings, memoranda, and similar items (collectively, “Documents”), whether prepared by the Executive, or otherwise provided to or coming into the possession of the Executive, that contain any Confidential Information about or pertaining or relating to the Bank Entities (the “Bank Information”) shall at all times remain the exclusive property of the Bank Entities. Promptly after a request by the Bank or the Termination Date, the Executive shall take reasonable efforts to (i) return to the Bank all Documents in any tangible form (whether originals, copies or reproductions) and all computer disks or other media containing or embodying any Document or Bank Information and (ii) purge and destroy all Documents and Bank Information in any intangible form (including computerized, digital or other electronic format) as may be requested in writing by the Board of the Bank, and the Executive shall not retain in any form any such Document or any summary, compilation, synopsis or abstract of any Document or Bank Information.

8.4 Non-Competition. The Executive hereby acknowledges and agrees that, during the course of employment, the Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. The Executive hereby covenants and agrees that during the Term and until: (a) one (1) year after the Termination Date if the Executive voluntarily terminates his employment with the Bank during the Initial Term, (b) six (6) months after the Termination Date if the Executive voluntarily terminates his employment after the one-year anniversary of the Effective Date during the Term or (c) six months after the Termination Date, or if later, the last day of the then current Term, if the Bank terminates the Executive’s employment (the “Restricted Period”), the Executive shall not, without the prior approval of a majority of the Board of Directors (the Executive not participating), at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise) provide any advice, assistance or services to any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within any county or city within the Washington-Arlington-Alexandria, DC-VA-MD-WV metropolitan statistical area as defined by the U.S. Office of Management and Budget as of the date of this Agreement (the “Restricted Area”). Notwithstanding any provision hereof to the contrary, this Section 8.4 does not restrict the Executive’s right to (i) own securities of any Competitive Business that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that his total ownership constitutes less than two percent (2%) of the outstanding securities of such company; or (ii) to own passive investments in securities of any Competitive Business that does not file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that his total ownership constitutes less than five percent (5%) of the outstanding securities of such company.

8.5 Non-Interference. The Executive hereby covenants and agrees that during the Restricted Period, he will not, directly or indirectly, for himself or any other Person (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, member, manager, employee, contractor, consultant or any other capacity):

(a) induce or attempt to induce any customer, supplier, officer, director, employee, contractor, consultant, agent or representative of, or any other Person that has a business relationship with any

Bank Entity, to discontinue, terminate or reduce the extent of its, his or her relationship with any Bank Entity or to take any action that would disrupt or otherwise be disadvantageous to any such relationship;

(c) solicit any person who is then an employee of any of the Bank Entities to commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit of any other Competitive Business.

8.6 Injunction. In the event of any breach or threatened or attempted breach of any provision of this Article 8 by the Executive, the Bank shall, in addition to and not to the exclusion of any other rights and remedies at law or in equity, be entitled to seek and receive from any court of competent jurisdiction (i) full temporary and permanent injunctive relief enjoining and restraining the Executive and each and every other Person concerned therein from the continuation of such violative acts and (ii) a decree for specific performance of the applicable provisions of this Agreement, without being required to furnish any bond or other security.

8.7 Reasonableness.

8.7.1 The Executive has carefully read and considered the provisions of this Article 8 and, having done so, agrees that the restrictions and agreements set forth in this Article 8 are fair and reasonable and are reasonably required for the protection of the interests of the Bank Entities. The Executive further agrees that the restrictions set forth in this Agreement will not impair or unreasonably restrain his ability to earn a livelihood.

9. Compliance with Certain Restrictions .

9.1 Section 409A.

9.1.1 It is the intention of the parties hereto that this Agreement and the payments provided for hereunder shall not be subject to, or shall be in accordance with, Section 409A, and thus avoid the imposition of any tax and interest on the Executive pursuant to Section 409A(a)(1)(B) of the Code, and this Agreement shall be interpreted and construed consistent with this intent. The Executive acknowledges and agrees that he shall be solely responsible for the payment of any tax, penalty or interest which may be imposed or to which he may become subject as a result of the payment of any amounts under this Agreement.

9.1.2 Any severance payable to the Executive pursuant to this Agreement shall be treated by the parties as exempt from Section 409A to the maximum extent permissible based on the short-term deferral exemption, the separation pay plan exemption and any other available exemption. To the extent any payments to the Executive under this Agreement upon a termination of employment are deemed to be deferred compensation under Section 409A, all references to such termination of employment shall be deemed to be a reference to a “separation from service” as determined in accordance wi5th Section 409A. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” as the time of his “separation from service”, any payment of “nonqualified deferred compensation” (in each case as determined pursuant to Section 409A) that is otherwise to be paid to the Executive within six (6) months following his separation from service, then to the extent that such payment would otherwise be subject to interest and additional tax under Section 409A(a)(1)(B) of the Code after taking into account

all available exemptions from Section 409A, such payment shall be delayed and shall be paid on the first business day of the seventh calendar month following the Executive’s separation from service, or, if earlier, upon the Executive’s death. Any deferral of payments pursuant to the foregoing sentence shall have no effect on any payments that are scheduled to be paid more than six (6) months after the date of separation from service.

9.1.3 The parties hereto agree that they shall take such actions as may be necessary and permissible under applicable law, regulation and guidance to amend or revise this Agreement in order to ensure that Section 409A(a)(1)(B) does not impose additional tax, penalty or interest on payments made to the Executive pursuant to this Agreement.

10. Assignability. The Executive shall have no right to assign this Agreement or any of his rights or obligations hereunder to another party or parties. The Bank may assign this Agreement to any Person that acquires the Bank or a substantial portion of the operating assets of the Bank. Upon any such assignment by the Bank, references in this Agreement to the Bank shall automatically be deemed to refer to such assignee instead of, or in addition to, the Bank, as appropriate in the context. For the avoidance of doubt, no such assignment by the Bank shall release the Bank from its obligations to the Executive hereunder unless specifically agreed in writing by the Executive.

11. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts executed and to be performed therein, without giving effect to the choice of law rules thereof. Any action to enforce any provision of this Agreement may be brought only in the Circuit Court of Fairfax County, Virginia, or in the United States District Court for the Eastern District of Virginia, Alexandria Division. Accordingly, each party (a) agrees to submit to the jurisdiction of such courts and to accept service of process at its address for notices and in the manner provided in Section 12 for the giving of notices in any such action or proceeding brought in any such court and (b) irrevocably waives any objection to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient or inappropriate forum.

12. Notices. All notices, requests, demands and other communications required to be given or permitted to be given under this Agreement shall be in writing and shall be conclusively deemed to have been given as follows: (a) when hand delivered to the other party; (b) when received by facsimile at the facsimile number set forth below, or (c) when received by email at the email address set forth below, provided, however, that any notice given by facsimile or email shall not be effective unless either (i) a duplicate copy of such facsimile or email notice is promptly given by depositing the same in a United States post office first-class postage prepaid and addressed to the applicable party as set forth below or (ii) the receiving party delivers a written (nonautomatic) confirmation of receipt for such notice either by facsimile, email or by any other method permitted under this Section; or (d) when deposited in a United States post office with first-class certified mail, return receipt requested, postage prepaid and addressed to the applicable party as set forth below; or (e) when deposited with a national overnight delivery service, postage prepaid, addressed to the applicable party as set forth below with next-business-day delivery guaranteed; provided that the sending party receives a confirmation of delivery from the delivery service provider. Any notice given by facsimile or email shall be deemed received on the date on which notice is received except that if such notice is received after 5:00 p.m. (recipient’s time) or on a non-business day, notice shall be deemed given the next business day). Any notice sent by United States mail shall be deemed given three (3) business days after the same has been deposited in the United States mail. Any notice given by national overnight delivery service shall be deemed given on the first business day following deposit with such delivery service. For purposes of this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday or day that is a legal holiday in Fairfax County, Virginia. The address of a party set forth below may be changed by that party by written notice to the other from time to time pursuant to this Article.

To: Executive

Gilbert F. Kennedy, III

1801 Wildflower Court

Bel Air, Maryland 21015

Fax No.:

Email:

To: FVCbank

Attention: David W. Pijor

11325 Random Hills Road

Fairfax, VA 22030

Fax No.:

Email: dpijor@fvcbank.com

13. Entire Agreement. This Agreement contains all of the agreements and understandings between the parties hereto with respect to the employment of the Executive by the Bank, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No oral agreements or written correspondence shall be held to affect the provisions hereof. No representation, promise, inducement or statement of intention has been made by either party that is not set forth in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not so set forth.

14. Headings. The Article and Section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

15. Severability. Should any part of this Agreement for any reason be declared or held illegal, invalid or unenforceable, such determination shall not affect the legality, validity or enforceability of any remaining portion or provision of this Agreement, which remaining portions and provisions shall remain in force and effect as if this Agreement has been executed with the illegal, invalid or unenforceable portion thereof eliminated.

16. Amendment; Waiver. Neither this Agreement nor any provision hereof may be amended, modified, changed, waived, discharged or terminated except by an instrument in writing signed by the party against which enforcement of the amendment, modification, change, waiver, discharge or termination is sought. The failure of either party at any time or times to require performance of any provision hereof shall not in any manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term, provision or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term, provision or covenant contained in this Agreement.

17. Gender and Number. As used in this Agreement, the masculine, feminine and neuter gender, and the singular or plural number, shall each be deemed to include the other or others whenever the context so indicates.

18. Binding Effect. This Agreement is and shall be binding upon, and inures to the benefit of, the Bank, its successors and assigns, and the Executive and his heirs, executors, administrators, and personal and legal representatives.

19. Termination of Colombo Agreement . As of the Effective Date, the Colombo Agreement shall be terminated and of no further force or effect in return for the payment provided by Section 5.2(a) hereof and the effectiveness of this Agreement.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

	FVCBANK


	By:	/s/ David W. Pijor
	Name: David W. Pijor
	Title: Chief Executive Officer


	EXECUTIVE


	/s/ Gilbert F. Kennedy, III
	Gilbert F. Kennedy, III

Attachment A

Form of

General Release and Waiver of All Claims

Gilbert F. Kennedy, III (“ you ”) executes this General Release and Waiver of All Claims (the “ Release ”) as a condition of receiving certain payments and other benefits in accordance with the terms of Section 7.7 of your Employment Agreement dated May 3, 2018. All capitalized terms used but not otherwise defined herein shall have the same meaning as in your Employment Agreement.

1. RELEASE .

You hereby release and forever discharge FVCbank [ modify to specifically include any Affiliates ] and each and every one of their former or current subsidiaries, parents, affiliates, directors, officers, employees, agents, successors, predecessors, subsidiaries, assigns and attorneys (the “ Released Parties ”) from any and all charges, claims, damages, injury and actions, in law or equity, which you or your heirs, successors, executors, or other representatives ever had, now have, or may in the future have by reason of any act, omission, matter, cause or thing through the date of your execution of this Release. You understand that this Release is a general release of all claims you may have against the Released Parties based on any act, omission, matter, case or thing through the date of your execution of this Release, except as set forth in Section 3 below.

2. WAIVER .

You realize there are many laws and regulations governing the employment relationship. These include, but are not limited to, Title VII of the Civil Rights Acts of 1964 and 1991; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act; the National Labor Relations Act; 42 U.S.C. § 1981; the Family and Medical Leave Act; the Civil Rights Act of 1991; the Employee Retirement Income Security Act of 1974 (other than any accrued benefit(s) to which you have a non-forfeitable right under any pension benefit plan); and any other state, local and federal employment, human rights and civil rights laws; and any amendments to any of the foregoing. You also understand there may be other statutes and laws of contract and tort that also relate to your employment. By signing this Release, you waive and release any rights you may have against the Released Parties under these and any other laws based on any act, omission, matter, cause or thing through the date of your execution of this Release, except as set forth in section 3 below. You also agree not to initiate, join, or voluntarily participate in any action or suit in any court or to accept any damages or other relief from any such proceeding brought by anyone else based on any act, omission, matter, cause or thing through the date of your execution of this Release.

3. CLAIMS RESERVED .

Notwithstanding any provision of this General Release and Waiver of All Claims to the contrary, nothing contained herein shall be deemed to modify, waive, release, terminate or amend any of the following: (a) any right that you may possess under any tax-qualified retirement plan sponsored by any of the Bank Entities (or any of their predecessors or successors) that is or becomes vested or payable, (b) any right or payment arising under the terms of your Employment Agreement or any breach thereof, (c) any right to indemnification or contribution, whether arising under insurance, applicable law, the terms of the Agreement and Plan of Merger dated as of May 3, 2018 by and among the Company, the Bank and Colombo (the “Merger Agreement”), or the organizational documents of any of the Bank Entities (or any of their predecessors or successors), (d) any right to elect and receive continuation coverage under Section 4980B of the Code or similar benefit, (e) any right that cannot be waived as a matter of law, and (f) any rights that you may have as a stockholder, depositor, borrower or customer of any of the Bank Entities (or any of their predecessors or successors).

4. NOTICE PERIOD .

5. RETURN OF PROPERTY .

You certify that you have fully complied with Section 8.3 of your Employment Agreement.

6. REVOCATION .

IN WITNESS WHEREOF, the Parties have knowingly and voluntarily executed this Release, as of the day and year set forth below opposite your signature.


Gilbert F. Kennedy, III			Date

FVCBANK


By:
Name:			Date
Title:

Exhibit 21

Name of Entity	Jurisdiction of Organization	Ownership Interest
FVCBankcorp, Inc. - Registrant	Virginia
FVCbank	Virginia	100	%

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement of FVCBankcorp, Inc. on Form S-1 of our report dated March 22, 2018 on the consolidated financial statements of FVCBankcorp, Inc. and its subsidiary and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ YOUNT, HYDE & BARBOUR, P.C.

Winchester, Virginia

August 20, 2018

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement of FVCBankcorp, Inc. on Form S-1 of our report dated March 28, 2018 on the consolidated financial statements of Colombo Bank and its subsidiary and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ ROWLES & COMPANY, LLP

Baltimore, Maryland
August 20, 2018

Exhibit 99.1

SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), is made as of this 3 rd day of May, 2018, between FVCBankcorp, Inc., a Virginia corporation (“FVCB”), and the shareholder of Colombo Bank, a Maryland chartered commercial bank (“Colombo”), identified on the signature page hereto in such Shareholder’s capacity as a shareholder of Colombo (the “Shareholder”).

WHEREAS, FVCB, FVCbank, a Virginia chartered commercial bank and the wholly owned subsidiary of FVCB (“FVCbank”) and Colombo have entered into an Agreement and Plan of Merger, of even date herewith (the “Merger Agreement”), pursuant to which Colombo will be merged with and into FVCbank, and each share of Colombo Common Stock will be converted into the right to receive the Merger Consideration as set forth in the Merger Agreement; and

WHEREAS, the Shareholder owns, or has or shares the right to vote or direct the voting of, the number of shares of Colombo Common Stock set forth on the signature page hereto (the “Covered Shares”); and

WHEREAS, the Shareholder owns, or possesses the power to dispose of or to direct the disposition of the Covered Shares; and

WHEREAS, as a material inducement for FVCB to enter into the Merger Agreement and consummate the transactions contemplated thereby, the Shareholder has agreed to enter into this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties agree as follows:

1. Representations and Warranties of Shareholder. The Shareholder represents and warrants as follows: That he/she is now, and at all times until the termination of this Agreement in accordance with the provisions of Section 2(d) hereof (the “Termination”), will be, the owner, of record or beneficially, or has or shares, and will have or share the right to vote or direct the voting of the Covered Shares, and has or shares, and will have or share the power to dispose of or direct the disposition of the Covered Shares. Shareholder has, and through the Termination will continue to have or share the right and power to vote and/or dispose of, or to direct the voting or disposition of all of the Covered Shares. Shareholder’s right to vote the Covered Shares has not been restricted, limited or eliminated as a result of the operation of any provision of the articles or certificate of incorporation or bylaws of Colombo, or any provision of law, including and “antitakeover,” “fair price,” “moratorium,” “affiliate transaction”, “control share acquisition”, “scaled voting,” or similar laws or regulations. Shareholder has full right, power and authority to enter into, deliver and perform this Agreement. This Agreement has been duly executed and delivered by Shareholder, and constitutes the legal, valid and binding obligation of Shareholder, and is enforceable in accordance with its terms.

2. Covenants of Shareholder. (a) Shareholder agrees that he/she shall vote, or cause to be voted, the shares of Colombo Common Stock set forth on the signature page hereto in favor of the Merger Agreement and the transactions contemplated thereby, until this Agreement terminates as provided in Section 2(d), and against any merger, consolidation, share exchange, business combination, sale of all or substantially all assets, or other extraordinary corporate transaction involving Colombo.

(b) Shareholder agrees that until the Termination, that he/she shall not, without the prior written consent of FVCB, directly or indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in (after the date hereof) or otherwise dispose of or encumber any of the Covered Shares. Notwithstanding the foregoing, in the case of any transfer by operation of law, this Agreement shall be binding upon and inure to the transferee.

(c) Shareholder agrees that until the Termination, he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including but not limited to any holder of Colombo Common Stock, or any officer, employee or director of Colombo to, solicit from any third party any inquiries or proposals relating to the disposition of Colombo’s business or assets, or the acquisition of Colombo’s voting securities, or the merger of Colombo with any person other than FVCbank or any FVCB subsidiary, or except as provided in Section 6.11 of the Merger

Agreement: (i) provide any such person with information or assistance or negotiate or (ii) conduct any discussions with any such person in furtherance of such inquiries or to obtain a proposal.

(d) This Agreement shall terminate upon the earlier to occur of: (a) the termination of the Merger Agreement in accordance with its terms; or (b) the Effective Time of the Merger.

3. Additional Shares. Notwithstanding anything to the contrary contained herein, this Agreement shall apply to the Covered Shares and all such shares of Colombo Common Stock which Shareholder may hereafter acquire.

4. Prohibited Purchases or Sales . The undersigned acknowledges that under Section 6.16 of the Merger Agreement, Colombo, its subsidiaries, directors and executive officers may not purchase or sell on the OTCQX or NASDAQ, or submit a bid to purchase or an offer to sell on the OTCQX or NASDAQ, directly or indirectly, any shares of FVCB Common Stock or any options, warrants, rights or other securities convertible into or exchangeable for shares of FVCB Common Stock during the Price Determination Period. The undersigned agrees that he/she shall comply with such prohibition.

5. Governing Law. This Agreement shall be governed in all respects by the law of the Commonwealth of Virginia, without regard to the conflict of laws principles thereof.

6. Specific Performance. Shareholder acknowledges and agrees that the failure of Shareholder to perform and comply with the provisions of this Agreement in strict accordance with the terms hereof will cause irreparable harm to FVCB, for which there may be no adequate remedy at law. FVCB shall be entitled, in addition to any other remedies or rights which it may have, to specific performance of this Agreement, without the posting of any bond, if Shareholder shall fail or refuse to perform his/her obligations hereunder.

7. Assignment; Successors. This Agreement may not be assigned by Shareholder without the prior written consent of FVCB. The provisions of this Agreement shall be binding upon and, shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives.

8. Scope of Agreement. The parties hereto acknowledge and agree that this Agreement shall not confer upon FVCbank any right or ability to acquire the shares of Colombo Common Stock other than in connection with the Merger. The parties hereto acknowledge and agree that this Agreement does not constitute an agreement or understanding of Shareholder in his/her capacity as a director or officer of Colombo, but only in his/her capacity as a holder of shares of the Covered Shares.

9. Severability. Any invalidity, illegality or unenforceability of any provision of this Agreement in any jurisdiction shall not invalidate or render illegal or unenforceable the remaining provisions hereof in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction

10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11. Amendment, Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto which expressly states its intention to amend this Agreement. No provision of this Agreement may be waived, except by an instrument in writing, executed by the waiving party, expressly indicating an intention to effect a waiver. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

12. Defined Terms. Capitalized terms used and not defined herein and defined in the Merger Agreement shall have the meaning ascribed to them in the Merger Agreement.

13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day first above written.

				FVCBANKCORP, INC.

				By:
				Name: David W. Pijor
				Title: Chairman and Chief Executive Officer

				SHAREHOLDER



				Name:

Shares as to which Shareholder has or shares:

Voting Power:

Dispositive Power:

[Signature Page to Support Agreement]