BVA Cordia Bancorp Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Date: [date], 2016

Time: [time a.m./ p.m.], local time

Place: [place of meeting]

At the special meeting, you will be asked to:

Holders of record of Cordia common stock at the close of business on June 21, 2016 are entitled to receive this notice and to vote at the special meeting and any adjournments or postponements of the special meeting.

A copy of the Agreement and Plan of Merger, which is referred to as the “merger agreement,” is included as Annex A to the accompanying proxy statement. The proxy statement describes the merger agreement and the proposed merger in detail. We urge you to read it carefully. The proxy statement forms a part of this notice.

The board of directors of Cordia unanimously recommends that Cordia stockholders vote “FOR” the proposal to approve the merger agreement, “FOR” the proposal to approve the Merger-Related Executive Compensation and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies to vote in favor of the merger agreement.

Your vote is very important. Your proxy is being solicited by Cordia’s board of directors. The proposal to approve the merger agreement must be approved by the affirmative vote of the holders of two-thirds of the outstanding shares of Cordia voting common stock and the affirmative vote of the holders of two-thirds of the outstanding shares of Cordia non-voting common stock entitled to vote, voting as a separate class. The proposals to approve the Merger-Related Executive Compensation and to adjourn the special meeting must each be approved by a majority of the votes cast by holders of Cordia voting common stock at the special meeting of stockholders. Whether or not you plan to attend the special meeting, please complete and mail the enclosed proxy card in the accompanying envelope, which requires no postage if mailed in the United States. You may revoke your proxy at any time before the special meeting. If you attend the special meeting and vote in person, your proxy vote will not be used.

Under Virginia law, holders of Cordia Bancorp voting common stock are not entitled to dissenters’ rights in connection with the merger. However, if the merger is completed, the holders of record of Cordia Bancorp non-voting common stock who do not vote to approve the merger agreement, and otherwise comply with the applicable provisions of Virginia law pertaining to objecting stockholders, will be entitled to exercise rights of appraisal and obtain payment in cash for the fair value of their shares of Cordia non-voting common stock by following the procedures set forth in detail in this proxy statement. A copy of the section of the Virginia Stock Corporation Act pertaining to objecting stockholders’ rights of appraisal is included as Annex B to this proxy statement.

If you have questions about the merger, or how to submit your proxy, please contact our proxy solicitor Georgeson LLC at [phone].

Midlothian, Virginia

[date], 2016

TABLE OF CONTENTS

SUMMARY TERM SHEET

This summary term sheet, together with the “Questions and Answers About the Merger and the Special Meeting,” highlights selected information in this proxy statement and may not contain all of the information important to you. To understand the merger more fully, you should read this entire document carefully, including the documents attached to this proxy statement.

Parties to the Merger

First-Citizens Bank & Trust Company

FC Merger Subsidiary I, Inc.

4300 Six Forks Road

Raleigh, North Carolina 27609

(919) 716-7000

First-Citizens Bank & Trust Company (“FCB”), an insured, North Carolina-chartered bank, is a wholly-owned bank subsidiary of First Citizens BancShares, Inc. (“BancShares”) and owns 100% of the issued and outstanding shares of FC Merger Subsidiary I, Inc. (“Acquisition Subsidiary”), a North Carolina business corporation. Acquisition Subsidiary is FCB’s acquisition entity established for the purpose of carrying out the merger. FCB currently operates in 20 states through 550 offices and provides a broad range of financial services to individuals, businesses and professionals.

As of March 31, 2016, BancShares had consolidated total assets of $32.2 billion.

Cordia Bancorp Inc.

Bank of Virginia

11730 Hull Street Road

Midlothian, Virginia 23112

(804) 763-1336

Cordia Bancorp Inc. (“Cordia”), a Virginia business corporation and bank holding company, is the parent company and owns 100% of the issued and outstanding shares of Bank of Virginia (“BOV”), a Virginia-chartered bank and member of the Federal Reserve System. Cordia’s primary business is owning all of the capital stock of BOV. BOV provides retail banking services to individuals and commercial customers through six locations in the greater Richmond, Virginia metropolitan area.

As of March 31, 2016, Cordia had consolidated assets of $347.8 million, deposits of $290.0 million and stockholders’ equity of $26.9 million.

Special Meeting of Stockholders (page 14)

A special meeting of Cordia stockholders is scheduled to be held at [location and address] at [time a.m./ p.m.], local time, on [date], 2016. At the special meeting, you will be asked to vote on (i) a proposal to approve the merger agreement among Cordia, BOV, FCB, and Acquisition Subsidiary, (ii) an advisory proposal to approve the Merger-Related Executive Compensation and (iii) a proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the merger agreement.

Only Cordia stockholders of record as of the close of business on June 21, 2016 are entitled to notice of, and to vote at, the Cordia special meeting and any adjournments or postponements of the meeting.

Quorum; Vote Required (page 14)

The presence, in person or by proxy, of a majority of the shares of Cordia voting common stock and a majority of the shares of Cordia non-voting common stock entitled to vote on the merger agreement is necessary to constitute a quorum at the meeting.

Approval of the merger agreement requires the affirmative vote of the holders of two-thirds of the outstanding shares of Cordia voting common stock and the affirmative vote of the holders of two-thirds of the outstanding shares of Cordia non-voting common stock, voting as a separate class. Abstentions from voting and broker non-votes will have the same effect as a vote against the merger proposal.

Approval of the proposals to approve the Merger-Related Executive Compensation and to adjourn the special meeting each require the affirmative vote of a majority of the votes cast by holders of Cordia voting common stock at the special meeting. Abstentions and broker non-votes will have no effect on either of these proposals.

Shares Held by Cordia’s Directors and Officers and BancShares (page 14)

The directors and executive officers of Cordia, as a group, collectively beneficially owned 1,057,054 shares of Cordia voting common stock (excluding shares that may be acquired upon the exercise of stock options), representing 19.6% of the outstanding shares of Cordia common stock, as of June 21, 2016. Our directors, who beneficially own 944,565 shares of Cordia voting common stock, have entered into written agreements to vote their shares in favor of the merger agreement at the special meeting. In addition, entities affiliated with two Cordia directors, Michael Rosinus and David Zlatin, collectively own 491,809 shares of Cordia voting common stock and 1,400,437 shares of Cordia non-voting common stock, which represents all of the outstanding shares of Cordia non-voting common stock.

BancShares beneficially owned 224,926 shares of Cordia voting common stock, representing 4.2% of the outstanding shares of Cordia voting common stock, as of June 21, 2016. BancShares intends to vote its shares of Cordia voting common stock in favor of the merger agreement at the special meeting.

The Merger Agreement (page 40)

The merger of Cordia with and into FCB is governed by a merger agreement. The merger agreement provides that, if all of the conditions set forth in the merger agreement are satisfied or waived, the Acquisition Subsidiary will merge with and into Cordia, with Cordia as the surviving corporation and becoming a wholly-owned subsidiary of FCB. We encourage you to read the merger agreement, which is included as Annex A to this document.

Consideration to be Received in the Merger (page 41)

If the merger is completed, each share of Cordia common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, in cash, an amount equal to $5.15 per share. Shares of Cordia non-voting common stock held by Cordia stockholders who elect to exercise their dissenters’ rights will not be converted into the merger consideration.

Treatment of Stock Options, Restricted Stock and Founders’ Shares (page 41)

As of the effective time of the merger, each outstanding stock option to purchase shares of Cordia voting common stock, whether or not then exercisable, will be converted into the right to receive a cash payment equal to the product of (1) the number of shares of Cordia voting common stock subject to the stock option, multiplied by (2) the amount by which $5.15 exceeds the exercise price of such stock option. If the exercise price per share of any stock option is equal to or greater than $5.15, such stock option will be canceled and the holder will not be entitled to any cash payment in respect thereof.

As of the effective time of the merger, each share of Cordia unvested restricted stock will vest in full and be converted into the right to receive a cash payment equal to $5.15 per share.

As of the effective time of the merger, each share of Cordia voting common stock purchased by certain Cordia directors in connection with the initial capitalization of Cordia and that is subject to vesting (referred to as a “founders’ share” in this proxy statement) will vest in full and be converted into the right to receive a cash payment equal to $5.15 per share.

Cordia’s Reasons for the Merger; Recommendation of the Board of Directors (page 20)

The Cordia board of directors has unanimously approved the merger agreement and the proposed merger. The Cordia board of directors believes that the merger agreement, including the merger contemplated by the merger agreement, is fair to, and in the best interests of, Cordia and its stockholders, and therefore recommends that Cordia stockholders vote “FOR” the proposal to approve the merger agreement, “FOR” the non-binding proposal regarding the Merger-Related Executive Compensation and “FOR” adjournment of the Cordia special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. In reaching this decision, Cordia’s board of directors considered many factors, which are described in the section captioned “Description of the Merger—Cordia’s Reasons for the Merger; Recommendation of the Board of Directors.”

Opinion of Cordia’s Financial Advisor in Connection with the Merger (page 23)

In deciding to approve the merger agreement, Cordia’s board of directors considered the opinion, dated May 19, 2016, of Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”), which served as financial advisor to Cordia’s board of directors, to the effect that, as of such date and subject to procedures followed, assumptions made, matters considered and qualifications and limitations set forth therein, the per share merger consideration is fair to the holders of Cordia common stock from a financial point of view. A copy of this opinion is included as Annex C to this document. You should read the opinion carefully to understand the procedures followed, assumptions made, matters considered and limitations of the review conducted by Sandler O’Neill.

Sandler O’Neill’s opinion speaks only as of the date of the opinion and was necessarily based on financial, economic, market and other conditions as they existed on, and the information made available to Sandler O’Neill as of, that date. The opinion was directed to the board of directors of Cordia and is directed only to the fairness of the per share merger consideration to the holders of Cordia common stock from a financial point of view. It does not address the underlying business decision of Cordia to engage in the merger or any other aspect of the merger and is not a recommendation to any holder of Cordia common stock as to how such stockholder should vote at the special meeting with respect to the merger or any other matter. Sandler O’Neill did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by Cordia’s officers, directors or employees, or class of such persons, if any, relative to the per share consideration to be received by Cordia’s stockholders. For further information, please see the section entitled ‘‘— O pinion of Cordia’s Financial Advisor in Connection with the Merger .’’

Regulatory Matters Relating to the Merger (page 35)

Under the terms of the merger agreement, the merger cannot be completed unless it is first approved by the regulatory authorities having jurisdiction over Cordia, BOV, FCB, and any FCB subsidiaries, including but not limited to the North Carolina Commissioner of Banks, the Virginia Bureau of Financial Institutions, and the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of Richmond, acting upon delegated authority (“Federal Reserve”). Cordia and FCB have agreed to use commercially reasonable efforts to obtain any regulatory approvals required to consummate the merger.

Conditions to Completing the Merger (page 41)

The completion of the merger is subject to the fulfillment of a number of conditions, including:

Terminating the Merger Agreement (page 44)

The merger agreement may be terminated by mutual written consent of FCB, Acquisition Subsidiary, Cordia, and BOV at any time before the completion of the merger. Additionally, subject to conditions and circumstances described in the merger agreement, the merger agreement may be terminated by a party as follows:

Termination Fee (page 45)

Under certain circumstances described in the merger agreement, FCB may demand from Cordia a $1,000,000 termination fee and an expense reimbursement up to an aggregate of $250,000 in connection with the termination of the merger agreement.

Similarly, under certain circumstances described in the merger agreement, Cordia may demand from FCB an expense reimbursement up to an aggregate of $250,000 in connection with the termination of the merger agreement.

Interests of Certain Persons in the Merger that are Different from Yours (page 37)

You should be aware that some of Cordia’s directors and officers may have interests in the merger that are different from, or in addition to, the interests of Cordia’s stockholders generally. These interests include:

Cordia’s board of directors was aware of these interests and took them into account in approving the merger. See “ Interests of Certain Persons in the Merger that are Different from Yours .”

Material United States Federal Income Tax Considerations (page 33)

You will generally recognize a gain (or loss) for federal income tax purposes on each share of Cordia common stock surrendered in an amount equal to the difference between your adjusted tax basis in that share and $5.15 upon completion of the merger. You are strongly urged to consult your own tax advisor for a full understanding of the tax consequences of the merger to you. See “ Description of the Merger—Material United States Federal Income Tax Considerations. ”

Determining the actual tax consequences of the merger to Cordia stockholders can be complicated. Cordia stockholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to each stockholder.

Dissenters’ Rights (page 35)

Under Virginia law, holders of Cordia voting common stock are not entitled to dissenters’ rights. The holders of Cordia’s non-voting common stock, however, may assert dissenters’ rights in connection with the merger and, upon complying with the requirements of the Virginia Stock Corporation Act, receive cash in the amount of the fair value of their shares of non-voting common stock instead of the merger consideration.

A copy of the section of the Virginia Stock Corporation Act pertaining to dissenters’ rights is attached as Annex B to this proxy statement. If you hold shares of Cordia non-voting common stock, you should read the statute carefully and consult with your legal counsel if you intend to exercise these rights.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act). The sections of this proxy statement that contain forward-looking statements include, but are not limited to, “Summary Term Sheet,” “Questions And Answers About the Merger and the Special Meeting,” “Description of the Merger—Background of the Merger” and “Description of the Merger—Cordia’s Reasons for the Merger; Recommendation of the Board of Directors.” You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. These forward looking statements are found at various places throughout this proxy statement and relate to a variety of matters, including, but not limited to, effects on Cordia and/or BOV if the merger is not completed, our expected financial position, future actions and financial performance, overall trends, liquidity and capital needs, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts.

Such forward-looking statements are necessarily estimates reflecting the judgment of our management and are subject to numerous assumptions, risks and uncertainties, which change over time and could cause our actual results to differ materially from those suggested by the forward-looking statements.

These forward-looking statements should, therefore, be considered in light of various important factors set forth from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including those set forth under the heading “ Risk Factors ” in our Current Reports on Form 8-K, Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. In addition to other factors and matters contained in this document, these statements are subject to risks, uncertainties and other factors, including, among others:

The forward-looking statements contained in this proxy statement speak only as of the date the statement is made, and we undertake no obligation to publicly update or revise forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. You are cautioned that our forward-looking statements could be wrong in light of these and other risks, uncertainties and assumptions, which change over time. Actual results, developments and outcomes may differ materially from those expressed in, or implied by, our forward-looking statements.

Information about the SPECIAL MEETING OF Cordia STOCKHOLDERS

Purpose

This proxy statement is being provided to holders of Cordia common stock in connection with the solicitation of proxies by and on behalf of its board of directors to be voted at the special meeting of Cordia stockholders to be held at [location] located at [address] at [time a.m./ p.m.], local time, on [date], 2016, and at any adjournment or postponement of the special meeting.

At the special meeting, Cordia stockholders will be asked to vote upon the following:

Who Can Vote at the Meeting

You are entitled to vote if the records of Cordia showed that you held shares of Cordia common stock as of the close of business on June 21, 2016. As of the close of business on that date, a total of 5,397,768 shares of Cordia voting common stock and 1,400,437 shares of Cordia non-voting common stock were issued and outstanding. Each share of Cordia voting common stock has one vote. Each share of Cordia non-voting common stock has one vote on matters where the Virginia Stock Corporation Act requires that holders of non-voting common stock be entitled to vote. If you are a beneficial owner of shares of Cordia common stock held by a broker, bank or other nominee ( i.e. , in “street name”) and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

We may conduct business at the special meeting only if a majority of the outstanding shares of Cordia common stock entitled to vote is represented in person or by proxy at the meeting. If you return valid proxy instructions, vote via telephone or the Internet or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares of Cordia common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Approval of the merger agreement will require the affirmative vote of the holders of two-thirds of the outstanding shares of Cordia voting common stock and the affirmative vote of the holders of two-thirds of the outstanding shares of Cordia non-voting common stock entitled to vote at the meeting, voting as a separate class. Failure to return a properly executed proxy card, or to vote in person or by telephone or Internet, will have the same effect as a vote against the merger agreement. Broker non-votes and abstentions from voting will have the same effect as voting against the merger agreement.

The affirmative vote of the majority of votes cast by holders of Cordia voting common stock is required to approve both the non-binding proposal regarding the Merger-Related Executive Compensation and the proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies on the proposal to approve the merger agreement. Abstentions and broker non-votes will have no effect on either of these proposals.

Shares Held by Cordia’s Directors and Officers and BancShares

The directors and executive officers of Cordia, as a group, collectively beneficially owned 1,057,054 shares of Cordia common stock (excluding shares that may be acquired upon the exercise of stock options), representing 19.6% of the outstanding shares of Cordia voting common stock, as of June 21, 2016. Our directors, who beneficially own 944,565 shares of Cordia voting common stock, have entered into written agreements to vote their shares in favor of the merger agreement at the special meeting. In addition, entities affiliated with two Cordia directors, Michael Rosinus and David Zlatin, collectively own 491,809 shares of Cordia voting common stock and 1,400,437 shares of Cordia non-voting common stock, which represents all of the outstanding shares of Cordia non-voting common stock.

BancShares beneficially owned 224,926 shares of Cordia voting common stock, representing 4.2% of the outstanding shares of Cordia voting common stock, as of June 21, 2016. BancShares intends to vote its shares of Cordia voting common stock in favor of the merger agreement at the special meeting.

Director’s Support Agreements

In connection with the execution of the merger agreement, all of the directors of Cordia, who collectively own 17.5% of Cordia’s issued and outstanding voting common stock as of June 21, 2016 (excluding shares of common stock issuable pursuant to stock options), entered into director’s support agreements with FCB pursuant to which such individuals, in their capacities as stockholders, have agreed, among other things, to vote their respective Cordia common shares in favor of the approval of the merger agreement and the transactions contemplated thereby. The form of director’s support agreement is included in Annex A as an exhibit to the merger agreement.

Voting and Revocability of Proxies

You may vote at the special meeting in person or by proxy. To ensure your representation at the special meeting, Cordia recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.

Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, or if you vote by telephone or the Internet, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the approval of the merger agreement, the proposal to approve the Merger-Related Executive Compensation and the adjournment proposal. If you are the record holder of your shares of Cordia common stock and submit your proxy without specifying a voting instruction, your shares will be voted “ FOR ” the proposal to approve the merger agreement, “FOR” the approval of the Merger-Related Executive Compensation and “ FOR ” the proposal to adjourn the meeting, if necessary, to permit further solicitation of proxies on the proposal to approve the merger agreement. Cordia’s board of directors unanimously recommends a vote “FOR” approval of the merger agreement, “FOR” the approval of the Merger-Related Executive Compensation and “ FOR ” approval of the proposal to adjourn the meeting if necessary to permit further solicitation of proxies on the proposal to approve the merger agreement.

You may revoke your proxy before it is voted by:

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to:

Cordia stockholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker, bank, or other nominee may allow you to deliver your voting instructions via the telephone or the Internet.

If any matters not described in this document are properly presented at the special meeting, the persons named in the proxy card will use their own judgment to determine how to vote your shares. Cordia does not know of any other matters to be presented at the meeting.

Solicitation of Proxies

This proxy solicitation is made by the board of directors of Cordia. Cordia has paid the cost and expenses incurred in the production of this proxy statement. In addition to this mailing, proxies may be solicited by officers and directors of Cordia in person or by telephone or other means of communication, without additional compensation for such services. Cordia has engaged Georgeson LLC, a proxy solicitation firm, to assist in the solicitation of proxies for a fee of $8,000, plus reimbursement of reasonable out-of-pocket expenses. Cordia will pay the costs associated with the solicitation of proxies for the special meeting.

DESCRIPTION OF THE MERGER

The following summary of the merger agreement is qualified by reference to the complete text of the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement and is incorporated by reference into this proxy statement. You should read the merger agreement completely and carefully as it, rather than this description, is the legal document that governs the merger.

Background of the Merger

Cordia’s management and board of directors have regularly reviewed Cordia’s strategic and financial prospects and have, from time to time, considered various opportunities for increasing long-term value for Cordia’s stockholders. The board of directors has considered, among other things, the difficulty in profitably growing and operating a small community bank under current economic and competitive conditions, including the increased costs of technology and regulatory compliance. The board of directors and management have regularly considered both internal growth strategies and acquisitions or strategic business combinations as a means of achieving economies of scale.

In August 2015, Cordia hired O.R. (Ed) Barham, Jr. to serve as President and Chief Executive Officer of BOV. Mr. Barham previously served as President and Chief Executive Officer of a financial institution headquartered in Charlottesville, Virginia that had been acquired in 2014. In connection with the development of Cordia’s strategic alternatives, Mr. Barham had discussions with representatives of other financial institutions and received inquiries with respect to Cordia’s possible interest in a business combination.

On October 28, 2015, the board of directors held a regular meeting that was attended by a representative of Sandler O’Neill and a representative of Cordia’s legal counsel, Kilpatrick Townsend & Stockton LLP, which we refer to as “Kilpatrick Townsend.” The representative of Kilpatrick Townsend discussed with the directors their fiduciary duties in the context of a change in control transaction, and the representative of Sandler O’Neill discussed with the directors the current mergers and acquisitions market, potential transaction partners for Cordia and the process for soliciting interest in a business combination with Cordia. The Cordia board of directors determined to move forward with soliciting interest in a business combination and delegated responsibility for managing the process to its Special Committee, consisting of directors Jack C. Zoeller, John P. Wright, Peter W. Grieve and Todd S. Thomson. The board of directors also discussed the disposition of BVA’s CordiaGrad student loan origination platform, as several potential transaction partners had expressed to Mr. Barham their lack of interest in that business. The directors discussed various transaction structure alternatives and considered a proposal from Mr. Zoeller to acquire the business. The directors determined to form a committee of disinterested directors to negotiate a transaction with Mr. Zoeller.

On November 5, 2015, the board of directors formally engaged Sandler O’Neill to conduct a comprehensive process designed to identify and solicit qualified potential acquirers of Cordia and its wholly owned subsidiary, BOV. The decision to retain Sandler O’Neill was made by the board of directors after reviewing the qualifications of Sandler O’Neill, Sandler O’Neill’s expertise with respect to the banking industry as a whole and familiarity with the community banking industry, including Cordia, and its reputation in numerous similar transactions, as well as Cordia’s previous experience with Sandler O’Neill.

During November 2015, Sandler O’Neill assisted Cordia with the preparation of a confidential information memorandum regarding a potential business combination transaction involving Cordia and developed a list of potential acquirors for Cordia. Representatives of Sandler O’Neill discussed with the board of directors the criteria used to develop the list of potential acquirers, which the board of directors found to be reasonable. Based on this discussion, representatives of Sandler O’Neill presented a list of 30 financial institutions, which were selected based on geography as well as their capacity to acquire Cordia, to contact regarding a business combination with Cordia.

Beginning in late November 2015, representatives of Sandler O’Neill contacted the financial institutions identified as potential partners for a business combination with Cordia. Of the 30 institutions contacted by representatives of Sandler O’Neill, 15 executed nondisclosure agreements and received the confidential information memorandum regarding the potential acquisition of Cordia and access to an electronic data room that contained extensive information with respect to Cordia’s assets and operations. In consultation with the board of directors, representatives of Sandler O’Neill requested that interested institutions submit indication of interest letters regarding a proposed business combination with Cordia by December 21, 2015. During this process of soliciting indication of interest letters from potentially interested parties, management regularly updated the Special Committee for the purpose of monitoring and supervising the process.

On December 21, 2015, Cordia received nonbinding preliminary indication of interest letters from four financial institutions (referred to in this proxy statement as Company A, Company B, Company C and Company D). Company A’s nonbinding preliminary indication of interest letter reflected consideration of approximately $5.00 per share of Cordia common stock, consisting of 65% stock consideration and 35% cash consideration. Company B’s nonbinding preliminary indication of interest letter reflected consideration of $4.32 per share of Cordia common stock, consisting of 75% stock consideration and 25% cash consideration with a fixed exchange ratio for the stock consideration. Company C’s nonbinding preliminary indication of interest letter reflected consideration of $5.25 to $5.75 per share of Cordia common stock, consisting of 75% stock consideration and 25% cash consideration with a fixed exchange ratio for the stock consideration. Company D’s nonbinding preliminary indication of interest letter reflected consideration of $4.50 per share of Cordia common stock, consisting of 70% stock consideration and 30% cash consideration (with a fixed exchange ratio for the stock consideration).

On December 22, 2015, the Special Committee met telephonically with a representative of Sandler O’Neill to receive the results of the solicitation of indications of interest.

On December 29, 2015, the Special Committee met telephonically with representatives of Sandler O’Neill and Kilpatrick Townsend to discuss the four proposals. After review of the proposals and pro forma analysis with respect to each possible transaction, the Special Committee determined to recommend to the full board of directors that Cordia continue discussions with Company A, Company C and Company D.

On December 29, 2015, following the meeting of the Special Committee, the Cordia board of directors met telephonically with representatives of Sandler O’Neill and Kilpatrick Townsend. Following its review and consideration of each preliminary indication of interest letter and consideration of the Special Committee’s recommendation, the board of directors requested that Company A revise its bid to remove the exclusivity provision included in its indication of interest letter and requested that Company C revise its bid to allow for a floating, as opposed to fixed, exchange ratio.

On January 6, 2016, Company A and Company C each submitted revised nonbinding indication of interest letters reflecting the revisions requested by the board of directors and, following the receipt of the updated indication of interest letters, Cordia continued to engage in discussions with Company A, Company C and Company D regarding a proposed business combination transaction.

Over the next several weeks, representatives of Cordia met with representatives of Company A, Company C, and Company D either in person or telephonically, and responded to requests for additional due diligence. During this period, Mr. Barham kept the Special Committee apprised of these communications. Also during this period, Cordia continued to negotiate the sale of its CordiaGrad student loan origination platform to Jack Zoeller, the former President and Chief Executive Officer of Cordia and BOV.

On January 15, 2016, Company A sent a letter to Cordia expressing its continued interest in a potential business combination but requesting to postpone continued discussions until BOV had completed the sale of its CordiaGrad student loan origination platform and consummated the sale of certain student loans held by BOV. Company C also expressed its interest in the terms of the CordiaGrad sale.

On February 3, 2016, the Chief Executive Officer of Company D informed Mr. Barham that it had begun due diligence on another acquisition opportunity but that it remained interested in a business combination with Cordia if Cordia could commit to a pursuing a transaction with Company D by March 1.

On February 4, 2106, Company C informed Sandler O’Neill that it was lowering its offer to a range of $4.25 to $4.75. Mr. Barham informed the Special Committee of both events via email.

On February 11 and 12, 2016, the Special Committee met telephonically to review an updated 2016 budget for Cordia that reflected the sale of CordiaGrad. The Committee discussed the earnings projections used to generate the budget and the potential impact of the recapture of Cordia’s deferred tax asset. After the Special Committee approved the revised budget, representatives of Sandler O’Neill provided it to Company A and Company C.

Over the following week, discussions continued with Company A, Company C and Company D and Mr. Barham provided Cordia’s updated 2016 budget to Company D.

On February 18, 2016, the Special Committee held a meeting attended by Mr. Barham and representatives of Sandler O’Neill and Kilpatrick Townsend. The Special Committee discussed the current status of discussions with Company A, Company C and Company D and determined to focus on a transaction with Company A, since at that time its proposal had the highest indicated value, and to inform Company D that it should pursue other opportunities, since the pro forma capital levels of the combined organization created some doubt about the ability to obtain regulatory approval for the transaction.

On February 24, 2016, Company A sent a letter to Cordia again expressing its continued interest in a potential business combination pending Cordia’s sale of the CordiaGrad student loan origination platform and certain BOV student loans on terms satisfactory to Company A.

On March 1, 2016, Cordia and BOV entered into a stock purchase agreement with Mr. Zoeller pursuant to which BOV transferred certain marketing agreements, internet domains, and intellectual property relating to its CordiaGrad student loan origination platform to a newly formed subsidiary, which it then sold to Mr. Zoeller. Subsequently, on March 28, 2016, Cordia and BOV completed the sale of $23.6 million of BOV student loans to a third party financial institution.

Following Cordia’s completion of the CordiaGrad divestiture, management and the board of directors resumed discussions with Company A regarding a potential business combination. Discussions between representatives of Cordia and Company A continued throughout March.

On March 12, 2016, the President and Chief Executive Officer of Company B contacted Mr. Barham to express a renewed interest in a business combination with Cordia and on March 15, 2016, Mr. Barham met with the President and Chief Executive Officer of Company B to discuss the terms of a possible transaction.

On March 23, 2016, the Special Committee held a meeting attended by a representative of Sandler O’Neill and the other directors to update the directors on the status of the committee’s efforts to secure a transaction.

On March 25, 2016, Company B submitted a revised nonbinding indication of interest letter that reflected consideration of $4.75 to $5.00 per share of Cordia common stock, consisting of all stock consideration with a floating exchange ratio, subject to upper and lower limits.

On March 29, 2016, the Special Committee held a meeting attended by a representative of Sandler O’Neill at which the committee discussed the updated indication of interest from Company B and the anticipated proposal from Company A. The Special Committee agreed to allow Company B access to Cordia’s electronic data room so that Company B could complete its due diligence and determined to fix a date by which final indications of interest from Company A and Company B would be due.

On March 23, 2016, while engaged in routine strategic planning discussions with representatives of Sandler O’Neill, FCB expressed an interest in a business combination transaction with Cordia after being informed of Cordia’s efforts to find a partner for such a transaction. On March 25, 2016, Sandler O’Neill provided FCB with a confidentiality agreement and, over the next several days, Cordia and its legal counsel negotiated the terms of the confidentiality agreement with FCB. The confidentiality agreement was executed on March 30, 2016 and, upon execution of the confidentiality agreement, FCB was provided access to Cordia’s electronic data room.

On April 7, 2016, Company A informed Sandler O’Neill that it was withdrawing from the process and would not be submitting an updated proposal. Representatives of Cordia and Company A held further discussions on April 8, 2016, following which Company A reaffirmed its decision to withdraw from the process.

On April 13, 2016, FCB submitted a nonbinding indication of interest letter that reflected all-cash consideration of $5.07 per share of Cordia common stock and Company B submitted a revised nonbinding indication of interest letter that reflected consideration of $4.79 per share of Cordia common stock, consisting of all stock consideration with a fixed exchange ratio.

On April 18, 2016, the Special Committee held a meeting attended by a representative of Sandler O’Neill to review the proposals from FCB and Company B.

On April 20, 2016, the board of directors held a special meeting attended by representatives of Sandler O’Neill and Kilpatrick Townsend to discuss the nonbinding indication of interest letters received on April 13, 2016. At that meeting, the board met with representatives of Company B to discuss Company B’s recent history, business and strategic plan. A representative of Sandler O’Neill then reviewed with the board of directors pro forma capital levels, key financial metrics and other information with respect to each of the potential acquirers, as well as projections for Cordia if it chose to remain independent. Following this review, and upon further discussion, the board of directors unanimously authorized Cordia’s management to continue negotiations towards a business combination with FCB.

Over the following weeks, Cordia provided supplemental due diligence materials to FCB. On May 6, 2016, FCB and its legal advisor provided Cordia and Kilpatrick Townsend with an initial draft merger agreement for the proposed transaction. Over the next two weeks, the parties and their respective legal advisors negotiated the terms of the definitive merger agreement and ancillary documents. In connection with the negotiation of the definitive merger agreement, FCB agreed to increase its offered merger consideration from $5.07 per share to $5.15 per share.

On May 19, 2016, the board of directors of Cordia also met to review presentations by Kilpatrick Townsend and Sandler O’Neill. Kilpatrick Townsend reviewed in detail the merger agreement and all related documents, including the voting agreement that would have to be executed by the directors and certain officers of Cordia, copies of which were delivered to each director before the date of the meeting. Representatives of Sandler O’Neill reviewed with the directors financial and corporate information on FCB and Cordia, Cordia’s historical valuation and performance, and valuation methodologies and analyses of the consideration offered by FCB. Following the presentation, the board of directors engaged in discussions about the proposed transaction, the proposed merger agreement and other transaction documents and the effect of the transaction on Cordia’s stockholders, as well as the customers and employees of BOV. Also at this meeting, representatives of Sandler O’Neill reviewed with the board of directors its financial analyses of the merger consideration and delivered to the board of directors Sandler O’Neill’s oral opinion, which was subsequently confirmed in writing on May 19, 2016, to the effect that, as of such date and subject to the various assumptions and limitations described in its opinion, the per share merger consideration offered by FCB was fair, from a financial point of view, to the holders of Cordia common stock. Members of the board of directors asked questions of Cordia’s legal advisors and representatives of Sandler O’Neill about the proposed transaction and their fiduciary duties to the stockholders of Cordia. After giving consideration to the other factors described under “—Cordia’s Reasons for the Merger,” the members of the board of directors of Cordia unanimously voted to approve the merger agreement.

Cordia and FCB executed the merger agreement on May 19, 2016 and, before the financial markets opened on May 20, 2016, issued a joint press release announcing the execution of the merger agreement and the terms of the merger.

Cordia’s Reasons for the Merger; Recommendation of the Board of Directors

In reaching the conclusion that the merger agreement is in the best interests of and advisable for Cordia and its stockholders, and in approving the merger agreement, the board of directors of Cordia consulted with senior management, its legal counsel and its financial advisor and considered a number of factors including, among other things, the following, which are not presented in order of priority:

The Cordia board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

The foregoing discussion of the information and factors considered by the Cordia board of directors is not intended to be exhaustive, but includes the material factors considered by the Cordia board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Cordia board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Cordia board of directors considered all these factors as a whole, including discussions with, and questioning of, Cordia’s management and Cordia’s independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

Cordia’s board of directors unanimously recommends that Cordia’s stockholders vote “FOR” the adoption of the merger proposal, “FOR” the Merger-Related Executive Compensation proposal and “FOR” the adjournment proposal. Cordia stockholders should be aware that Cordia’s directors and executive officers have interests in the merger that are different from, or in addition to, those of other Cordia stockholders. The Cordia board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, and in recommending that the merger proposal be approved by the stockholders of Cordia. See “ Interests of Certain Persons in the Merger that are Different from Yours .”

This summary of the reasoning of Cordia’s board of directors and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “ Cautionary Note Regarding Forward-Looking Statements .”

Opinion of Cordia’s Financial Advisor in Connection with the Merger

By letter dated November 5, 2015, Cordia retained Sandler O’Neill to act as financial advisor to Cordia’s board of directors in connection with Cordia’s consideration of a possible business combination. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Sandler O’Neill acted as financial advisor in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the May 19, 2016 meeting at which Cordia’s board of directors considered and discussed the terms of the merger agreement and the merger, Sandler O’Neill delivered to Cordia’s board of directors its oral opinion, which was subsequently confirmed in writing on May 19, 2016, to the effect that, as of such date, the per share merger consideration was fair to the holders of Cordia common stock from a financial point of view . The full text of Sandler O’Neill’s opinion is attached as Annex C to this proxy statement. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Cordia common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to Cordia’s board of directors in connection with its consideration of the merger and is directed only to the fairness, from a financial point of view, of the per share merger consideration to the holders of Cordia common stock. Sandler O’Neill’s opinion does not constitute a recommendation to any holder of Cordia common stock as to how such holder of Cordia common stock should vote with respect to the merger or any other matter. It does not address the underlying business decision of Cordia to engage in the merger or any other aspect of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Cordia or the effect of any other transaction in which Cordia might engage. Sandler O’Neill did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by Cordia’s officers, directors, or employees, or class of such persons, if any, relative to the per share merger consideration to be received by Cordia’s common stockholders. Sandler O’Neill’s opinion was approved by Sandler O’Neill’s fairness opinion committee.

In connection with rendering its opinion, Sandler O’Neill reviewed, among other things:

Sandler O’Neill also discussed with certain members of the senior management of Cordia the business, financial condition, results of operations and prospects of Cordia and held similar discussions with certain members of the senior management of FCB regarding the business, financial condition, results of operations and prospects of FCB.

In performing its review, Sandler O’Neill relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Sandler O’Neill from public sources, that was provided to Sandler O’Neill by Cordia or FCB or their respective representatives or that was otherwise reviewed by Sandler O’Neill and Sandler O’Neill assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Sandler O’Neill relied on the assurances of the respective managements of Cordia and FCB that they were not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Sandler O’Neill was not asked to and did not undertake an independent verification of any of such information and Sandler O’Neill did not assume any responsibility or liability for the accuracy or completeness thereof. Sandler O’Neill did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Cordia or FCB or any of their respective affiliates or subsidiaries, nor was Sandler O’Neill furnished with any such evaluations or appraisals. Sandler O’Neill rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Cordia or FCB or any of their respective affiliates or subsidiaries. Sandler O’Neill did not make an independent evaluation of the adequacy of the allowance for loan losses of Cordia or FCB, or the combined entity after the merger and did not review any individual credit files relating to Cordia or FCB. Sandler O’Neill assumed, with Cordia’s consent, that the respective allowances for loan losses for both Cordia and FCB were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Sandler O’Neill used internal financial projections for Cordia for the years ending December 31, 2016 through December 31, 2020, as provided by the senior management of Cordia. Sandler O’Neill also received from FCB and used in its pro forma analyses certain assumptions relating to estimated transaction expenses, as well as the recognition of a deferred tax asset, and Sandler O’Neill prepared projections of Bancshares’ future performance which were reviewed with the senior management of FCB. With respect to Cordia’s financial projections and estimates, the senior management of Cordia confirmed to Sandler O’Neill that those projections and estimates reflected its best currently available projections and estimates of the future financial performance of Cordia and Sandler O’Neill assumed that such performance would be achieved. Sandler O’Neill expressed no opinion as to such projections or estimates, or the assumptions on which they were based. Sandler O’Neill assumed that there had been no material change in Cordia’s or BancShares’ assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to Sandler O’Neill. Sandler O’Neill assumed in all respects material to its analysis that Cordia and FCB, and their respective affiliates and subsidiaries, would remain as going concerns for all periods relevant to its analyses.

Sandler O’Neill also assumed, with Cordia’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Cordia, FCB or the merger or any related transaction, and (iii) the merger and any related transaction would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Cordia’s consent, Sandler O’Neill relied upon the advice that Cordia received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement.

Sandler O’Neill’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Sandler O’Neill as of, the date thereof. Events occurring after the date thereof could materially affect Sandler O’Neill’s opinion. Sandler O’Neill has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof.

In rendering its opinion, Sandler O’Neill performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Sandler O’Neill’s opinion or the presentation made by Sandler O’Neill to Cordia’s board of directors, but is a summary of the material analyses performed and presented by Sandler O’Neill. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O’Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Sandler O’Neill’s comparative analyses described below is identical to Cordia or FCB and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of Cordia and FCB and the companies to which they were compared. In arriving at its opinion, Sandler O’Neill did not attribute any particular weight to any analysis or factor that it considered. Rather, Sandler O’Neill made qualitative judgments as to the significance and relevance of each analysis and factor. Sandler O’Neill did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Sandler O’Neill made its determination as to the fairness of the per share merger consideration on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Sandler O’Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Cordia, FCB and Sandler O’Neill. The analyses performed by Sandler O’Neill are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Sandler O’Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Cordia’s board of directors at its May 19, 2016, meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O’Neill’s analyses do not necessarily reflect the value of Cordia’s common stock or the price at which Cordia common stock may be sold at any time. The analyses of Sandler O’Neill and its opinion were among a number of factors taken into consideration by Cordia’s board of directors in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of Cordia’s board of directors or management with respect to the fairness of the merger.

Summary of Proposed Merger Consideration and Implied Transaction Metrics. Sandler O’Neill reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, upon the effective time of the merger, each share of Cordia common stock issued and outstanding immediately prior to the effective time of the merger, except for certain shares of Cordia common stock as specified in the merger agreement, shall become and be exchanged for and converted into the right to receive, without interest, cash in the amount of $5.15 per share. Sandler O’Neill calculated an aggregate implied transaction value of approximately $37.12 million. Based upon financial information for Cordia as or for the twelve months ended March 31, 2016, Sandler O’Neill calculated the following implied transaction metrics:

Stock Trading History. Sandler O’Neill reviewed the history of the publicly reported trading price of Cordia common stock for the three-year period ended May 17, 2016. Sandler O’Neill then compared the relationship between the movements in the price of Cordia common stock to movements in its peer group (as described below) as well as certain stock indices.

Comparable Company Analyses. Sandler O’Neill used publicly available information to compare selected financial information for Cordia with a group of financial institutions selected by Sandler O’Neill. The Cordia peer group consisted of thirteen banks and thrifts headquartered in Virginia, Maryland, District of Columbia, North Carolina, South Carolina, Tennessee, Kentucky and West Virginia whose securities are publicly traded with assets between $200 million and $700 million and non-performing assets to total assets less than 2.00%, excluding targets of announced transactions (the “Cordia Peer Group”). The Cordia Peer Group consisted of the following companies:

The analysis compared publicly available financial information for Cordia with the corresponding data for the Cordia Peer Group as of or for the twelve months ended March 31, 2016 (unless otherwise noted), with pricing data as of May 17, 2016. The table below sets forth the data for Cordia and the median, mean, high and low data for the Cordia Peer Group.

Note : Financial data for Calvin B. Taylor Bankshares, Inc., National Capital Bank of Washington, HFB Financial Corporation, Paragon Financial Solutions, Inc., Damascus Community Bank and Farmers Bank of Appomattox is as of or for the period ending December 31, 2015.

Analysis of Selected Merger Transactions. Sandler O’Neill reviewed two groups of recent merger and acquisition transactions consisting of a nationwide group as well as a regional group. The nationwide group consisted of nationwide bank and thrift transactions announced between January 1, 2014 and May 17, 2016 with announced deal values, involving targets with tangible common equity to tangible assets greater than 0.0%, last twelve months return on average assets equal to or less than 0.30% and total assets at announcement between $200 million and $600 million (the “Nationwide Precedent Transactions”). The regional group consisted of bank and thrift transactions where targets were headquartered in the District of Columbia, Virginia and North Carolina, announced between January 1, 2014 through May 17, 2016 with announced deal values, involving targets with assets at announcement less than $750 million and non-performing assets to assets less than 5.00% (the “Regional Precedent Transactions”).

The Nationwide Precedent Transactions group was composed of the following twenty transactions:

Using the latest publicly available information prior to the announcement of the relevant transaction, Sandler O’Neill reviewed the following transaction metrics: transaction price to last twelve months earnings, transaction price to tangible book value per share, core deposit premium, and one-day market premium. Sandler O’Neill compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

The Regional Precedent Transactions group was composed of the following ten transactions:

Using the latest publicly available information prior to the announcement of the relevant transaction, Sandler O’Neill reviewed the following transaction metrics: transaction price to last twelve month earnings, transaction price to tangible book value per share, core deposit premium, and one-day market premium. Sandler O’Neill compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Regional Precedent Transactions group.

Net Present Value Analyses. Sandler O’Neill performed an analysis that estimated the net present value per share of Cordia common stock assuming Cordia performed in accordance with internal financial projections for Cordia for the years ending December 31, 2016 through December 31, 2020, as provided by the senior management of Cordia. To approximate the terminal value of Cordia common stock at December 31, 2020, Sandler O’Neill applied price to 2020 earnings multiples ranging from 10.0x to 20.0x and multiples of December 31, 2020 tangible book value ranging from 75% to 125%. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 16.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Cordia common stock. As illustrated in the following tables, the analyses indicated an imputed range of values per share of Cordia common stock of $1.90 to $4.96 when applying multiples of earnings and $2.27 to $4.93 when applying multiples of tangible book value.

Sandler O’Neill also considered and discussed with the Cordia board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to net income. To illustrate this impact, Sandler O’Neill performed a similar analysis assuming Cordia’s net income varied from 25% above projections to 25% below projections. This analysis resulted in the following range of per share values for Cordia common stock, applying the price to 2020 earnings multiples range of 10.0x to 20.0x referred to above and a discount rate of 13.99%.

Pro Forma Results and Capital Ratios. Sandler O’Neill analyzed certain potential pro forma effects of the merger on BancShares’s capital ratios given certain assumptions relating to estimated transaction expenses, adjustments to Cordia’s common equity as of March 31, 2016 through the anticipated closing of the merger, as well as financial projections for BancShares for the quarter ending September 30, 2016 and the recognition of a deferred tax asset, as reviewed with the senior management of FCB. The analyses indicated that as of September 30, 2016, the merger would maintain BancShares’ regulatory capital ratios in excess of the regulatory guidelines for “well-capitalized” status. In connection with its pro forma analyses, Sandler O’Neill considered and discussed with the Cordia board of directors how the results thereof are not necessarily indicative of actual values or future results. The actual results achieved by the combined company may vary from projected results and the variations may be material.

Sandler O’Neill’s Relationship. Sandler O’Neill is acting as financial advisor to the board of directors of Cordia in connection with the merger and Cordia has agreed to pay Sandler O’Neill a transaction fee in an amount equal to 1.50% of the aggregate merger consideration, which fee will become due and payable upon the closing of the merger. Sandler O’Neill also received a fee in an amount equal to $200,000 upon Sandler O’Neill rendering its fairness opinion, which opinion fee will be credited in full towards the transaction fee becoming payable to Sandler O’Neill upon the closing of the merger. Cordia has also agreed to indemnify Sandler O’Neill against certain liabilities arising out of its engagement and to reimburse Sandler O’Neill for certain of its out-of-pocket expenses incurred in connection with the engagement.

As Sandler O’Neill previously advised Cordia, Sandler O’Neill provided investment banking services to BancShares in the two years preceding the date of its opinion for which Sandler O’Neill received fees. In addition, in the ordinary course of Sandler O’Neill’s business as a broker-dealer, Sandler O’Neill may purchase securities from and sell securities to Cordia, FCB and their respective affiliates. Sandler O’Neill may also actively trade the equity and debt securities of Cordia, BancShares and their respective affiliates for its own account and for the accounts of its customers.

Certain Cordia Unaudited Prospective Financial Information . Cordia does not as a matter of course make public projections as to future performance due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. However, Cordia is including in this proxy statement certain limited unaudited financial information, without giving effect to the merger, that was discussed with Cordia’s financial advisor in connection with the merger.

Specifically, for purposes of the financial analyses performed in connection with Sandler O'Neill's opinion, Cordia discussed with Sandler O’Neill and Sandler O’Neill used, internally prepared estimates of Cordia’s earnings per share for 2016 and 2017. For purposes of these financial analyses, Cordia management also provided to and discussed with Sandler O’Neill an estimated balance sheet growth rate of 8.0% per year for 2017, 2018, 2019 and 2020. Based on discussions with Cordia management, Sandler O’Neill assumed Cordia would continue not to declare dividends through the end of 2020. Taking into account these earnings per share and dividend estimates, estimated tangible book value per share for Cordia at December 31, 2016, 2017, 2018, 2019 and 2020 were also extrapolated from Cordia’s historical tangible book value per share at March 31, 2016 for purposes of the financial analyses performed in connection with Sandler O’Neill’s opinion. The following table assumes the recapture of the Company’s $6.7 million deferred tax asset and presents unaudited prospective earnings per share and unaudited prospective tangible book value per share estimates at December 31, 2016, 2017, 2018, 2019 and 2020, as described above.

The extrapolated unaudited prospective financial information included above for Cordia was calculated solely for purposes of the financial analyses performed in connection with Sandler O'Neill's opinion. The inclusion of any unaudited prospective financial information for Cordia should not be regarded as an indication that any of Cordia, Sandler O'Neill, their respective representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such. This information was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to Cordia’s business, which are difficult to predict and many of which are beyond Cordia’s control.

The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Cordia cannot give assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth above, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Cordia’s business, industry performance, general business and economic conditions, customer requirements, competition and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, please see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Cordia’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The prospective financial information with respect to Cordia included in this proxy statement has been provided by Cordia’s management.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Cordia cannot give assurance that, had the unaudited prospective financial information been prepared either as of the date of the merger agreement or as of the date of this proxy statement, similar estimates and assumptions would be used. Cordia does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The unaudited prospective financial information does not take into account the possible financial and other effects on Cordia of the merger. The unaudited prospective financial information does not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the effect on Cordia of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the unaudited prospective financial information does not take into account the effect on Cordia of any possible failure of the merger to occur. None of Cordia, Sandler O’Neill or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any stockholder of Cordia or other person regarding Cordia’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the forecasted results will be achieved. The inclusion of the unaudited prospective financial information herein should not be deemed an admission or representation by Cordia, Sandler O’Neill or any other person that it is viewed as material information of Cordia, particularly in light of the inherent risks and uncertainties associated with such forecasts. The unaudited prospective financial information included above is not being included to influence your decision whether to vote in favor of the merger proposal or any other proposal to be considered at the special meeting, but is being provided solely because it was made available to Cordia’s financial advisor in connection with the merger.

In light of the foregoing, and considering that the special meeting will be held several months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Cordia stockholders are cautioned not to place unwarranted reliance on such information, and Cordia urges its stockholders to review its most recent SEC filings for a description of its reported financial results. See "Where You Can Find More Information."

Surrender of Stock Certificates

After the completion of the merger, the exchange agent will mail to Cordia stockholders a letter of transmittal, together with instructions for the exchange of their Cordia stock certificates for the merger consideration. After the completion of the merger, there will be no further transfers of Cordia common stock. Cordia stock certificates presented for transfer after the completion of the merger will be cancelled and exchanged for the merger consideration.

If your Cordia stock certificates have been lost, stolen or destroyed, you will have to prove your ownership of these certificates, that they were lost, stolen or destroyed, and post a bond in such amount as the exchange agent may direct before you receive any consideration for your shares. The letter of transmittal will include instructions on how to provide evidence of ownership.

Please do not send your Cordia stock certificates at this time.

Material United States Federal Income Tax Considerations

General . The following summary is a general discussion of the material U.S. federal income tax consequences to holders of our common stock whose shares of common stock are converted into the right to receive cash in the merger. This summary is based on the current provisions of the Internal Revenue Code of 1986, as amended, or the “Code,” applicable Treasury Regulations, judicial authority, and administrative rulings, all of which are subject to change, possibly with retroactive effect. Any such change could alter the tax consequences to Cordia stockholders as described herein. No ruling from the Internal Revenue Service, or the IRS, has been or will be sought with respect to any aspect of the merger. This summary is for the general information of Cordia stockholders only and does not purport to be a complete analysis of all potential tax effects of the merger. For example, it does not consider the effect of any applicable state, local, or foreign income tax laws, or of any non-income tax laws. In addition, this discussion does not address the tax consequences of transactions effectuated prior to or after the completion of the merger (whether or not such transactions occur in connection with the merger), including, without limitation, the acquisition or disposition of shares of common stock other than pursuant to the merger. Furthermore, this summary only applies to Cordia stockholders that hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, it does not address all aspects of U.S. federal income taxation that may affect particular Cordia stockholders in light of their particular circumstances, including Cordia stockholders:

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner and on the activities of the partner and the partnership. We encourage partners of partnerships holding our common stock to consult their own tax advisors.

For purposes of this summary, a “U.S. Holder” is a Cordia stockholder that is, for U.S. federal income tax purposes:

Payments with Respect to Common Stock. The conversion of our common stock into the right to receive cash in the merger will be a taxable transaction for U.S. federal income tax purposes. Generally, this means that each U.S. Holder will recognize capital gain or loss, if any, equal to the difference between the amount of cash received by such U.S. Holder in the merger and the U.S. Holder’s adjusted tax basis in its shares of common stock (generally the purchase price paid by the U.S. Holder to acquire such shares of common stock). For this purpose, U.S. Holders who acquired different blocks of shares of common stock at different times for different prices must calculate gain or loss separately for each identifiable block of shares of common stock surrendered in the merger. Any such capital gain or loss will be long-term capital gain or loss if the holding period for the shares of common stock exceeds one year as of the date of the completion of the merger. For non-corporate U.S. Holders, short-term capital gains are taxable at the ordinary income tax rate of up to 39.6% and long-term capital gains generally are taxable at a reduced rate (either 20% for individuals in the 39.6% income tax bracket or up to 15% for other individuals). The deductibility of capital losses is subject to certain limitations. Certain U.S. Holders may be subject to an additional 3.8% tax on “net investment income,” which generally includes capital gains from the sale of stock.

Backup Withholding Tax. U.S. Holders may be subject to “backup withholding” at a rate of 28% with respect to the cash received in the merger for the U.S. Holder’s shares of common stock. Backup withholding will generally not apply, however, to a U.S. Holder who furnishes the exchange agent with a correct taxpayer identification number on Form W-9 (and who does not subsequently become subject to backup withholding) or who otherwise establishes a basis for exemption from backup withholding (such as a corporation). Each U.S. Holder should complete and sign an IRS Form W-9 in order to provide the information and certification necessary to avoid the imposition of backup withholding, unless an exemption applies and is established in a manner satisfactory to the exchange agent. Backup withholding is not an additional tax and any amounts withheld from payments to a U.S. Holder under the backup withholding rules generally will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the U.S. Holder furnishes the required information to the IRS. U.S. Holders who fail to provide the correct taxpayer identification numbers and the appropriate certifications, or to establish an exemption as described above, will be subject to backup withholding on cash they receive in the merger and may be subject to a penalty imposed by the IRS. If the exchange agent withholds on a payment to a U.S. Holder and the withholding results in an overpayment of taxes by that U.S. Holder, a refund may be obtained from the IRS, provided that the U.S. Holder furnishes the required information to the IRS.

Because your individual circumstances may differ, we encourage you to consult with your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the merger arising under the federal estate or gift tax rules or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

Regulatory Matters Relating to the Merger

Cordia and FCB must receive regulatory approval or similar clearance from the North Carolina Commissioner of Banks, the Virginia Bureau of Financial Institutions, the Federal Deposit Insurance Corporation, and the Federal Reserve, or waivers of their approval requirements, as a condition to closing the merger. Cordia, BOV, and FCB will use commercially reasonable efforts to obtain any regulatory approvals required to consummate the merger. As of the date of this document, neither Cordia nor FCB has received the required regulatory approvals, but we do not know of any reason why Cordia and FCB would not be able to obtain these approvals in a timely manner. Cordia and FCB have submitted applications to the FDIC, the North Carolina Commissioner of Banks, and the Virginia Bureau of Financial Institutions, and has been granted an application waiver from the Federal Reserve.

The merger cannot proceed in the absence of the requisite regulatory approvals. See “The Merger Agreement—Conditions to Completing the Merger” and “—Terminating the Merger Agreement.” There can be no assurance that the requisite regulatory approvals will be obtained, and if obtained, there can be no assurance as to the date of any approval. There can also be no assurance that any regulatory approvals will not contain a condition or requirement that causes the approvals to fail to satisfy the condition set forth in the merger agreement and described under “The Merger Agreement—Conditions to Completing the Merger.”

Dissenters’ Rights

General. Under Virginia law, holders of Cordia Bancorp voting common stock are not entitled to dissenters’ rights in connection with the merger. However, if the merger is completed, the holders of record of Cordia Bancorp non-voting common stock who do not vote to approve the merger agreement, and otherwise comply with the applicable provisions of Virginia law pertaining to objecting stockholders, will be entitled to exercise rights of appraisal and obtain payment in cash for the fair value of their shares of Cordia non-voting common stock.

Dissenters’ rights with respect to Cordia’s non-voting common stock are governed by the Virginia Stock Corporation Act (“VSCA”). Holders of Cordia’s non-voting common stock have the right to dissent from the merger and to obtain payment of the fair value of their shares of non-voting common stock in the event the merger is consummated. Strict compliance with the dissent procedures is mandatory. Subject to the terms of the merger agreement, the parties could elect to terminate the merger agreement even if it is approved by the Cordia stockholders, thus terminating dissenters’ rights available to holders of Cordia’s non-voting common stock.

Cordia urges any holder of Cordia non-voting common stock who contemplates exercising his, her or its right to dissent to read carefully the dissenters’ rights provisions of the VSCA, which are attached to this proxy statement as Annex B . A more detailed discussion of the provisions of the statute is included below. This discussion describes the steps that each holder of Cordia non-voting common stock must take to exercise his, her or its right to dissent. Each holder of Cordia non-voting common stock who wishes to dissent should read both the summary and the full text of the law. Cordia cannot give any holder of Cordia non-voting common stock legal advice. To completely understand this law, each holder of Cordia non-voting common stock may want, and Cordia encourages any holder of Cordia non-voting common stock seeking to dissent, to consult with his, her or its legal counsel. Any holder of Cordia non-voting common stock who wishes to dissent should not send in a signed proxy unless he, she or it marks his, her or its proxy to vote against the merger, or marks his, her or its proxy to abstain with respect to the merger, or such holder of Cordia non-voting common stock will lose the right to dissent.

If you desire to submit the written objection required by the VSCA prior to the Cordia special meeting, send or deliver such objection to Cordia Bancorp Inc., John P. Wright, Corporate Secretary, 11730 Hull Street Road, Midlothian, Virginia 23112. Cordia urges any holder of Cordia non-voting common stock who wishes to dissent to act carefully. Cordia cannot and does not accept the risk of late or undelivered written objections. If a dissenting stockholder’s written objection is not timely received by Cordia prior to or at the Cordia special meeting, then he, she or it will not be entitled to exercise his, her or its dissenters’ rights. Holders of Cordia non-voting common stock bear the risk of non-delivery and of untimely delivery.

Summary of the VSCA—Dissenters’ Rights . The following is a summary of the procedures that a holder of Cordia non-voting common stock must follow under the VSCA to dissent from the proposed merger and to perfect his, her or its dissenters’ rights and receive cash if the merger is completed. This summary is qualified in its entirety by reference to the dissenters’ rights provisions of the VSCA, which are reprinted in full as Annex B to this proxy statement. Annex B should be reviewed carefully by any holder of Cordia non-voting common stock who wishes to perfect his, her or its dissenters’ rights. Failure to strictly comply with the procedures set forth in the VSCA will, by law, result in the loss of dissenters’ rights. It may be prudent for a holder of Cordia non-voting common stock considering whether to dissent to obtain legal counsel.

If the proposed merger of Cordia with and into FCB is completed, any holder of Cordia non-voting common stock who has properly perfected his, her or its statutory dissenters’ rights in accordance with the VSCA has the right to obtain, in cash, payment of the fair value of such stockholder’s shares of Cordia non-voting common stock.

To exercise dissenters’ rights under the VSCA and be entitled to appraisal and payment of the fair value of his, her or its shares, a holder of Cordia non-voting common stock must:

A holder of record of Cordia non-voting common stock who fails to satisfy these requirements is not entitled to payment for his her or its shares of Cordia non-voting common stock under the VSCA. In addition, any stockholder who returns a signed proxy but fails to provide instructions as to the manner in which such shares are to be voted will be deemed to have voted in favor of approving and adopting the merger and will not be entitled to assert dissenters’ rights.

If the proposed merger becomes effective, FCB will deliver to all holders of record of Cordia non-voting common stock who may be entitled to dissenters’ rights an appraisal notice and form requiring a dissenting holder of Cordia non-voting common stock to certify certain information pertaining to ownership of shares of non-voting common stock and voting with respect to the merger. Such notice will provide guidance to a dissenting holder of Cordia non-voting common stock on where to send the form, where to deposit the certificates for the dissenting shares of non-voting common stock, the date by which to deposit such certificates, and other information.

Upon receipt of an appraisal notice as described above, a dissenting holder of Cordia non-voting common stock must ensure that FCB receives the signed form by the date stated in such notice, provided that such date must be not fewer than 40 and not more than 60 days after the date the appraisal notice and form were sent to such dissenting stockholder. A dissenting holder of Cordia non-voting common stock will have waived his, her or its right to demand appraisal with respect to shares of Cordia non-voting common stock subject to the appraisal notice, unless FCB receives the signed form by the date specified in the notice. A dissenting holder of Cordia non-voting common stock will have the right to request in writing that FCB, as successor to Cordia, provide such dissenting stockholder, within 10 days of the form due date as provided in the appraisal notice, with the number of dissenting holders of Cordia non-voting common stock who returned the form by such specified due date and the total number of shares of Cordia non-voting common stock owned by them. The appraisal notice will also contain the date by which a dissenting holder of Cordia non-voting common stock may withdraw from the appraisal process.

The appraisal notice will state the fair value of the shares of non-voting common stock. Except for shares of non-voting common stock subject to Section 13.1-738 of the VSCA, FCB, as successor to Cordia, shall pay cash to the eligible dissenting holders of Cordia non-voting common stock within 30 days after the form described above is due. A holder of Cordia non-voting common stock who does not sign and return the form and, if required, deposit the share certificates with respect to his, her or its non-voting common stock where required, each by the date set forth in the notice, shall not be entitled to payment under the VSCA.

A dissenting holder of Cordia non-voting common stock dissatisfied with the amount of the payment must notify FCB in writing of his, her or its estimate of the fair value and demand payment of such estimate plus interest, less any payment offered by FCB. If a dissenting holder of Cordia non-voting common stock fails to notify FCB in writing of his, her or its demand within 30 days after receiving FCB’s payment or offer of payment under the procedure described above, such dissenting stockholder waives his, her or its right to demand payment of an estimate and shall be entitled only to the payment made or offered by FCB.

FCB, as successor to Cordia, may commence a court proceeding within 60 days after receiving an estimated payment demand payment from a dissenting holder of Cordia non-voting common stock and petition a circuit court of the city or county in which the registered office of FCB is situated or the registered office of Cordia at the time of the merger was situated, asking for a finding and determination of the fair value of such stockholder’s shares. There are no rights to a jury trial for an appraisal proceeding under VSCA. The dissenting holder of Cordia non-voting common stock will be entitled to judgment against FCB (i) for an amount by which the court finds the fair value of such stockholder’s shares of non-voting common stock plus interest exceeds the amount paid or offered by FCB; or (ii) for the fair value plus interest of shares for which FCB elected to withhold payment under Section 13.1-738 of the VSCA.

The right of a dissenting holder of Cordia non-voting common stock to be paid the fair value of such stockholder’s shares of non-voting common stock as provided above ceases if and when Cordia abandons the merger.

The foregoing does not purport to be a complete statement of the provisions of the VSCA relating to statutory dissenters’ rights and is qualified in its entirety to the dissenters’ rights provisions of the VSCA, which are incorporated herein by reference and reprinted in full as Annex B to this proxy statement.

If any holder of Cordia non-voting common stock intends to dissent, or if such stockholder believes that dissenting might be in his, her or its best interests, such stockholder should read Annex B carefully.

Interests of Certain Persons in the Merger that are Different from Yours

In considering the recommendation of the Cordia board of directors with respect to the merger agreement, Cordia stockholders should be aware that certain persons, including the directors and executive officers of Cordia, have interests in the merger that are in addition to their interests as stockholders of Cordia generally. The Cordia board of directors was aware of these interests as well as others and considered them in adopting the merger agreement and the transactions contemplated thereby.

Cash Payment for Outstanding Options

As of the effective time of the merger, each outstanding stock option to purchase shares of Cordia common stock, whether or not then exercisable, will be converted into the right to receive a cash payment equal to the product of (1) the number of shares of Cordia common stock subject to the stock option, multiplied by (2) $5.15 minus the per share exercise price of such Cordia stock option. If the exercise price per share of any stock option is equal to or greater than $5.15, such stock option will be canceled and the holder will not be entitled to any cash payment in respect thereof. Cash payments will be made as of the effective time of the merger.

Acceleration of Vesting of Restricted Stock Awards and Founders’ Shares

As of the effective time of the merger, each share of Cordia unvested restricted stock and each unvested founders’ share will vest in full and be converted into the right to receive a cash payment equal to $5.15 per share. Cash payments will be made as of the effective time of the merger. As of the record date, the directors and executive officers of Cordia and BOV held (i) unvested restricted stock awards representing an aggregate of 76,095 shares of Cordia common stock and (ii) an aggregate of 394,125 founders’ shares.

Employment and Change in Control Agreements with Cordia and BOV

FCB has agreed to make severance payments to certain Cordia employees and officers that are provided for under their existing employment, severance, or change in control agreements with Cordia or BOV. None of the executive officers of Cordia have entered into employment agreements with FCB with respect to their employment after consummation of the merger.

BOV is party to a letter agreement with Ottis Rutley (“Ed”) Barham, Jr., our President and Chief Executive Officer. Cordia and BOV are parties to employment agreements with each of (i) Mark Severson, our Executive Vice President and Chief Financial Officer, (ii) Don Andree, our Executive Vice President and Chief Lending Officer, and (iii) Roy Barzel, our Executive Vice President and Chief Credit Officer. Cordia is also a party to change in control agreements with (i) George Beigel, our First Vice President and Controller, and (ii) Robert Sims, our Senior Vice President of Retail.

Under the terms of Mr. Barham’s offer letter, if a change in control of BOV occurs during the first three years of his employment and he does not retain the position of Chief Executive Officer, he will receive a payment of $250,000.

Under the terms of their employment agreements, if either Messrs. Severson, Andree or Barzel is terminated without cause or resigns for good reason following a change in control of Cordia (as defined in the employment agreements), he will be entitled to receive his base salary for the longer of (i) 15 months or (ii) the remaining term of his employment agreement. If any payment made to Messrs. Severson, Andree or Barzel would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code, thereby resulting in a loss of an income tax deduction by Cordia or the imposition of an excise tax on Messrs. Severson, Andree or Barzel under Section 4999 of the Internal Revenue Code, then the payments provided for by the employment agreement will be reduced to one dollar less than the maximum amount that may be paid without causing any such payment to be nondeductible.

Indemnification and Continued Director and Officer Liability Coverage

From and after the effective time of the merger, FCB will indemnify and hold harmless each person who is now, or who has been at any time before the effective time of the merger, an officer or director of Cordia or BOV against all losses, costs, damages or expenses arising out of any act or omission or other matters existing or occurring at or prior to the effective time of the merger because he or she was a director or officer of Cordia or BOV to the fullest extent permitted under Cordia’s articles of incorporation or bylaws and to the extent permitted by applicable law or as provided for in any written agreement by and between Cordia and its director or officer.

In addition, prior to the effective time of the merger, Cordia and BOV will purchase directors’ and officers’ liability insurance coverage for six years after the merger, in the same amounts of coverage provided under their existing policies, subject to a cap on the amount to be paid for such insurance (300% of the annual premium currently paid by Cordia and BOV for such insurance).