Exhibit 10.27
JUNIOR SUBORDINATED NOTE
SUBSCRIPTION AGREEMENT
THIS JUNIOR SUBORDINATED NOTE
SUBSCRIPTION AGREEMENT, dated as of December 15, 2006 (this
“ Agreement ”), between Valley Financial
Corporation, a Virginia corporation (the “Company”),
and Valley Financial Statutory Trust III, a statutory trust created
under the laws of the State of Delaware (the “ Trust
”), relating to the Junior Subordinated Notes due 2037 (the
“ Notes ”), issuable pursuant to an Indenture,
dated the date hereof, between the Company and Wilmington Trust
Company, as Trustee (the “ Indenture
”).
WHEREAS, the Company, the Trust and
the Purchaser named therein have entered into a Purchase Agreement,
dated December 15, 2006 (the “ Purchase Agreement
”), in connection with the issuance and sale of preferred
securities (liquidation amount of $1,000 per security) (the “
Preferred Securities ”) by the Trust; and
WHEREAS, the Company and the Trust
have entered into a Common Securities Subscription Agreement, dated
the date hereof (the “ Common Securities Subscription
Agreement ”), in connection with the issuance and sale of
common securities (liquidation amount of $1,000 per security) (the
“ Common Securities ”) by the Trust;
and
WHEREAS, in connection with the
Purchase Agreement and the Common Securities Subscription Agreement
and the issuance and sale of the Preferred Securities and the
Common Securities, respectively, pursuant thereto, the Trust
desires to purchase from the Company, and the Company desires to
sell to the Trust, all of the Notes.
NOW, THEREFORE, in consideration of the
foregoing premises and the conditions and agreements hereinafter
set forth, the parties hereto agree as follows:
1. The Trust hereby offers to
purchase from the Company, and the Company hereby accept
