Item 1.01 Entry into a Material Definitive Agreement

In connection with the closing of the common stock rights offering of First Capital Bancorp, Inc. (the "Company") on May 11, 2012, the Company entered into a Standstill Agreement with Kenneth R. Lehman, a private investor from Arlington, Virginia (the "Standby Purchaser"). The Standstill Agreement provides that the Standby Purchaser may not vote more than 45% of the Company's outstanding shares should he ever acquire an ownership percentage greater than such percentage.

The foregoing description of the terms of Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is filed herewith as Exhibit 10.1.

At the same time, the Company entered into a Registration Rights Agreement with the Standby Purchaser. Under the terms of the Registration Rights Agreement, the Company has agreed to register for resale under the Securities Act of 1933, as amended, any shares acquired by the Standby Purchaser in the rights offering mentioned above, as required or requested by the Standby Purchaser, subject to, and in accordance with the terms of such agreement.

The foregoing description of the terms of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is filed herewith as Exhibit 10.2.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

Exhibit
No. Description

10.1 Standstill Agreement

10.2 Registration Rights Agreement

---