Alarion Financial Services Inc Sample Contracts

Alarion Financial Services Inc – ALARION FINANCIAL SERVICES, INC. January 23, 2009 (January 27th, 2009)

Alarion Financial Services, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of the Treasury (the “Treasury”) that provides, among other things, for the purchase by the Treasury of securities issued by the Company. This purchase is anticipated to occur as part of the Company’s participation in the Treasury’s Troubled Asset Relief Program—Capital Purchase Program (the “CPP”).

Alarion Financial Services Inc – UNITED STATES DEPARTMENT OF THE TREASURY 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 January 23, 2009 (January 27th, 2009)

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Investor and the Company desire to amend the Securities Purchase Agreement as follows:

Alarion Financial Services Inc – SECURITIES PURCHASE AGREEMENT STANDARD TERMS (January 27th, 2009)

WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”);

Alarion Financial Services Inc – ALARION FINANCIAL SERVICES, INC. ARTICLES OF AMENDMENT CERTIFICATE OF THE DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A (January 27th, 2009)

Jon M. Kurtz, the Chief Executive Officer of Alarion Financial Services, Inc., a corporation organized and existing under the laws of the State of Florida (the “Issuer”), in accordance with the provisions of Section 607.0602 of the Florida Statutes thereof, does hereby certify:

Alarion Financial Services Inc – WARRANT TO PURCHASE PREFERRED STOCK (January 27th, 2009)

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

Alarion Financial Services Inc – ALARION FINANCIAL SERVICES, INC. ARTICLES OF AMENDMENT CERTIFICATE OF THE DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B (January 27th, 2009)

Jon M. Kurtz, the Chief Executive Officer of Alarion Financial Services, Inc., a corporation organized and existing under the laws of the State of Florida(the “Issuer”), in accordance with the provisions of Section 607.0602 of the Florida Statutes thereof, does hereby certify:

Alarion Financial Services Inc – EMPLOYMENT AGREEMENT BY AND BETWEEN ALARION BANK AND ROBERT L. PAGE (May 15th, 2008)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 9th day of January, 2008, by and between Alarion Bank (“Bank” or “Employer”) and Robert L. Page (“Employee”). Employer and Employee are collectively referred to herein as the “Parties.”

Alarion Financial Services Inc – EMPLOYMENT AGREEMENT BY AND BETWEEN ALARION BANK AND WALTER R. CZURYLA (May 15th, 2008)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 9th day of January, 2008, by and between Alarion Bank (“Bank” or “Employer”) and Walter R. Czuryla (“Employee”). Employer and Employee are collectively referred to herein as the “Parties.”

Alarion Financial Services Inc – ALARION BANK 2005 STOCK PLAN (January 19th, 2007)

The name of this Stock Plan is the “2005 Stock Plan.” The purpose of this Plan is to promote the interests of Alarion Bank through grants to Employees and Directors of Options to purchase Stock, grants of Stock Appreciation Rights and grants of Restricted Stock and Stock Units in order: (i) to attract and retain Employees and Directors; (ii) to provide an additional incentive to each Employee and Director to work to increase the value of Stock; and (iii) to provide each Employee and Director with a stake in the future of Alarion, which corresponds to the stake of each of our shareholders.

Alarion Financial Services Inc – ALARION BANK 2005 STOCK PLAN (July 17th, 2006)

The name of this Stock Plan is the “2005 Stock Plan.” The purpose of this Plan is to promote the interests of Alarion Bank through grants to Employees and Directors of Options to purchase Stock, grants of Stock Appreciation Rights and grants of Restricted Stock and Stock Units in order: (i) to attract and retain Employees and Directors; (ii) to provide an additional incentive to each Employee and Director to work to increase the value of Stock; and (iii) to provide each Employee and Director with a stake in the future of Alarion, which corresponds to the stake of each of our shareholders.

Alarion Financial Services Inc – EMPLOYMENT AGREEMENT BY AND BETWEEN ALARION BANK AND JON M. KURTZ (March 15th, 2006)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 2nd day of June, 2005, by and between Alarion Bank (“Bank” or “Employer”) and Jon M. Kurtz (“Employee”). Employer and Employee are collectively referred to herein as the “Parties.”

Alarion Financial Services Inc – MASTER LEASE (March 15th, 2006)

THIS LEASE dated the 16th day of August, 2004 (the “Lease”) by and between Bernadette Castro (as to Parcel 1) Austin International Realty, LLC, a Florida limited liability company (as to Parcel 2) and 303 NE First, LLC, a Florida limited liability company (as to Parcel 3), with their principal place of business at 95 Forest Ave, Locust Valley, NY 11560 (hereinafter collectively referred to as “Landlord”) and North/Central BKCORP, Inc., a Florida corporation having its principal place of business at One Northeast First Avenue, Ocala, FL 34470 (hereinafter referred to as “Tenant”).

Alarion Financial Services Inc – ALARION BANK 2004 Warrant Plan (March 15th, 2006)

The Board of Directors of Alarion Bank (“Bank”) has determined that it is in the best interests of the Bank to issue Warrants to purchase the Bank Common Stock in connection with the Bank’s initial offering of Common Stock. The Bank proposes to issue up to 1,500,000 shares of Common Stock and Warrants to purchase Common Stock in Units. Each Unit will contain one share of Common Stock and one Warrant which will entitle the holder thereof to purchase one share of additional Common Stock. Therefore the Board of Directors, in order to provide for the above, has adopted this Warrant Plan (“Plan”) on the date set forth herein.