Up to 1,051,866 Shares Village Bank and Trust Financial Corp. (a Virginia corporation) Common Stock (par value $4.00 per share) SALES AGENCY AGREEMENT January __, 2015Sales Agency Agreement • January 15th, 2015 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia
Village Bank and Trust Financial Corp., a Virginia corporation (the “Company”) and the bank holding company for Village Bank, a Virginia chartered bank (the “Bank”), hereby confirms their agreement with Compass Point Research & Trading, LLC (“Compass Point”) and Boenning & Scattergood, Inc. (“Boenning” and, together with Compass Point, the “Sales Agents”) to assist the Company, on a best-efforts basis, in the proposed public offering (as described herein, the “Offering”) of up to 1,051,866 shares of the Company’s common stock, par value $4.00 per share (the “Common Stock”). The shares of Common Stock to be sold in the Offering are hereinafter called the “Shares.”
Village Bank and Trust Financial Corp. 15521 Midlothian Turnpike Midlothian, VA 23113 Ladies and Gentlemen:Village Bank & Trust Financial Corp. • January 15th, 2015 • State commercial banks • Virginia
This letter ("Engagement Letter" or the "Agreement") is to confirm the engagement of Compass Point Research & Trading, LLC ("Compass") and Boenning & Scattergood Inc. ("Boenning") (together the "Co-Managers") by Village Bank and Trust Financial Corp. (the "Company") as Co-Managers for a standby rights offering (or any other offering of common equity) of the Company's equity securities (the "Offering").
