0001144204-14-067231 Sample Contracts

July 18, 2014
Village Bank & Trust Financial Corp. • November 12th, 2014 • 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").

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