Southern Community Financial Corp. Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 10th, 2020 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

THIS AGREEMENT is entered into and made effective as of September 4, 2020, by and between Village Bank, a Virginia corporation (the “Corporation”), and Max C. Morehead, Jr. (the “Executive”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 20th, 2023 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

This Change of Control Agreement (this “Agreement”) is entered into as of August 24, 2022 (the “Effective Date”), by and between Village Bank, a Virginia banking corporation (the “Corporation”), and Christy F. Quesenbery (the “Executive”).

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AFFILIATE AGREEMENT
Affiliate Agreement • September 25th, 2024 • Village Bank & Trust Financial Corp. • State commercial banks

THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of September 23, 2024, is by and among TOWNEBANK, a Virginia banking corporation (“Towne”), VILLAGE BANK AND TRUST FINANCIAL CORP., a Virginia corporation (“Holding Company”), and the undersigned shareholder of Holding Company (“Shareholder”). All capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

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VILLAGE BANK AND TRUST FINANCIAL CORP. INCENTIVE PLAN amended as of June 18, 2014
Incentive Plan • June 18th, 2014 • Village Bank & Trust Financial Corp. • State commercial banks
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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 __, 2015
Sales 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.”

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FORM OF SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • March 21st, 2018 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 21, 2018, and is made by and among Village Bank and Trust Financial Corp., a Virginia corporation (“Company”), and the several purchasers of the Subordinated Notes named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).

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Village Bank and Trust Financial Corp. 15521 Midlothian Turnpike Midlothian, VA 23113 Ladies and Gentlemen:
Engagement Letter • January 15th, 2015 • Village Bank & Trust Financial Corp. • 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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AGREEMENT AND PLAN OF REORGANIZATION by and among TOWNEBANK, CARDINAL SUB, INC., VILLAGE BANK AND TRUST FINANCIAL CORP. and VILLAGE BANK
Merger Agreement • September 25th, 2024 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of September 23, 2024, by and among TowneBank, a Virginia banking corporation (“Towne”), Cardinal Sub, Inc., a Virginia corporation and wholly owned subsidiary of Towne (“Towne Merger Sub”), Village Bank and Trust Financial Corp., a Virginia corporation (“Holding Company”), and Village Bank, a Virginia banking corporation and wholly owned subsidiary of Holding Company (“Bank Subsidiary”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 19th, 2013 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

THIS AGREEMENT, entered into the 9th day of August, 2013, by and between Village Bank and Trust Financial Corp., and Village Bank , a Virginia chartered Bank Holding company and a Virginia chartered bank corporation (together referred to as the “Corporation”), and THOMAS W. WINFREE (the “Executive”) is made effective on September 28, 2013, and

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FORM OF VILLAGE BANK AND TRUST FINANCIAL CORP. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 8th, 2015 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

This Restricted Stock Unit Award Agreement (the “Agreement”), dated as of ____________, 20__, by and between Village Bank and Trust Financial Corp. (the “Company”) and ____________ evidences the grant on ____________, 20__ by the Company of an award of restricted stock units (the “Restricted Stock Unit Award”) to you and your acceptance of the Restricted Stock Unit Award.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 19th, 2013 • Village Bank & Trust Financial Corp. • State commercial banks

THIS EMPLOYMENT AGREEMENT made and entered into as of the 8th day of August, 2013, by and between VILLAGE BANK AND TRUST FINANCIAL CORP., a Virginia corporation, hereinafter called the "Corporation", and WILLIAM G. FOSTER hereinafter called "Employee", and provides as follows:

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TRANSITION AND CONSULTING AGREEMENT
Transition and Consulting Agreement • August 10th, 2020 • Village Bank & Trust Financial Corp. • State commercial banks

This Transition and Consulting Agreement (the “Agreement”), dated as of August 4, 2020, is made by and between William G. Foster, Jr. (“Executive”) and Village Bank and Trust Financial Corp., a Virginia corporation (the “Company”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2005 • Southern Community Financial Corp. • State commercial banks • Virginia

THIS AGREEMENT, entered into as of the ___ day of March, 2001, by and between SOUTHERN COMMUNITY BANK & TRUST, a Virginia chartered bank corporation (the “Corporation”) THOMAS W. WINFREE (the “Executive”) is made effective on April 1, 2001. At the discretion of the Executive, he can accelerate the effective date of this Agreement to a date before April 1, 2001, and

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STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • November 12th, 2014 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of November 11, 2014, is by and between Village Bank and Trust Financial Corp. (the “Company”) and Kenneth R. Lehman (the “Standby Purchaser”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2023 • Village Bank & Trust Financial Corp. • State commercial banks

This Amendment No. 1, adopted as of November 2, 2023, is made to the Employment Agreement, dated as of February 22, 2022 (the “Agreement”), between Village Bank and Trust Financial Corp. (the “Corporation”) and Donald M. Kaloski, Jr. (the “Executive”).

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SOUTHERN COMMUNITY BANK & TRUST INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 1st, 2005 • Southern Community Financial Corp. • State commercial banks • Virginia

THIS AGREEMENT dated as of the ____ day of ______________, 200_, between SOUTHERN COMMUNITY BANK & TRUST, a Virginia corporation (the “Company”), and ____________________ (“Optionee”), is made pursuant and subject to the provisions of the Company’s 2000 Incentive Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2023 • Village Bank & Trust Financial Corp. • State commercial banks

This Amendment No. 1, adopted as of November 2, 2023, is made to the Employment Agreement, dated as of September 4, 2020 (the “Agreement”), between Village Bank (the “Corporation”) and Max C. Morehead, Jr. (the “Executive”).

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UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 May 1, 2009
Securities Purchase Agreement • May 6th, 2009 • Village Bank & Trust Financial Corp. • State commercial banks

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”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2024 • Village Bank & Trust Financial Corp. • State commercial banks

This Amendment No. 2, adopted as of March 26, 2024, is made to the Employment Agreement, dated as of September 4, 2020 (the “Agreement”), between Village Bank (the “Corporation”) and Max C. Morehead, Jr. (the “Executive”).

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Form of Consent Letter
Consent Letter • May 6th, 2009 • Village Bank & Trust Financial Corp. • State commercial banks

Village Bank and Trust Financial Corp. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company's participation in the Treasury's TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

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NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 1st, 2005 • Southern Community Financial Corp. • State commercial banks • Virginia

THIS AGREEMENT dated as of ______________ __, 200_, between Southern Community Bank & Trust, a Virginia corporation (the "Company"), and _____________________ (the "Optionee"), is made pursuant and subject to the provisions of the Company's 2000 Incentive Plan, as amended from time to time (the "Plan"). All terms used herein that are defined in the Plan shall have the same meanings given them in the Plan.

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AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND AMONG VILLAGE BANK AND TRUST FINANCIAL CORP. VILLAGE BANK AND RIVER CITY BANK Dated March 9, 2008
Merger Agreement • March 10th, 2008 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of March 9, 2008 (this “Agreement”), by and among VILLAGE BANK AND TRUST FINANCIAL CORP., (“Village Financial”), VILLAGE BANK (“Village Bank”) and RIVER CITY BANK (“River City Bank”).

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AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SOUTHERN COMMUNITY BANK & TRUST AND SOUTHERN COMMUNITY FINANCIAL CORP.
Agreement and Plan of Reorganization • May 17th, 2004 • Southern Community Financial Corp. • Virginia

This Agreement and Plan of Share Exchange (“Agreement”) is made and entered into as of January 28, 2003 by and between Southern Community Bank & Trust, a Virginia state bank (the “Bank”), and Southern Community Financial Corp., a Virginia corporation (the “Corporation”).

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FORM OF VILLAGE BANK AND TRUST FINANCIAL CORP. TIME-BASED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 8th, 2015 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

This Restricted Stock Award Agreement (the “Agreement”), dated as of ____________, 20__, by and between Village Bank and Trust Financial Corp. (the “Company”) and ____________ evidences the grant on ____________, 20__ by the Company of an award of restricted common stock (the “Restricted Stock Award”) to you and your acceptance of the Restricted Stock Award.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2008 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

THIS AGREEMENT is entered into and effective as of the 9th day of March 2008, by and between VILLAGE BANK, a Virginia chartered bank corporation (the "Corporation") and William D. Stegeman (the "Executive").

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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2017 • Village Bank & Trust Financial Corp. • State commercial banks • Virginia

THIS AGREEMENT is entered into as of the date set forth below, by and between VILLAGE BANK MORTGAGE CORPORATION, a Virginia corporation (the “Corporation”), and GEORGE KAROUSOS (the “Executive”) and is made effective January 24, 2017.

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UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.
Written Agreement • July 2nd, 2012 • Village Bank & Trust Financial Corp. • State commercial banks

Written Agreement by and between VILLAGE BANK AND TRUST FINANCIAL CORP. Midlothian, Virginia and Docket No. 12-047-WA /RB-HC FEDERAL RESERVE BANK OF RICHMOND Richmond, Virginia

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2024 • Village Bank & Trust Financial Corp. • State commercial banks

This Amendment No. 2, adopted as of March 26, 2024, is made to the Employment Agreement, dated as of February 22, 2022 (the “Agreement”), between Village Bank and Trust Financial Corp. (the “Corporation”) and Donald M. Kaloski, Jr. (the “Executive”).

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SOUTHERN COMMUNITY FINANCIAL CORP. INCENTIVE PLAN
Incentive Plan • April 1st, 2005 • Southern Community Financial Corp. • State commercial banks
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