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 December __, 2014Sales Agency Agreement • December 19th, 2014 • 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.”
