0001193125-09-011623 Sample Contracts

SECURITIES PURCHASE AGREEMENT STANDARD TERMS
Securities Purchase Agreement • January 27th, 2009 • Alarion Financial Services Inc • Finance services

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”);

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ALARION FINANCIAL SERVICES, INC. January 23, 2009
Securities Purchase Agreement • January 27th, 2009 • Alarion Financial Services Inc • Finance services

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”).

UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 January 23, 2009
Securities Purchase Agreement • January 27th, 2009 • Alarion Financial Services Inc • Finance services • New York

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:

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