Side Letter Agreement between the Company and the UST



 Exhibit 10.5 
 UST Seq. No. 378 
 UNITED STATES DEPARTMENT
OF THE TREASURY 
 1500 Pennsylvania Avenue, NW 
 Washington, D.C. 20220 
 January 23,
2009 
 Ladies and Gentlemen: 
 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: 
 1. Section 2.1(a) of the Securities Purchase Agreement is amended to read in its entirety as follows: 
 “(a) [Intentionally Omitted.]” 
 2. Section 2.1(c) of the Securities Purchase Agreement is amended to read in its entirety as follows: 
 “(c) “Previously Disclosed” means information set forth or incorporated in the Company’s Annual Report on Form 10-K for the most recently completed fiscal year of the Company filed with the
Primary Federal Securities Regulator prior to the execution and delivery of this Agreement (the “Last Fiscal Year”) or in its other reports and forms filed with or furnished to the Primary Federal Securities Regulator as
contemplated under Sections 13(a), 14(a) or 15(d) of the Exchange Act on or after the last day of the Last Fiscal Year and prior to the execution and delivery of this Agreement. “Primary Federal Securities Regulator” means the SEC
or the primary federal bank regulator with which the Company files its reports, registration statements, proxy statements and other filings under the Exchange Act. If the Company is required to make filings with a Primary Federal Securities
Regulator other than the SEC, all references in this Agreement to the SEC shall be deemed to refer to the Company’s Primary Federal Securities Regulator.” 
 3. The definition of “Registrable Securities” in Section 4.5(l)(iv) of the Securities Purchase Agreement is amended by adding the following sentence at the end thereof: 
 “Notwithstanding anything in this Section 4.5(l)(iv) to the contrary, Registrable Securities shall not include any securities of the Company
that are referred to in Section 3(a) of the Securities Act; provided, however, that in the event that the Company’s Primary Federal Securities Regulator is not the SEC, the Company shall take such actions (if any) as
are provided for under such Primary Federal Securities Regulator’s rules in order to permit the resale of Registrable Securities by the Holders in accordance with such rules.” 
  

 Alarion Financial Services, Inc. 
 UST Seq. No. 378 








 From and after the date hereof, each reference in the Securities Purchase Agreement to “this
Agreement” or words of like import shall mean and be a reference to the Agreement (as defined in the Securities Purchase Agreement) as amended by this letter agreement and each reference in the Securities Purchase Agreement to “this
Securities Purchase Agreement” or words of like import shall mean and be a reference to the Securities Purchase Agreement as amended by this letter agreement. 
 This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of
New York applicable to contracts made and to be performed entirely within such State. 
 This letter agreement may be executed in any number
of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and
such facsimiles will be deemed sufficient as if actual signature pages had been delivered. 
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blank] 
  

 Alarion Financial Services, Inc. 
 UST Seq. No. 378 








 In witness whereof, the parties have duly executed this letter agreement as of the date first written
above. 
  

			
	UNITED STATES DEPARTMENT OF THE TREASURY
		
	By:	 	 /s/ Neel Kashkari

	Name:	 	Neel Kashkari
	Title:	 	Interim Assistant Secretary for Financial Stability
	
	COMPANY: ALARION FINANCIAL SERVICES, INC.
		
	By:	 	 /s/ Jon M. Kurtz

	Name:	 	Jon M. Kurtz
	Title:	 	Chief Executive Officer


  

 Alarion Financial Services, Inc. 
 UST Seq. No. 378