Exhibit
10.1

STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT
is made and entered into as of May 18, 2015, by and between Virginia National
Bankshares Corporation, a Virginia corporation (the “Company”), and Swift Run
Capital, L.P., a Delaware limited partnership (the “Seller”). 

WITNESSETH:


The Seller desires to sell,
and the Company desires to purchase, 190,152 shares of common stock of the
Company (the “Offered Shares”) for the consideration and on the terms set forth
in this Agreement. The parties, intending to be legally bound, agree as follows:


1. Purchase and Sale of Shares. The Company hereby agrees to purchase from the
Seller and the Seller hereby agrees to sell to the Company, on the Closing Date
(as defined below), the Offered Shares free and clear of all Encumbrances (as
defined below) for the Purchase Price of $4,354,480.80, or $22.90 per
share.

2. Closing; Delivery of and Payment for the Offered
Shares. Subject to the terms and
conditions herein, the closing of the purchase and sale of the Offered Shares
shall take place on May 20, 2015 (the “Closing Date”) at 10 a.m. Eastern Time at
the offices of the Company in Charlottesville, or such earlier or later date as
may be agreed to by the parties, subject to the provisions of Section 6.
Immediately following confirmation of receipt of a wire transfer of the Purchase
Price to the account designated on Schedule 1 hereto, the Seller shall deliver
the Offered Shares to the Company or its authorized agents. 

3. Representations and Warranties. 

	  	(a)	   	The Seller
      represents and warrants to the Company that:
		
				(i)	   	The Seller is a
      limited partnership duly formed, validly existing and in good standing
      under the laws of the State of Delaware;
		 
				(ii)		The execution and
      delivery of this Agreement have been duly and validly authorized, and all
      necessary action has been taken to make this Agreement a legal, valid and
      binding obligation of the Seller, enforceable in accordance with its
      terms;
		 
				(iii)		The Seller is not,
      and will not become, a party to any agreement, arrangement or
      understanding with any person that could result in the Company having any
      obligation or liability for any brokerage fees, commissions or other
      similar fees or expenses relating to the transaction contemplated by this
      Agreement;
		 
				(iv)		The Seller has good,
      valid and marketable title to the Offered Shares, free and clear of any
      and all Encumbrances (“Encumbrance” shall mean any security interest,
      pledge, lien, charge, voting agreement, proxy, mortgage, option, adverse
      claim of ownership or use, or any other encumbrance of any kind, character
      or description whatsoever); and
		 
				(v)		The Seller has the
      sole right to dispose or direct the disposition of the Offered
      Shares.
		 
		(b)		The Company
      represents and warrants to the Seller that:
		 
				(i)		The Company is a
      corporation duly incorporated, validly existing and in good standing under
      the laws of the Commonwealth of Virginia;



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	  	    	   	(ii)	   	The execution and
      delivery of this Agreement have been duly and validly authorized, and all
      necessary action has been taken to make this Agreement a legal, valid and
      binding obligation of the Company, enforceable in accordance with its
      terms; and
				 
				(iii)		The Purchase Price
      payable to the Seller shall be paid as set forth in this Agreement without
      any deductions or withholdings by any person for brokerage fees,
      commissions, taxes or other similar fees or expenses relating to the
      transaction contemplated by this
Agreement.



4. Investigation. Each party has conducted its own investigation
with respect to the Offered Shares, acknowledges that the other party may be in
possession of material, nonpublic information regarding the Company, and agrees
that the other party has no obligation to disclose such information to such
party 

5. Closing Conditions. 

(a) The obligation of the
Company to purchase the Offered Shares on the Closing Date is subject to the
satisfaction, on or prior to the Closing Date, of the following condition: The
representations and warranties made by the Seller in Section (3)(a) of this
Agreement shall be true and correct in all material respects as of the Closing
Date.

(b) The obligation of the
Seller to sell the Offered Shares on the Closing Date is subject to the
satisfaction, on or prior to the Closing Date, of the following condition: The
representations and warranties made by the Company in Section (3)(b) of this
Agreement shall be true and correct in all material respects as of the Closing
Date. 

6. Termination. The Company or the Seller may terminate this Agreement, by notice to
the other, if the Closing has not occurred by May 22, 2015 other than by reason
of a breach of this Agreement by the party seeking to terminate. 

7. Miscellaneous. 

(a) This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia. 

(b) This Agreement shall be
binding upon the respective successors and assigns of the parties hereto. 

(c) In
the event that any provision of this Agreement is adjudicated invalid, illegal
or unenforceable, such adjudication shall not affect the validity, legality or
enforceability of any other provision, and this Agreement shall be construed as
though such invalid, illegal or unenforceable provision had never been contained
herein. 

(d) The Seller and the Company
agree that money damages are inadequate and that each will suffer irreparable
harm with respect to a failure to abide by any covenant made under the terms of
this Agreement or any requirement under this Agreement relating to or affecting
the sale of the Offered Shares, and that, accordingly, in addition to any money
damages which might be awarded with reasonable certainty, each shall be entitled
to demand specific performance or to seek injunctive relief whether with regard
to a breach or contemplated breach. All rights, remedies and benefits specified
in this Agreement, including, but not limited to the rights, remedies and
benefits contained in this Section 7(d) are not exclusive of any rights,
remedies or benefits which any party may otherwise have. 

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(e) This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same instrument.


(f) This Agreement constitutes
the entire agreement between the parties and no term or provision of this
Agreement may be waived or modified unless in writing signed by the party
against whom such waiver or modification is sought to be enforced. 

WITNESS the following
signatures: 


	VIRGINIA NATIONAL BANKSHARES
	CORPORATION
	 
	 
	 
	By:
      /s/ Glenn W. Rust
	       Glenn W.
  Rust
	       President and Chief
      Executive Officer
	 
	 
	 
	SWIFT RUN CAPITAL, LP
	 
	 
	By
      SWIFT RUN CAPITAL MANAGEMENT, LLC
	 
	 
	By:
      /s/ Timothy S. Mullen
	       Timothy S. Mullen,
      Manager




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