Appendix A Indemnity Agreement relating to EngagementLetter dated as of July 18, 2014

Exhibit 1.1

July 18, 2014

Village Bank and Trust Financial Corp.

15521 Midlothian Turnpike

Midlothian, VA 23113

Ladies and Gentlemen:

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").

In connection with the Co-Managers' activities on the Company's behalf, the Company agrees to cooperate with the Co-Managers and will furnish to, or cause to be furnished to, the Co-Managers all information and data concerning the Company and the Offering (the "Information") that the Co-Managers reasonably deem appropriate and will provide the Co-Managers with access to the Company's manager(s), officers, trustees, employees and advisors. The Company agrees that all Information made available to the Co-Managers by the Company with respect to itself and any Information will be complete, to the knowledge of the Company, and correct in all material respects and that any projections, forecasts or other Information provided by the Company to the Co-Managers, any other party to the Offering, or contained in the Standby Purchaser Documents and the Offering Documents, will have been provided in good faith and will be based upon reasonable assumptions. The Company agrees to promptly notify the Co-Managers if the Company believes that any Information previously provided to the Co-Managers or to any possible investor has become materially misleading. The Company acknowledges and agrees that, in rendering their services hereunder, including, without limitation, assisting the Company's management in the preparation of the Standby Purchaser Documents and the Offering Documents, the Co-Managers will be using and relying on the Information (and information available from public sources and other sources deemed reliable by the Co-Managers) without independent verification thereof or independent appraisal of any of the Company's assets or those of any possible investor. The Co-Managers do not assume responsibility for the accuracy or completeness of the Information or any other information regarding the Company. If all or any portion of the business of the Company is engaged in through subsidiaries or other affiliates, the references in this letter agreement to the Company will, when appropriate, be deemed also to include such subsidiaries or other affiliates.

The Co-Managers have the right to approve any written communication (including the Offering Documents) that refers to the Co-Managers in connection with the Offering.

It is further understood that any advice rendered by the Co-Managers pursuant to its engagement hereunder, including any advice rendered during the course of participating in negotiations, meetings or conversations with the Company, as well as any written materials provided by the Co-Managers, will be solely for the benefit and confidential use of the Company and will not be reproduced, summarized, described or referred to or given to any other person for any purpose without the Co-Managers prior consent, provided, however, that no consent of the Co-Managers shall be necessary for the Company's use of its own confidential information or information excluded from Confidentiality under the following paragraph.

It is understood that the decision to proceed with, and the final terms of, the Offering will depend on the satisfactory results of the Co-Managers' due diligence investigation (including review of legal and accounting issues), the Company's business prospects, prevailing securities market conditions at the time of the Offering, execution of a definitive placement agency agreement (the "Placement Agency Agreement") between the Company and the Co-Managers, and final approval by the Co-Managers' respective Investment Committees. It is understood that execution of this Agreement does not assure the successful completion of any Offering.

The Company will not authorize any other party to act on its behalf as investment banker or placement agent with respect to any offering involving an equity offering for a period of 180 days, commencing on the date of this letter. Nonetheless, the Co-Managers reserve the right to involve other Financial Industry Regulatory Authority, Inc. ("FINRA") member Broker Dealers in good standing in the Offering, subject to the approval of the Company, which will not be unreasonably withheld.

Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which is: (i) in the public domain, through no action of the disclosing party; (ii) already known by the disclosing party (as can be established by the disclosing party's records); (iii) disclosed to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party (as can be established by the disclosing party's records).

The Advisory Fee shall be divided into two parts, a management fee (the "Management Fee") and a sales credit (the "Sales Credit"), which are to be calculated as follows:

The Advisory Fee owed to the Co-Managers shall be diminished by an amount equal the aggregate Retainer Fee paid to the Co-Managers under this Engagement Letter.

In addition to the foregoing fees, and regardless of whether any Offering is consummated, the Company shall reimburse the Co-Managers for their reasonable attorney's fees and related legal expenses, not to exceed $75,000; as well as all out-of-pocket expenses incurred from time to time in connection with the provision of their services hereunder, including database and similar information charges related to third party vendors; travel-related expenses; postage, telecommunication, printing, and duplicating expenses; and any background checks on individuals required for compliance purposes, not to exceed $25,000 in aggregate. If any compensation or expenses payable to the Co-Managers pursuant to this Agreement are not fully paid when due, the Company agrees to pay all costs of collection or other enforcement of the Co-Managers' rights hereunder, including but not limited to attorneys' fees and expenses, whether collected or enforced by suit or otherwise.

If the foregoing correctly sets forth our agreement, please so indicate by signing below and returning an executed copy to us. We look forward to working with you.

Appendix A

Indemnity Agreement relating to Engagement Letter dated as of July 18, 2014

In connection with the engagement of Compass Point Research & Trading, LLC and Boenning & Scattergood, Inc. ("the Co-Managers") by Village Bank and Trust Financial Corp. (the "Company") under the letter agreement of even date herewith (the "Engagement Letter"), as modified or amended from time to time, the Company agrees to indemnify and hold harmless the Co-Managers and each of the Other Indemnified Parties (as defined below), to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, costs, disbursements and liabilities, including amounts paid in settlement, (collectively, "Losses"), and expenses, including, without limitation, all reasonable fees and expenses of the Co-Managers' and each of the Other Indemnified Parties' counsel and all of the Co-Managers' and each of the Other Indemnified Parties' reasonable travel and other reasonable out-of-pocket expenses incurred in connection with the investigation of any pending or threatened claims or the preparation for, the defense of, or the furnishing of testimony or evidence in, any pending or threatened litigation, investigation or proceedings, whether or not the Co-Managers or any Other Indemnified Party is a party thereto (collectively, "Expenses"), based upon, arising out of or relating to the rendering of services by the Co-Managers contemplated under the Engagement Letter (including any services rendered prior to the date hereof) or to the Offering (as defined therein), provided that the Company will have no obligation to indemnify and hold harmless hereunder a Co-Manager with respect to any Losses or Expenses that are finally judicially determined to have resulted from the gross negligence or bad faith of that specific Co-Manager or any of the Other Indemnified Parties in performing the services that are the subject of the Engagement Letter. For the sake of clarity, in the instance that the Losses or Expenses are finally judicially determined to have resulted from the gross negligence or bad faith of one Co-Manager but not the other Co-Manager ("Not-At-Fault Co-Manager"), the Company shall still be obligated to indemnify and hold harmless the Not-At-Fault Co-Manager pursuant to the terms of this Indemnity Agreement. Expenses will be paid when and as incurred upon submission by the Co-Managers of statements to the Company. The Other Indemnified Parties are (i) the respective members, principals, partners, directors, officers, agents and employees of and counsel to the Co-Managers and their affiliates, (ii) each other person, if any, controlling the Co-Managers or any of their affiliates and (iii) the successors, assigns, heirs and personal representatives of any of the foregoing.

If for any reason the foregoing indemnification is unavailable to the Co-Managers or any of the Other Indemnified Parties or is insufficient to hold them harmless in respect of any Losses or Expenses, the Company will contribute to the amount paid or payable by the Co-Managers or any of the Other Indemnified Parties as a result of such Losses and Expenses in such proportion as is appropriate to reflect (1) the relative benefits (or anticipated benefits) to the Company and its stockholders, on the one hand, and the Co-Managers and the Other Indemnified Parties, on the other hand, or, (2) if such allocation is not permitted by applicable law, then in such proportion as is appropriate to reflect not only the relative benefits received by the respective parties, but also the relative fault of the Company, its directors, officers, employees, agents and advisers (other than the Co-Managers) on the one hand, and the Co-Managers and the Other Indemnified Parties on the other hand, and (3) any other relevant equitable considerations; provided that the amount required to be contributed by the Co-Managers and the Other Indemnified Parties hereunder will not exceed the total amount of fees paid to the Co-Managers pursuant to the Engagement Letter and otherwise in connection with the Offering. You and we agree that it would not be just and equitable if contribution were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above.

If any litigation, investigation or proceeding is commenced as to which the Co-Managers propose to demand indemnification, the Co-Managers will notify the Company with reasonable promptness; provided, however, that the Company will be relieved from its obligations hereunder only to the extent the Company has been prejudiced by any failure or delay of notification. The Company may assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Co-Managers or such Other Indemnified Parties and the payment of the fees and expenses of such counsel. In the event (i) the Co-Managers or any such Other Indemnified Party reasonably determines, upon the advice of counsel, that having common counsel would present a conflict of interest or that, where the Co-Managers and Other Indemnified Parties are defendants or targets, there may be legal defenses available to it or them that are different from or in addition to those available to the Company, or (ii) the Company fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Co-Managers or such Other Indemnified Party in a timely manner, then the Co-Managers or such Other Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Company will pay the reasonable and customary fees and disbursements of such separate counsel (in addition to local counsel, as needed) for the Co-Managers and such Other Indemnified Parties. The Co-Managers will reasonably cooperate with the Company and its counsel (including, to the extent possible and consistent with its own interests, keeping the Company reasonably informed of its defenses). The Company will not be liable for any settlement of any claim against the Co-Managers or any of the Other Indemnified Parties made without the Company's written consent, which consent will not be unreasonably withheld.

The obligations of the Company hereunder will (i) be in addition to any liability the Company may otherwise have, (ii) survive the completion or termination of the Co-Managers' engagement hereunder, and (iii) be binding upon any successors and assigns of the Company. Prior to entering into any agreement or arrangement with respect to, or effecting, any proposed sale, exchange, dividend or other distribution or liquidation of all or a significant portion of its assets in one or a series of transactions or any significant recapitalization or reclassification of its outstanding securities that does not directly or indirectly provide for the assumption of the obligations of the Company set forth in this Indemnity Agreement, the Company will notify the Co-Managers in writing and, if requested by the Co-Managers, will arrange alternative means of providing for the obligations of the Company set forth herein, including the assumption of such obligations by another party, insurance, surety bonds or the creation of an escrow, in each case in an amount and upon terms and conditions reasonably satisfactory to the Co-Managers.

The Company agrees that it will not, without the Co-Managers' prior written consent, which consent shall not be unreasonably withheld or delayed, settle any pending or threatened litigation, investigation or proceeding relating in any way to the transactions contemplated under the Engagement Letter unless such settlement (i) provides an unconditional release of the Co-Managers and the Other Indemnified Parties from any and all claims and liabilities (whether or not the Co-Managers and the Other Indemnified Parties are named) and (ii) contains no statement as to an admission of fault, culpability or failure to act by or on behalf of the Co-Managers or the Other Indemnified Parties.

Reference is made to the Engagement Letter for provisions relating to governing law, jurisdiction and waiver of jury trial, which are applicable hereto.

This Indemnity Agreement may not be modified or amended except in writing executed by the parties hereto. This Indemnity Agreement, and any modification or amendment thereto, may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument.

January 13, 2015

VIA ELECTRONIC MAIL

Board of Directors

Village Bank and Trust Financial Corp.

13319 Midlothian Turnpike

Midlothian, Virginia 23113

Attention: William G. Foster

President and Chief Executive Officer

Re: Amendment of Engagement Letter

Dear Mr. Foster:

By letter dated July 18, 2014 (the “Engagement Letter”), Compass Point Research & Trading, LLC and Boenning & Scattergood, Inc. (each a “Co-Manager” and collectively, “Co-Managers”) set forth the terms of their engagement as the Co-Managers of Village Bank and Trust Financial Corp.’s (the “Company”) proposed standby rights offering (and any other offering of common equity) of the Company’s equity securities (the “Offering”). The Company accepted the Engagement Letter as of July 18, 2014.

Upon further review of the Engagement Letter and in order to clarify certain provisions of the Engagement Letter, the Co-Managers propose to amend the Engagement Letter as follows:

1.            The second paragraph of Section 2 is amended to delete the first sentence thereof and replace it with the following:

“The Company will not authorize any other party to act on its behalf as investment banker or placement agent with respect to any offering involving an equity offering for a period of 180 days, commencing on the date of this letter; provided, however, in the event of termination of this letter prior to the expiration of such period, said restriction shall lapse.”

2.            Section 4 is hereby amended to delete the first sentence of said section and replace it with the following:

“Upon execution of this Engagement Letter, the Company shall pay each Co-Manager a retainer fee of $20,000 (for a total of $40,000) (the “Retainer Fee”).”

3.            Section 4 is hereby amended to delete the sixth bullet in its entirety under the first paragraph of the section addressing the potential for an advisory fee of 6% in the event of purchases by certain potential investors.

4.            The third and fourth paragraphs of Section 4 are deleted in their entirety and replaced with the following:

“In addition to the foregoing fees, and regardless of whether any Offering is consummated, except as otherwise provided herein, the Company shall reimburse the Co-Managers for their reasonable attorney’s fees and related legal expenses, not to exceed $75,000; as well as all out-of-pocket expenses incurred from time to time in connection with the provision of their services hereunder, including database and similar information charges related to third party vendors; travel related expenses; postage, telecommunication, printing, and duplicating expenses; and any background checks on individuals required for compliance purposes, not to exceed $25,000 in aggregate.

The Retainer Fee represents a reasonable advance against the Co-Managers’ reasonable attorney’s fees and related expenses as well as out-of-pocket expenses expected to be incurred in connection with the provision of the services thereby as set forth herein. In the event the Co-Managers’ reimbursable expenses incurred in connection with the services rendered pursuant to the Engagement Letter are less than the Retainer Fee, any such excess of the Retainer Fee remaining shall be refunded to the Company. Notwithstanding anything to the contrary herein, in the event the Offering is consummated, in no event shall the aggregate amount of expenses for which the Co-Managers are reimbursed, when aggregated with the aggregate amount of the Advisory Fee paid thereto pursuant to Section 4 of the Engagement Letter, amount in the aggregate to more than eight percent (8%) of the gross proceeds from the sale of shares sold in the Offering. If any compensation or expenses payable to the Co-Managers pursuant to this Agreement are not fully paid when due, the Company agrees to pay all costs of collection or other enforcement of the Co-Managers’ rights hereunder, including but not limited to attorneys’ fees and expenses, whether collected or enforced by suit or otherwise.”

All other terms, conditions and obligations of the parties to the Engagement Letter remain in full force and effect and shall otherwise be unaffected.

Please confirm that the foregoing correctly sets forth our agreement with regard to the amendment of the Engagement Letter by signing and returning to the Co-Managers a copy of this letter.

Accepted and agreed to as of the date first written above:

VILLAGE BANK AND TRUST FINANCIAL CORP.