warrant to purchase

Exhibit 10.1

UST Seq. No. 381

U NITED S TATES D EPARTMENT OF THE T REASURY

1500 P ENNSYLVANIA A VENUE , NW

W ASHINGTON , D.C. 20220

Dear Ladies and Gentlemen:

The company set forth on the signature page hereto (the “ Company ”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “ Preferred Shares ”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “ Warrant ” and, together with the Preferred Shares, the “ Purchased Securities ”) and the United States Department of the Treasury (the “ Investor ”) intends to purchase from the Company the Purchased Securities.

The purpose of this letter agreement is to confirm the terms and conditions of the purchase by the Investor of the Purchased Securities. Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the “ Securities Purchase Agreement ”) are incorporated by reference herein. Terms that are defined in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event of any inconsistency between this letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern.

Each of the Company and the Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Purchased Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto.

This letter agreement (including the Schedules hereto) and the Securities Purchase Agreement (including the Annexes thereto) and the Warrant constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. This letter agreement constitutes the “Letter Agreement” referred to in the Securities Purchase Agreement.

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 as sufficient as if actual signature pages had been delivered.

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UST Seq. No. 381

In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized representatives of the parties hereto as of the date written below.

Date: January 30, 2009

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UST Seq. No. 381

EXHIBIT A

SECURITIES PURCHASE AGREEMENT

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UST Seq. No. 381

SCHEDULE A

ADDITIONAL TERMS AND CONDITIONS

Company Information :

Name of the Company: Oak Ridge Financial Services, Inc.

Corporate or other organizational form: Corporation

Jurisdiction of Organization: North Carolina

Appropriate Federal Banking Agency: Federal Reserve Bank

Terms of the Purchase :

Series of Preferred Stock Purchased: Fixed Rate Cumulative Perpetual Preferred Stock, Series A

Per Share Liquidation Preference of Preferred Stock: $1,000

Number of Shares of Preferred Stock Purchased: 7,700

Dividend Payment Dates on the Preferred Stock: February 15, May 15, August 15 and November 15

Number of Initial Warrant Shares: 163,830

Exercise Price of the Warrant: $7.05

Purchase Price: $7,700,000.00

Closing :