WASHINGTONFIRST BANKSHARES, INC. (a Virginia corporation) 1,440,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2015 • WashingtonFirst Bankshares, Inc. • State commercial banks • New York
In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2015 • WashingtonFirst Bankshares, Inc. • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 5, 2015 and is made by and among WashingtonFirst Bankshares, Inc., a Virginia corporation (the “Company”), and the purchasers parties to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
WASHINGTONFIRST BANKSHARES, INC. as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of October 5, 2015 6.00% Fixed-to- Floating Subordinated Notes due 2025Indenture • October 6th, 2015 • WashingtonFirst Bankshares, Inc. • State commercial banks • New York
SMALL BUSINESS LENDING FUND - SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 5th, 2015 • WashingtonFirst Bankshares, Inc. • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2015 • WashingtonFirst Bankshares, Inc. • State commercial banks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 30, 2014, by and among WashingtonFirst Bankshares, Inc., a corporation organized under the laws of the Commonwealth of Virginia (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
VOTING AGREEMENTVoting Agreement • May 18th, 2017 • WashingtonFirst Bankshares, Inc. • State commercial banks • Maryland
This VOTING AGREEMENT, dated as of May 15, 2017 (this “Agreement”), is by and between Sandy Spring Bancorp, Inc., a Maryland corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of WashingtonFirst Bankshares, Inc., a Virginia corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement (as defined below).
EXCHANGE AGREEMENTExchange Agreement • February 28th, 2017 • WashingtonFirst Bankshares, Inc. • State commercial banks • Virginia
This EXCHANGE AGREEMENT is made and entered into as of February 22, 2017 (this “Agreement”) by and between WashingtonFirst Bankshares, Inc., a Virginia corporation (the “Company”), and Endicott Opportunity Partners III, L.P., a Delaware limited partnership (the “Investor”).
WASHINGTONFIRST BANKSHARES, INC.Indenture • February 26th, 2015 • WashingtonFirst Bankshares, Inc. • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 15, 2017 BY AND AMONG SANDY SPRING BANCORP, INC., TOUCHDOWN ACQUISITION, INC. AND WASHINGTONFIRST BANKSHARES, INC.Merger Agreement • May 18th, 2017 • WashingtonFirst Bankshares, Inc. • State commercial banks • Virginia
This is an Agreement and Plan of Merger, dated as of May 15, 2017 (“Agreement”), by and among Sandy Spring Bancorp, Inc., a Maryland corporation (“Parent”), Touchdown Acquisition, Inc., a Virginia corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and WashingtonFirst Bankshares, Inc., a Virginia corporation (the “Company”).
Page ARTICLE I PURCHASE; CLOSING 1.1 Purchase 1 1.2 Purchase Price 1 1.3 Closing 1 ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY 2.1 Organization and Authority 2 2.2 Capitalization of the Company 2 2.3 Authorization 3 2.4 Accounting Matters 4...Investment Agreement • January 5th, 2015 • WashingtonFirst Bankshares, Inc. • State commercial banks • New York
This Investment Agreement dated as of December 30, 2014 (this “Agreement”), by and between WashingtonFirst Bankshares, Inc., a corporation organized under the laws of the Commonwealth of Virginia (the “Company”), and BANC FUND IX L.P. a limited partnership organized under the laws of Illinois (the “Purchaser”).
WashingtonFirst Bank Supplemental Executive Retirement AgreementSupplemental Executive Retirement Agreement • October 17th, 2014 • WashingtonFirst Bankshares, Inc. • State commercial banks
This WashingtonFirst Bank Supplemental Executive Retirement Agreement (“Agreement”) is made and entered into effective this 1st day of October, 2014 (the “Effective Date”), between WashingtonFirst Bank (“Bank”), a Virginia banking corporation, and Joseph S. Bracewell (“Executive”).
Whole Bank Millennium Bank, N.A. Version 6.1P – PURCHASE AND ASSUMPTION AGREEMENT Sterling, Virginia PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF MILLENNIUM BANK, N.A. STERLING,...Purchase and Assumption Agreement • March 5th, 2014 • WashingtonFirst Bankshares, Inc. • State commercial banks
INVESTMENT AGREEMENT by and between WASHINGTONFIRST BANKSHARES, INC., and ENDICOTT OPPORTUNITY PARTNERS III, L.P. Dated as of May 3, 2012Investment Agreement • August 13th, 2012 • WashingtonFirst Bankshares, Inc. • New York
This Investment Agreement dated as of May 3, 2012 (this “Agreement”), by and between WashingtonFirst Bankshares, Inc., a corporation organized under the laws of the Commonwealth of Virginia (the “Company”), and Endicott Opportunity Partners III, L.P., a limited partnership organized under the laws of Delaware (the “Purchaser”).
SECOND AMENDED AND RESTATED SEVERANCE PAYMENT AGREEMENTSeverance Payment Agreement • September 24th, 2012 • WashingtonFirst Bankshares, Inc. • State commercial banks • Virginia
THIS SECOND AMENDED AND RESTATED SEVERANCE PAYMENT AGREEMENT (“Agreement”) is made and entered into as of the 21st day of September, 2012 (the “Execution Date”), by and between WASHINGTONFIRST BANK, a Virginia banking corporation (“Employer”), and RICHARD D. HORN, a Maryland resident (“Employee”):
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • October 6th, 2015 • WashingtonFirst Bankshares, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 5, 2015, and is made by and between WashingtonFirst Bankshares, Inc., a Virginia corporation (“Company”), and the purchaser of the Purchased Subordinated Note (as defined herein) named on the signature page hereto (the “Purchaser” and together with the other purchasers of Subordinated Notes in the Other Private Placements (as defined herein), the “Purchasers”).
AMENDMENT NO. 1 to INVESTMENT AGREEMENTInvestment Agreement • September 24th, 2012 • WashingtonFirst Bankshares, Inc. • State commercial banks • New York
This Amendment (this “Amendment”) dated September 21, 2012 to the Investment Agreement (the “Agreement”) dated May 3, 2012, is by and between WashingtonFirst Bankshares, Inc. (“WFBI”), a corporation organized and existing under the laws of the Commonwealth of Virginia, and Endicott Opportunity Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“Endicott”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
FORM OF WASHINGTONFIRST BANKSHARES, INC. NONQUALIFIED STOCK OPTION AGREEMENT (2010 Equity Compensation Plan)Nonqualified Stock Option Agreement • August 13th, 2012 • WashingtonFirst Bankshares, Inc. • Virginia
This Nonqualified Stock Option Agreement (“Option Agreement”) is made between WashingtonFirst Bankshares, Inc. (the “Company”), a corporation formed under the laws of the Commonwealth of Virginia to serve as a bank holding company for WashingtonFirst Bank, and [ ] (the “Optionee”).
AGREEMENT AND PLAN OF REORGANIZATION by and among WASHINGTONFIRST BANKSHARES, INC., 1ST PORTFOLIO HOLDING CORPORATION, and JOHN OSWALD, solely in his capacity as the FP Representative Dated as of May 13, 2015Merger Agreement • May 19th, 2015 • WashingtonFirst Bankshares, Inc. • State commercial banks • Virginia
This Agreement and Plan of Reorganization (the “Agreement”), made as of this 13th day of May, 2015, is by and among WashingtonFirst Bankshares, Inc. (“WFBI”), a corporation organized and existing under the laws of the Commonwealth of Virginia, 1st Portfolio Holding Corporation (“FP Holding”), a corporation organized and existing under the laws of the Commonwealth of Virginia, and, solely with respect to Sections 1.8, 2.6, 2.10, 6.12, 8.3 and Article IX, John Oswald, solely in his capacity as the agent and representative of the FP Indemnity Securityholders with respect to this Agreement and the matters and transactions contemplated herein (the “FP Representative”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 3rd, 2013 • WashingtonFirst Bankshares, Inc. • State commercial banks • Virginia
This Incentive Stock Option Agreement ("Option Agreement") is made between WashingtonFirst Bankshares, Inc. (the “Company”), a corporation formed under the laws of the Commonwealth of Virginia to serve as a bank holding company for WashingtonFirst Bank, and [____________________________] (the "Optionee").
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2012 • WashingtonFirst Bankshares, Inc. • State commercial banks • Virginia
THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered as of the 21st day of September, 2012 (the “Execution Date”), by and between WASHINGTONFIRST BANK, a Virginia banking corporation (“Employer”), and SHAZA L. ANDERSEN, a Virginia resident (“Executive”) and as of the Effective Date amends and restates in its entirety that Amended and Restated Executive Employment Agreement by and between Employer and Executive that was dated as of the 16th day of December, 2010 (the “First Amended Agreement”).
FORM OF WASHINGTONFIRST BANKSHARES, INC. RESTRICTED STOCK AGREEMENT (2010 Equity Compensation Plan)Restricted Stock Agreement • August 13th, 2012 • WashingtonFirst Bankshares, Inc. • Virginia
This Restricted Stock Agreement (“Agreement”), is made effective and entered into as of the day of , 20 (the “Grant Date”), by and between WashingtonFirst Bankshares, Inc. (the “Company”), a corporation formed under the laws of the Commonweath of Virginia to serve as a bank holding company for WashingtonFirst Bank, and (the “Grantee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2012 • WashingtonFirst Bankshares, Inc. • State commercial banks • Virginia
This Indemnification Agreement (the “Agreement”) is made as of , 2012 by and between WashingtonFirst Bankshares, Inc., a corporation organized under the laws of the Commonwealth of Virginia, and (“Indemnitee”).
