Exhibit 10.2


 


 


VOTING AGREEMENT


 


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).


 


WHEREAS, concurrently with the execution
of this Agreement, the Company, Parent and Touchdown Acquisition, Inc., a Virginia corporation and wholly-owned subsidiary of Parent
(“Merger Sub”), are entering into an Agreement and Plan of Merger (the “Merger Agreement”)
pursuant to which, among other transactions, (i) Merger Sub will merge with and into the Company on the terms and conditions set
forth therein, with the Company surviving such merger as a wholly-owned subsidiary of Parent (the “First-Step Merger”)
and (ii) immediately thereafter, the Company will merge with and into Parent, with Parent being the surviving corporation and,
in connection therewith, each share of the common stock, par value $0.01 per share, of the Company (“Company Common Stock”)
issued and outstanding immediately prior to the Effective Time will, without any further action on the part of the holder thereof,
be automatically converted into the right to receive the Merger Consideration as set forth in the Merger Agreement, subject to
the terms and conditions set forth therein;


 


WHEREAS, as of the date hereof, the Shareholder
is the beneficial owner of, has the sole right to dispose of and has the sole right to vote, the number of shares of Company Common
Stock set forth below the Shareholder’s signature on the signature page hereto (such Company Common Stock, together with
any other capital stock of the Company acquired by the Shareholder after the execution of this Agreement and over which the Shareholder
exercises the sole right of disposition and voting, whether acquired directly or indirectly, upon the exercise of options, conversion
of convertible securities or otherwise, and any other securities issued by the Company that are entitled to vote on the approval
the Merger Agreement held or acquired by the Shareholder (whether acquired heretofore or hereafter), being collectively referred
to herein as the “Shares”);


 


WHEREAS, obtaining the Requisite Company
Vote is a condition to the consummation of the transactions contemplated by the Merger Agreement; and


 


WHEREAS, as a condition and an inducement
to Parent’s willingness to enter into the Merger Agreement and incur the obligations set forth therein, Parent has required
that the Shareholder enter into this Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


 




     


     


    

 


Section 1.          Agreement
to Vote; Restrictions on Voting and Dispositions.


 


(a)          Agreement
to Vote Company Common Stock. The Shareholder hereby irrevocably and unconditionally agrees that from the date hereof until
the Expiration Time (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of the
Company’s shareholders, however called, the Shareholder will (x) appear at such meeting or otherwise cause all of the
Shareholder’s Shares to be counted as present thereat for purposes of establishing a quorum and (y) vote or cause to be voted
all of such Shares, (1) in favor of the approval of the Merger Agreement, the First-Step Merger and the other transactions contemplated
by the Merger Agreement, (2) against any Acquisition Proposal, without regard to any recommendation to the shareholders of
the Company by the Board of Directors of the Company concerning such Acquisition Proposal, and without regard to the terms of such
Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions
contemplated by the Merger Agreement, (3) against any agreement, amendment of any agreement (including the Company’s
articles of incorporation and bylaws), or any other action that is intended or would reasonably be expected to prevent, impede,
or interfere with, delay, postpone, or discourage the transactions contemplated by the Merger Agreement and (4) against any action,
agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant,
agreement or other obligation of the Company in the Merger Agreement.


 


(b)          Restrictions
on Transfers. The Shareholder hereby agrees that, from the date hereof until the earlier of the receipt of the Requisite Company
Vote or the Expiration Time, the Shareholder shall not, and shall not enter into any agreement, arrangement or understanding to,
directly or indirectly, sell, offer to sell, give, pledge, grant a security interest in, encumber, assign, grant any option for
the sale of or otherwise transfer or dispose of (each, a “Transfer”) any Shares. The Shareholder further
agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with
respect to all of the Shares owned by the Shareholder.


 


(c)          Transfer
of Voting Rights. The Shareholder hereby agrees that the Shareholder shall not deposit any Shares in a voting trust, grant
any proxy or power of attorney or enter into any voting agreement or similar agreement, arrangement or understanding in contravention
of the obligations of the Shareholder under this Agreement with respect to any of the Shares.


 


(d)          Acquired
Shares. Any Shares or other voting securities of the Company with respect to which beneficial ownership and the sole rights
of disposition and voting are acquired by the Shareholder, including, without limitation, by purchase, as a result of a stock dividend,
stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion
of any securities of the Company, if any, after the date hereof shall automatically become subject to the terms of this Agreement.


 


(e)          No
Inconsistent Agreements. The Shareholder hereby agrees that he or she shall not enter into any agreement, arrangement or understanding
with any person prior to the termination of this Agreement, directly or indirectly, to vote, grant a proxy or power of attorney
or give instructions with respect to the voting of the Shareholder’s Shares in any manner which is inconsistent with this
Agreement.


 




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Section 2.          Representations,
Warranties and Covenants of the Shareholder.


 


(a)          Representations
and Warranties. The Shareholder represents and warrants to Parent as follows:


 


(i)          Capacity;
Consents. The Shareholder is a limited partnership duly organized, validly existing and in good standing under the laws of
the jurisdiction of its formation. The Shareholder has all requisite corporate or other power and authority to enter into and perform
its obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, a Governmental Entity
is necessary on the part of the Shareholder for the execution, delivery and performance of this Agreement by the Shareholder or
the consummation by the Shareholder of the transactions contemplated hereby.


 


(ii)         Due
Execution. This Agreement has been duly executed and delivered by the Shareholder.


 


(iii)        Binding
Agreement. Assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the
valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms (except in all
cases as such enforceability may be limited by the Enforceability Exceptions).


 


(iv)        Non-Contravention.
The execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of its obligations
hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or
constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or
decree to which the Shareholder is a party or by which the Shareholder or its property or assets is bound, or any statute, rule
or regulation to which the Shareholder or its property or assets is subject. Except as contemplated by this Agreement, neither
the Shareholder nor any of its affiliates (1) has entered into any voting agreement or voting trust with respect to any Shares
or entered into any other contract relating to the voting, transfer or disposition of the Shares or (2) has appointed or granted
a proxy or power of attorney with respect to any Shares.


 


(v)         Ownership
of Shares. Except for restrictions in favor of Parent pursuant to this Agreement, the Shareholder beneficially owns all of
the Shareholder’s Shares free and clear of any proxy or voting restriction, and has sole voting power and sole power of disposition
with respect to such Shares with no restrictions on the Shareholder’s rights of voting or disposition pertaining thereto,
and no person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shareholder’s
Shares. As of the date hereof, the number of the Shareholder’s Shares is set forth below the Shareholder’s signature
on the signature page hereto.


 


(vi)        Legal
Actions. There is no action, suit, investigation, complaint or other proceeding pending against the Shareholder or, to the
knowledge of the Shareholder, any other person or, to the knowledge of the Shareholder, threatened against the Shareholder or any
other person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under
this Agreement or the performance by any party of its obligations under this Agreement.


 




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(b)          Covenants.
From the date hereof until the Expiration Time:


 


(i)          The
Shareholder agrees not to take any action that would make any representation or warranty of the Shareholder contained herein untrue
or incorrect or have the effect of preventing, impeding, delaying, interfering with or adversely affecting the performance by the
Shareholder of its obligations under this Agreement.


 


(ii)         The
Shareholder hereby agrees to promptly notify Parent of the number of shares of Company Common Stock acquired by the Shareholder
and over which the Shareholder exercises sole rights of disposition and voting, if any, after the date hereof. Any such shares
shall be subject to the terms of this Agreement as though owned by the Shareholder on the date hereof and shall be deemed “Shares”
for all purposes hereof.


 


(iii)        The
Shareholder hereby authorizes Parent and the Company to publish and disclose in any announcement or disclosure required by applicable
law and any proxy statement or prospectus filed in connection with the transactions contemplated by the Merger Agreement the Shareholder’s
identity and ownership of the Shares and the nature of the Shareholder’s obligation under this Agreement.


 


Section 3.          Further
Assurances. From time to time, at the request of Parent and without further consideration, the Shareholder shall execute and
deliver such additional documents and take all such further action as may be necessary to consummate and make effective the transactions
contemplated by this Agreement.


 


Section 4.          Termination.
Other than this Section 4 and Section 5, which shall survive any termination of this Agreement, this Agreement will terminate upon
the earlier of (a) the Effective Time and (b) the date of termination of the Merger Agreement in accordance with its terms (the
“Expiration Time”); provided that no such termination shall relieve any party hereto from any liability
for any breach of this Agreement occurring prior to such termination.


 


Section 5.          Miscellaneous.


 


(a)          Expenses.
All expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the
party incurring such expenses.


 


(b)          Notices.
Any notice required to be given hereunder shall be sufficient if in writing, and sent by email or facsimile transmission (with
confirmation), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return
receipt requested and first-class postage prepaid), addressed as follows:


 




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(i)          If
to Parent, to:


 


Sandy Spring Bancorp, Inc.

17801 Georgia Avenue


Olney, MD 20832


Attention: Ronald E. Kuykendall


 EVP, General Counsel & Secretary


 Facsimile:   301.774.8434




Email: rkuykendall@sandyspringbank.com


 


with a copy (which shall not constitute
notice) to: 


 


Kilpatrick Townsend & Stockton LLP


607 14th Street NW


Washington, DC 20005


Attention:  Aaron M. Kaslow


Facsimile:   202.204.5600


Email: akaslow@kilpatricktownsend.com


 


(ii)         If
to the Shareholder, to the address of the Shareholder set forth below the Shareholder’s signature on the signature pages
hereto.


 


(c)          Amendments,
Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by
an instrument in writing signed by each of the parties hereto.


 


(d)          Successors
and Assigns. No party hereto may assign any of its rights or delegate any of its obligations under this Agreement without the
prior written consent of the other party hereto, except Parent may, without the consent of the Shareholder, assign any of Parent’s
rights and delegate any of Parent’s obligations under this Agreement to any affiliate of Parent. Subject to the preceding
sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective
successors and assigns, including without limitation any corporate successor by merger or otherwise. Notwithstanding any Transfer
of shares of Company Common Stock consistent with this Agreement, the transferor shall remain liable for the performance of all
obligations of transferor under this Agreement.


 


(e)          Third
Party Beneficiaries. Nothing expressed or referred to in this Agreement will be construed to give any person, other than the
parties to this Agreement and their respective successors and permitted assigns, any legal or equitable right, remedy or claim
under or with respect to this Agreement or any provision of this Agreement.


 


(f)          No
Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is
not intended to create, and does not create, any agency, partnership, “group” (as such term is used in Section 13(d)
of the Exchange Act), joint venture or any like relationship between the parties hereto.


 




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(g)          Entire
Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto relating to the subject
matter hereof and supersedes all prior agreements and understandings relating to such subject matter.


 


(h)          Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public
policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic
or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.


 


(i)          Specific
Performance; Remedies Cumulative. The parties hereto acknowledge that money damages are not an adequate remedy for breaches
of this Agreement, that any breach of this Agreement would cause irreparable harm to the non-breaching party and that any party,
in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in its sole discretion,
apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just
and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each
party waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise
available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise
of any such right, power or remedy by any party shall not preclude the simultaneous or later exercise of any other such rights,
powers or remedies by such party.


 


(j)          No
Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and
any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such compliance.


 


(k)          Governing
Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated
hereby shall be governed by, and construed in accordance with, the internal laws of the State of Maryland, without regard to any
applicable conflicts of law principles.


 


(l)          Submission
to Jurisdiction. The parties hereto agree that any suit, action or proceeding brought by either party to enforce any provision
of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be
brought in any federal or state court located in the State of Maryland. Each of the parties hereto submits to the jurisdiction
of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of,
or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction
derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.


 




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(m)          Waiver
of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, DIRECTLY OR INDIRECTLY,
ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER AND (C) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS Section.


 


(n)          Drafting
and Representation. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. No provision
of this Agreement will be interpreted for or against any party because that party or its legal representative drafted the provision.


 


(o)          Name,
Captions, Gender. Section headings of this Agreement are for reference purposes only and are to be given no effect in the construction
or interpretation of this Agreement. Whenever the context may require, any pronoun used herein shall include the corresponding
masculine, feminine or neuter forms.


 


(p)          Counterparts.
This Agreement may be executed by facsimile or other electronic means and in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of
copies each signed by less than all, but together signed by all, the parties hereto.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties hereto have
duly executed and delivered this Agreement as of the date and year first written above.


 


	 	SANDY SPRING BANCORP, INC.
	 	 	 
	 	By:	/s/ Daniel J. Schrider
	 	 	Name:  Daniel J. Schrider
	 	 	Title: President & CEO


 


[Signature Page to Voting Agreement]


 




     


     


    

  


IN WITNESS WHEREOF, the parties hereto have
duly executed and delivered this Agreement as of the date and year first written above.


 


	 	ENDICOTT OPPORTUNITY PARTNERS III, L.P.
	 	 	 
	 	By:	W.R. Endicott III, L.L.C., its general partner
	 	 	 
	 	By:	/s/ Wayne K. Goldstein
	 	Name: Wayne K. Goldstein
	 	Title: Managing Member
	 	 	 
	 	Number of Shares of Company Common Stock:
	 	 	 
	 	1,199,032





 


	 	Address:  	570 Lexington Avenue, 37th Floor
	 	 	 
	 	 	New York, NY 10022
	 	 	 
	 	Phone:	212-450-8070
	 	 	 
	 	Facsimile:	212-350-5530
	 	 	 
	 	Email:	wayne@theendicottgroup.com
	 	 	 
	 	 	brad@theendicottgroup.com


 


[Signature Page to Voting Agreement]