exv10w12



 







Exhibit 10.12




ACCESS NATIONAL CORPORATION




2,135,000 Shares of Common Stock

(Par Value $0.835 Per Share)




UNDERWRITING AGREEMENT




July 27, 2006




KEEFE, BRUYETTE & WOODS, INC.

SCOTT & STRINGFELLOW, INC.

     as Representatives of the several Underwriters




c/o Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue, Fourth Floor

New York, New York 10019



Ladies and Gentlemen:




     Access National Corporation, a Virginia corporation (the “Company”), and Jacques Rebibo and
Michael J. Rebibo, the persons listed in Schedule B hereto (the “Selling Shareholders”), confirm
their respective agreements with Keefe, Bruyette & Woods, Inc. (“Keefe Bruyette”) and Scott &
Stringfellow, Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the
“Underwriters,” which term shall also include any underwriter substituted as hereinafter provided
in Section 10 hereof), for whom Keefe Bruyette and Scott & Stringfellow, Inc. are acting as
representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the
Company and the Selling Shareholders, acting severally and not jointly, and the purchase by the
Underwriters, acting severally and not jointly, of the respective numbers of shares of common
stock, par value $0.835 per share, of the Company (“Common Stock”) set forth in Schedules A and B
hereto and (ii) the grant by the Company and the Selling Shareholders to the Underwriters, acting
severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any
part of 320,250 additional shares of Common Stock to cover over-allotments, if any. The 2,135,000
shares of Common Stock to be purchased by the Underwriters (the “Initial Securities”) and all or
any part of the 320,250 shares of Common Stock subject to the option described in Section 2(b)
hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”



     The Company and the Selling Shareholders understand that the Underwriters propose to make a
public offering of the Securities as soon as the Representatives deem advisable after this
Agreement has been executed and delivered.



     The Company, the Selling Shareholders and the Underwriters agree that up to 106,750 shares of
the Securities to be purchased by the Underwriters (the “Directed Securities”) shall be reserved
for sale by the Underwriters to certain eligible employees and persons having business
relationships with the Company (the “Invitees”), as part of the distribution of the Securities by
the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and
interpretations of the National Association of Securities Dealers, Inc. (the “NASD”) and all other
applicable laws, rules and regulations (the “Directed Share Program”). To the extent that the
Directed Securities are not orally confirmed for purchase by the




 









 







Invitees by the end of the first
business day after the date of this Agreement, the Directed Securities may be offered to the public
as part of the public offering contemplated hereby.




     The Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-1 (No. 333-134929), including the related preliminary prospectus
or prospectus covering the registration of the Securities under the Securities Act of 1933, as
amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company
will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of
the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and
paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. The information included in
such prospectus that was omitted from such registration statement at the time it became effective,
but that is deemed to be part of such registration statement at the time it became effective
pursuant to paragraph (b) of Rule 430A, is referred to as the “Rule 430A Information.” Each
prospectus used before such registration statement became effective, and any prospectus that
omitted the Rule 430A Information that was used after such effectiveness and prior to the execution
and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration
statement, including any amendments, the exhibits and any schedules thereto, if any, at the time it
became effective and including the Rule 430A Information is referred to herein as the “Registration
Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is referred to herein as the “Rule 462(b) Registration Statement,” and, after such filing, the term
“Registration Statement” shall include the Rule 462(b) Registration Statement. The final
prospectus in the form first furnished to the Underwriters for use in connection with the offering
of the Securities is referred to herein as the “Prospectus.” For purposes of this Agreement, all
references to the Registration Statement, any preliminary prospectus, the Prospectus, or any
amendment or supplement to any of the foregoing, shall be deemed to include the copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).



     SECTION 1. Representations and Warranties and Agreements.



     (a) Representations and Warranties by the Company. The Company represents and warrants to
each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof,
and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each
Underwriter, as follows:



          (i) Compliance with Registration Requirements. At the time of filing the Registration
Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto, and at
the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act
Regulations (“Rule 405”). Each of the Registration Statement and any Rule 462(b) Registration
Statement has become effective under the 1933 Act, and no stop order suspending the effectiveness
of the Registration Statement and any post-effective amendment thereto or any Rule 462(b)
Registration Statement has been issued, and any post-effective amendment thereto under the 1933 Act
and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the
Company, are contemplated by the Commission, and any request on the part of the Commission for
additional information has been complied with.




               At the respective times the Registration Statement, any Rule 462(b) Registration Statement and
any post-effective amendments thereto became effective and at the Closing Time (and, if any Option
Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b)
Registration Statement and any amendments and supplements thereto complied and will



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comply in all
material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not
and will not contain an untrue statement of a material fact or omit to state a material fact
required to be
stated therein or necessary to make the statements therein not misleading. The Prospectus,
any preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection
therewith, at their respective times of issuance and at the Closing Time, complied and will comply
in all material respects with any applicable laws or regulations of foreign jurisdictions in which
the Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are
distributed in connection with the offer and sale of Directed Securities. Neither the Prospectus
nor any amendments or supplements thereto (including any prospectus wrapper), at the time the
Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any
Option Securities are purchased, at the Date of Delivery), included or will include an untrue
statement of a material fact or omitted or will omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.




               Each preliminary prospectus and the prospectus filed as part of the Registration Statement as
originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933
Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act
Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for
use in connection with this offering was identical to the electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.



               As of the Applicable Time (as defined below), neither (x) the Issuer-Represented General Free
Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the
Statutory Prospectus (as defined below), all considered together (collectively, the “General
Disclosure Package”), nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus
(as defined below), when considered together with the General Disclosure Package, included any
untrue statement of a material fact or omitted to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.



               As used in this subsection and elsewhere in this Agreement:




          “Applicable Time” means 5:00 p.m. (Eastern time) on the date of this Agreement or such
other time as agreed by the Company and Keefe Bruyette.




          “Issuer-Represented Free Writing Prospectus” means any “issuer free writing
prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to
the Securities that (i) is required to be filed with the Commission by the Company or (ii)
is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the
Securities or of the offering that does not reflect the final terms, in each case in the
form filed or required to be filed with the Commission, or, if not required to be filed, in
the form retained in the Company’s records pursuant to Rule 433(g).




          “Issuer-Represented General Free Writing Prospectus” means any Issuer-Represented Free
Writing Prospectus that is intended for general distribution to prospective investors, as
evidenced by its being specified in Schedule C hereto.




          “Issuer-Represented Limited Use Free Writing Prospectus” means any Issuer-Represented
Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus.



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          “Statutory Prospectus” means, as of any time, the prospectus relating to the Securities
that is included in the Registration Statement immediately prior to that time, including any
preliminary or other prospectus deemed to be a part thereof. For purposes of this
definition, information contained in a form of prospectus that is deemed retroactively to be
a part of the Registration Statement pursuant to Rule 430A shall be considered to be
included in the Statutory Prospectus as of the actual time that form of prospectus is filed
with the Commission pursuant to Rule 424(b).



               Each Issuer-Represented Free Writing Prospectus, as of its issue date and at all subsequent
times through the completion of the public offer and sale of the Securities, or until any earlier
date that the issuer notified or notifies Keefe Bruyette as described in the next sentence, did
not, does not and will not include any information that conflicted, conflicts or will conflict with
the information contained in the Registration Statement or the Prospectus and any preliminary or
other prospectus deemed to be a part thereof that has not been superseded or modified.



               The representations and warranties in this subsection shall not apply to statements in or
omissions from the Registration Statement, any preliminary prospectus, the Prospectus or any
Issuer-Represented Free Writing Prospectus made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Keefe Bruyette expressly for use
therein.



          (ii) Independent Accountants. BDO Seidman, LLP, the accounting firm that audited the
financial statements as of December 31, 2004 and December 31, 2005 and for the two years ended
December 31, 2004 and December 31, 2005, and Yount, Hyde & Barbour, PC, the accounting firm that
audited the financial statements as of December 31, 2003 and for the year ended December 31, 2003
and supporting schedules of the Company included in the Registration Statement, the General
Disclosure Package, and the Prospectus, are and were during the periods indicated each an
independent registered public accounting firm as required by the 1933 Act and the 1933 Act
Regulations and are registered with the Public Company Accounting Oversight Board. With respect to
the Company, and to the Company’s knowledge, BDO Seidman, LLP and Yount, Hyde & Barbour, PC are not
and have not been in violation of the auditor independence requirements of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley
Act”).




          (iii) Financial Statements. The financial statements included in the Registration
Statement, the General Disclosure Package and the Prospectus, together with the related schedules
and notes, present fairly the financial position of the Company and its consolidated subsidiaries
at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the
Company and its consolidated subsidiaries for the periods specified, and said financial statements
have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on
a consistent basis throughout the periods involved except as otherwise noted in said financial
statements and in accordance with Regulation S-X under the 1933 Act. The supporting schedules, if
any, included in the Registration Statement, the General Disclosure Package and the Prospectus
present fairly in accordance with GAAP the information required to be stated therein. The selected
financial data and the summary financial information included in the Registration Statement, the
General Disclosure Package and the Prospectus present fairly the information shown therein and have
been compiled on a basis consistent with that of the audited financial statements included in the
Registration Statement and the books and records of the Company. No other financial statements or
schedules are required to be included in the Registration Statement. To the extent applicable, all
disclosures contained in the Registration Statement or the




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Prospectus regarding “non-GAAP financial
measures” (as such term is defined by the rules and regulations
of the Commission) comply with Regulation G of the Securities Exchange Act of 1934, as amended
(the “1934 Act”), the rules and regulations of the 1934 Act (the “1934 Act Regulations”) and Item
10 of Regulation S-K under the 1933 Act, as applicable.




          (iv) No Material Adverse Change in Business. Since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package and the
Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or business prospects
of the Company and the Subsidiaries (as defined below) considered as one enterprise, whether or not
arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no
transactions entered into by the Company or any of the Subsidiaries, other than those in the
ordinary course of business, that are material with respect to the Company and the Subsidiaries
considered as one enterprise, and (C) except for quarterly dividends on the Common Stock in amounts
per share that are consistent with recent past practice, there has been no dividend or distribution
of any kind declared, paid or made by the Company on any class of its capital stock.




          (v) Good Standing of the Company. The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the Commonwealth of Virginia and has
corporate power and authority to own, lease and operate its properties and to conduct its business
as described in the Registration Statement, General Disclosure Package and the Prospectus and to
enter into and perform its obligations under this Agreement. The Company is a registered bank
holding company under the Bank Holding Company Act of 1956, as amended, is duly qualified as a
foreign corporation to transact business and is in good standing in each other jurisdiction in
which such qualification is required, whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure so to qualify or to be in good standing would not
result in a Material Adverse Effect.




          (vi) Good Standing of Subsidiaries. Each direct and indirect subsidiary of the
Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is
validly existing as a national bank, corporation or other entity in good standing under the laws of
the jurisdiction of its organization, has requisite power and authority to own, lease and operate
its properties and to conduct its business as described in the General Disclosure Package and the
Prospectus and is duly qualified as a foreign entity to transact business and is in good standing
in each jurisdiction in which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure so to qualify or to be in
good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the
Registration Statement, all of the issued and outstanding capital stock of each Subsidiary has been
duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company,
directly or through a Subsidiary, free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary
was issued in violation of the preemptive or similar rights of any securityholder of any
Subsidiary. The only subsidiaries of the Company are the Subsidiaries listed on Schedule D hereto.




          (vii) Capitalization. The authorized, issued and outstanding capital stock of the
Company is as set forth in the General Disclosure Package and the Prospectus in the column entitled
“Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to
this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the
Prospectus or pursuant to the exercise of convertible securities or options referred to in the
Prospectus). The shares of issued and outstanding capital stock, including the Securities to be
purchased by the Underwriters




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from the Selling Shareholders and the warrants and options issued by
the Company, have been duly authorized and validly issued and the shares of capital stock,
including the Securities to be purchased by the Underwriters
from the Selling Shareholders, are fully paid and non-assessable. None of the outstanding
shares of capital stock, including the Securities to be purchased by the Underwriters from the
Selling Shareholders and the warrants or options, were issued in violation of the preemptive or
other similar rights of any securityholder of the Company.




          (viii) Authorization of Agreement. This Agreement has been duly authorized, executed
and delivered by the Company and, when duly executed by the Underwriter, will constitute the valid
and binding agreement of the Company enforceable against the Company in accordance with its terms,
except as may be limited or otherwise affected by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar statutes, rules, regulations or
other laws affecting the enforcement of creditors’ rights and remedies generally, and the
unavailability of, or limitation on the availability of, a particular right or remedy (whether in a
proceeding in equity or at law) because of equitable principles.




          (ix) Authorization and Description of Securities. The Securities to be purchased by
the Underwriters from the Company have been duly authorized for issuance and sale to the
Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to
this Agreement against payment of the consideration set forth herein, will be validly issued and
fully paid and non-assessable free and clear of any security interest, mortgage, pledge, lien,
charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement. The
Common Stock conforms to all statements relating thereto contained in the Prospectus and such
description conforms to the rights set forth in the instruments defining the same. No holder of
the Securities will be subject to personal liability for the debts of the Company by reason of
being such a holder, and the issuance of the Securities is not subject to the preemptive or other
similar rights of any securityholder of the Company. The form of certificate used to evidence the
Common Stock complies in all material respects with all applicable statutory requirements, with any
applicable requirements of the organizational documents of the Company and the requirements of the
Nasdaq Global Market. All securities issued by the Company, any of the Subsidiaries or any trusts
established by the Company or any Subsidiary, have been or will be issued and sold in compliance
with (A) all applicable federal and state securities laws, (B) the laws of the applicable
jurisdiction of organization of the issuing entity, and (C) to the extent applicable to the issuing
entity, the requirements of the Nasdaq Global Market.




          (x) Absence of Defaults and Conflicts. Neither the Company nor any of the
Subsidiaries is in violation of its charter or by-laws or in default in the performance or
observance of any obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or
instrument to which the Company or any of the Subsidiaries is a party or by which it or any of them
may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject
(collectively, “Agreements and Instruments”) except for such defaults that would not result in a
Material Adverse Effect. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein and in the Registration Statement (including
the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities
as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the
Company
with its obligations hereunder have been duly authorized by all necessary corporate action and do
not and will not, whether with or without the giving of notice or passage of time or both, conflict
with or constitute a breach of, or default or Repayment Event (as defined below) under, or result
in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts,




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breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse
Effect), nor will such action result in any violation of the provisions of the charter or by-laws
of the Company or any Subsidiary or any
applicable law, statute, rule, regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having jurisdiction over the Company or
any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment
Event” means any event or condition that gives the holder of any note, debenture or other evidence
of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase,
redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.




          (xi) Absence of Labor Dispute or Discrimination Claims. No labor dispute with the
employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is imminent
that, in either case, may reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any Subsidiary is in violation of or has received notice of any violation with
respect to any federal or state law relating to discrimination in the hiring, promotion or pay of
employees, nor any applicable federal or state wages and hours law, nor any state law precluding
the denial of credit due to the neighborhood in which a property is situated, the violation of any
of which could have a Material Adverse Effect.




          (xii) Absence of Proceedings. There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or body, domestic or foreign,
now pending or, to the knowledge of the Company, threatened against or affecting the Company or any
Subsidiary that is required to be disclosed in the Registration Statement (other than as disclosed
therein) or that might reasonably be expected to result in a Material Adverse Effect or that might
reasonably be expected to materially and adversely affect the consummation of the transactions
contemplated in this Agreement or the performance by the Company of its obligations hereunder. The
aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary
is a party, or of which any of their respective property or assets is the subject, that are not
described in the Registration Statement, including ordinary routine litigation incidental to the
business, could not reasonably be expected to result in a Material Adverse Effect.




          (xiii) Accuracy of Exhibits. There are no contracts or documents that are required to
be described in the Registration Statement, the General Disclosure Package, or the Prospectus or to
be filed as exhibits thereto that have not been so described and filed as required. All such
contracts to which the Company or any of the Subsidiaries is a party have been duly authorized,
executed and delivered by the Company or such Subsidiary, constitute valid and binding agreements
of the Company or such Subsidiary and are enforceable against the Company or such Subsidiary in
accordance with the terms thereof, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and by equitable principles restricting the availability of equitable
remedies.




          (xiv) Possession of Intellectual Property. The Company and the Subsidiaries own or
possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures and excluding generally commercially available
“off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses),
trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual
Property”) necessary to carry on the business now operated by them, and neither the Company nor any
of the Subsidiaries has received any notice or is otherwise aware of any infringement of or
conflict with asserted rights of others




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with respect to any Intellectual Property or of any facts
or circumstances that would render any Intellectual Property invalid or inadequate to protect the
interest of the Company or any of the Subsidiaries therein, and which infringement or conflict (if
the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or
in the aggregate, would result in a Material Adverse Effect.




          (xv) Absence of Further Requirements. No filing with, or authorization, approval,
consent, license, order, registration, qualification or decree of, any court or governmental
authority or agency is necessary or required for the performance by the Company of its obligations
hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the
consummation of the transactions contemplated by this Agreement, except (i) such as have been
already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state
securities laws and (ii) such as have been obtained under the laws and regulations of jurisdictions
in which the Directed Securities are offered.




          (xvi) Possession of Licenses and Permits. The Company and the Subsidiaries possess
such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental
Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies
necessary to conduct the business now operated by them. The Company and the Subsidiaries are in
compliance with the terms and conditions of all such Governmental Licenses, except where the
failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect. All of
the Governmental Licenses are valid and in full force and effect, except where the invalidity of
such Governmental Licenses or the failure of such Governmental Licenses to be in full force and
effect would not have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries
has received any notice of proceedings relating to the revocation or modification of any such
Governmental Licenses that, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would result in a Material Adverse Effect. Neither the Company nor any of the
Subsidiaries has failed to file with applicable regulatory authorities any statement, report,
information or form required by any applicable law, regulation or order, except where the failure
to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect,
and all such filings were in material compliance with applicable laws when filed and no material
deficiencies have been asserted by any regulatory commission, agency or authority with respect to
any such filings or submissions.




          (xvii) Title to Property. The Company and the Subsidiaries have good and marketable
title to all real property owned by the Company and the Subsidiaries and good title to all other
properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security
interests, claims, restrictions or encumbrances of any kind (other than pledges with respect to
Federal Home Loan Bank of Atlanta borrowings and securities pledged to secure local government
deposits and as collateral for repurchase agreements) except such as (a) are described in the
General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially
affect the value of such property and do not interfere with the use made and proposed to be made of
such property by the Company or any of the Subsidiaries. All of the leases and subleases material
to the business of the Company and the Subsidiaries, considered as one enterprise, and under which
the Company or any of the Subsidiaries holds properties described in the General Disclosure Package
and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has
any notice of any material claim of any sort that has been asserted by anyone adverse to the rights
of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting
or questioning the rights of the Company or such Subsidiary to the continued possession of the
leased or subleased premises under any such lease or sublease.




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          (xviii) Compliance with Cuba Act. The Company has complied with, and is and will be
in compliance with, the provisions of that certain Florida act relating to disclosure of doing
business with Cuba, codified as Section 517.075 of the Florida statutes, and the rules and
regulations thereunder (collectively, the “Cuba Act”) or is exempt therefrom.




          (xix) Investment Company Act. The Company is not, and upon the issuance and sale of
the Securities as herein contemplated and the application of the net proceeds therefrom as
described in the General Disclosure Package and the Prospectus will not be, an “investment company”
or an entity “controlled” by an “investment company” as such terms are defined in the Investment
Company Act of 1940, as amended (the “1940 Act”).




          (xx) Environmental Laws. Except as described in the Registration Statement and except
as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the
Company nor any of the Subsidiaries is in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or
administrative interpretation thereof, including any judicial or administrative order, consent,
decree or judgment, relating to pollution or protection of human health, the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata) or wildlife, including, without limitation, laws and regulations relating to the release or
threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively,
“Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B)
the Company and the Subsidiaries have all permits, authorizations and approvals required under any
applicable Environmental Laws and are each in compliance with their requirements, (C) there are no
pending or threatened administrative, regulatory or judicial actions, suits, demands, demand
letters, claims, liens, notices of noncompliance or violation, investigation or proceedings
relating to any Environmental Law against the Company or any of the Subsidiaries and (D) there are
no events or circumstances that might reasonably be expected to form the basis of an order for
clean-up or remediation, or an action, suit or proceeding by any private party or governmental body
or agency, against or affecting the Company or any of the Subsidiaries relating to Hazardous
Materials or any Environmental Laws.




          (xxi) Taxes. The Company and each of the Subsidiaries has (a) timely filed all
material foreign, United States federal, state and local tax returns, information returns, and
similar reports that are required to be filed (taking into account valid extensions), and all tax
returns are true, correct and complete, (b) paid in full all taxes required to be paid by it and
any other assessment, fine or penalty levied against it, except for any such tax assessment, fine
or penalty that is currently being contested in good faith or as would not have, individually or in
the aggregate, a Material Adverse Effect, and (c) established on the most recent balance sheet
reserves that are adequate for the payment of all taxes not yet due and payable.




          (xxii) Insurance. The Company and the Subsidiaries carry, or are covered by,
insurance in such amounts and covering such risks as the Company reasonably believes are adequate
for the conduct of the business of the Company and the Subsidiaries and the value of their
properties and as are customary in the business in which the Company and the Subsidiaries are
engaged. Neither the Company nor the Subsidiaries has been refused any insurance coverage sought
or applied for, and the Company has no reason to believe that they will not be able to renew their
existing insurance coverage as




- 9 -









 







and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not have a
Material Adverse Effect.




          (xxiii) Statistical and Market Data. The statistical and market related data
contained in the Prospectus and Registration Statement are based on or derived from sources that
the Company believes are reliable and accurate; provided, however, that the foregoing
representation shall not apply to statistical and market related data based on or derived from
information provided by the Representatives to the Company for inclusion in the Prospectus or the
Registration Statement.




          (xxiv) Relationship. No relationship, direct or indirect, exists between or among the
Company or any of the Subsidiaries, on the one hand, and the directors, officers, shareholders,
customers or suppliers of the Company or any of the Subsidiaries, on the other, that is required by
the 1933 Act or by the rules and regulations of the Commission thereunder to be described in the
Registration Statement and/or the Prospectus and that is not so described.




          (xxv) Internal Control Over Financial Reporting. The Company maintains “internal
control over financial reporting” (as such term is defined in Rule 13a-15(f) under the 1934 Act
Regulations). To the Company’s knowledge, except as described in the Registration Statement,
General Disclosure Package and Prospectus, since the end of the Company’s most recent audited
fiscal year, there has been (1) no material weakness in the Company’s internal control over
financial reporting (whether or not remediated) and (2) no change in the Company’s internal control
over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.




          (xxvi) Disclosure Controls and Procedures. The Company and the Subsidiaries employ
“disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the 1934 Act
Regulations) that are effective in all material respects to perform the functions described in Rule
13a-15(e) under the 1934 Act Regulations. As of the Company’s last evaluation of its disclosure
controls and procedures pursuant to Rule 13a-15(e) under the 1934 Act Regulations, the Company is
not aware of (1) any significant deficiency in the design or operation of internal controls that
could adversely affect the Company’s ability to record, process, summarize and report financial
data or (2) any fraud, whether or not material, that involves management or other employees who
have a significant role in the Company’s internal controls.




          (xxvii) Compliance with the Sarbanes-Oxley Act. There is and has been no failure on
the part of the Company or any of the Company’s directors or officers, in their capacities as such,
to comply in all material respects with any provision of the Sarbanes-Oxley Act, including Section
402 related to loans and Sections 302 and 906 related to certifications.




          (xxviii) Pending Procedures and Examinations. The Registration Statement is not the
subject of a pending proceeding or examination under Section 8(d) or Section 8(e) of the 1933 Act,
and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in
connection with the offering of the Securities.




          (xxix) Unlawful Payments. Neither the Company nor any of the Subsidiaries nor, to the
knowledge of the Company, any director, officer, agent, employee or other person associated with or
acting on behalf of the Company or any of the Subsidiaries has (A) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to political
activity, (B) made any direct or indirect unlawful payment to any foreign or domestic government
official or




- 10 -









 







employee from corporate funds, (C) violated or is in violation of any provision of the
Foreign Corrupt Practices Act of 1977, or (D) made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment.




          (xxx) No Registration Rights. No person has the right to require the Company or any
of the Subsidiaries to register any securities for sale under the 1933 Act for any reason or by
reason of the filing of the Registration Statement with the Commission or the issuance and sale of
the Securities to be sold by the Company hereunder.




          (xxxi) No Stabilization or Manipulation. Neither the Company nor any of the
Subsidiaries, nor any affiliates of the Company or the Subsidiaries, has taken, and will not take,
directly or indirectly, any action designed to or that could reasonably be expected to cause or
result in any stabilization or manipulation of the price of the Securities.




          (xxxii) No Unauthorized Use of Prospectus. The Company has not distributed and, prior
to the later to occur of (i) the Closing Time and (ii) completion of the distribution of the
Securities, will not distribute any prospectus (as such term is defined in the 1933 Act and the
1933 Act Regulations) in connection with the offering and sale of the Securities other than the
Registration Statement, any preliminary prospectus, the Prospectus or other materials, if any,
permitted by the 1933 Act or by the 1933 Act Regulations and approved by Keefe Bruyette.




          (xxxiii) Forward-Looking Statements. No forward-looking statement (within the meaning
of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in the Registration
Statement and the Prospectus has been made or reaffirmed without a reasonable basis or has been
disclosed other than in good faith.




          (xxxiv) Lock-up Agreements. Each of the Selling Shareholders, the Company’s executive
officers and directors and 5% or greater shareholders and certain other shareholders, in each case
as listed on Schedule E hereto, has executed and delivered lock-up agreements as contemplated by
Section 5(k) hereof (except for Dean F. Hackemer, whose lock-up agreement will be executed and
delivered no later than July 31, 2006).




          (xxxv) Fees. Other than as contemplated by this Agreement, there is no broker, finder
or other party that is entitled to receive from the Company or any Subsidiary any brokerage or
finder’s fee or any other fee, commission or payment as a result of the transactions contemplated
by this Agreement.




          (xxxvi) ERISA. The Company and each of the Subsidiaries or their “ERISA Affiliates”
(as defined below) are in compliance in all material respects with all presently applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended, including the
regulations and published interpretations thereunder (“ERISA”). No “reportable event” (as defined
in ERISA) has occurred with respect to any “employee benefit plan” (as defined in ERISA) for which
the Company or any of the Subsidiaries or ERISA Affiliates would have any liability. The Company
and each of the Subsidiaries or their ERISA Affiliates have not incurred and do not expect to incur
liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any
“employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the United States Internal
Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder
(collectively the “Code”). Each “employee benefit plan” for which the Company and each of the
Subsidiaries or any of their ERISA Affiliates would have any liability that is intended to be
qualified under Section 401(a) of the Code is so




- 11 -









 







qualified in all material respects and nothing has
occurred, whether by action or by failure to act, that would cause the loss of such qualification.
“ERISA Affiliate” means, with respect to the Company or a Subsidiary, any member of any group of
organizations described in Sections 414(b), (c), (m) or (o) of the Code or Section 400(b) of ERISA
of which the Company or such Subsidiary is a member.




          (xxxvii) Regulatory Agreements. Neither the Company nor any of the Subsidiaries is a
party to or subject to any order, decree, agreement, memorandum or understanding or similar
agreement with, or a commitment letter, supervisory letter or similar submission to, any
governmental entity charged with the supervision or regulation of depository institutions or
engaged in the insurance of deposits (including the Board of Governors of the Federal Reserve (the
“FRB”), the Office of the Comptroller of the
Currency (the “OCC”) or the Federal Deposit Insurance Corporation (the “FDIC”)) or the
supervision or regulation of it or any of the Subsidiaries, except as would not, singly or in the
aggregate, result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries
has been advised by any such governmental entity that such governmental entity is contemplating
issuing or requesting (or is considering the appropriateness of issuing or requesting) any such
order, decree, agreement, memorandum or understanding, commitment letter, supervisory letter or
similar submission, except as would not, singly or in the aggregate, result in a Material Adverse
Effect.




          (xxxviii) Deposit Insurance, FHLB Membership and Bank Regulations. The deposit
accounts of Access National Bank (the “Bank”) are insured by the FDIC to the legal maximum, and the
Bank has paid all premiums and assessments required by the FDIC and the regulations promulgated by
the FDIC, and no proceeding for the termination or revocation of such insurance is pending or
threatened. The Bank is a member in good standing of the Federal Home Loan Bank of Atlanta. The
Bank has complied with all rules and regulations of the OCC and the FDIC, except for violations
that would not result in a Material Adverse Effect.




          (xxxix) Directed Share Program. The only individuals qualified to participate in the
Directed Share Program are the individuals listed on Schedule F hereto. No consent, approval,
authorization or order of, or qualification with, any governmental body or agency, other than those
obtained, is required in connection with the offering of the Directed Securities in any
jurisdiction where the Directed Securities are being offered. The Company has not offered, or
caused the Representatives to offer, Securities to any person pursuant to the Directed Share
Program with the specific intent to unlawfully influence (A) a customer or business partner of the
Company to alter the customer’s or business partner’s level or type of business with the Company or
(B) a trade journalist or publication to write or publish favorable information about the Company
or its products.




          (xl) The Nasdaq Global Market. The Securities to be sold by the Company are duly
authorized for listing, subject to official notice of issuance, on the Nasdaq Global Market, and
the Securities to be sold by the Selling Shareholders are duly listed on the Nasdaq Global Market.




          (xli) Insider Loans. The Company has provided a true, correct and complete list of
any still outstanding extension of credit in the form of a personal loan made, directly or
indirectly, by the Company or any of the Subsidiaries to any director or executive officer of the
Company or any of the Subsidiaries, or to any family member or affiliate of any director or
executive officer of the Company or any of the Subsidiaries. The Company has not, except as
permitted in the Bank’s capacity as a lending institution, directly or indirectly, including
through any of the Subsidiaries: (A) extended credit, arranged to extend credit, or renewed any
extension of credit, in the form of a personal loan, to or for any director or executive officer of
the Company or any of the Subsidiaries, or to or for any family member or affiliate of any director
or executive officer of the Company or any of the Subsidiaries; or (B) made




- 12 -









 







any material
modification, including any renewal thereof, to any term of any personal loan to any director or
executive officer of the Company or any of the Subsidiaries, or any family member or affiliate of
any director or executive officer.




          (xlii) Off Balance Sheet Transactions. There are no transactions, arrangements and
other relationships between and/or among the Company and/or, to the knowledge of the Company, any
of the Subsidiaries, affiliates and any unconsolidated entity, including, but not limited to, any
structural finance, special purpose or limited purpose entity (each, an “Off Balance Sheet
Transaction”) that could reasonably be expected to affect materially the Company’s liquidity or the
availability of or requirements for its capital resources, including those Off Balance Sheet
Transactions described in the Commission’s
Statement about Management’s Discussion and Analysis of Financial Conditions and Results of
Operations (Release Nos. 33-8056, 34-45321, and FR-61), required to be described in any preliminary
prospectus or the Prospectus that have not been described as required.




          (xliii) Losses. Neither the Company nor any of the Subsidiaries has sustained since
the date of the financial statements in the Registration Statement, any preliminary prospectus and
the Prospectus any loss or interference that is material to the Company and the Subsidiaries taken
as a whole with their respective businesses from fire, explosion, flood or other calamity, whether
or not covered by insurance, or from any labor dispute or court or governmental action, order or
decree.




          (xliv) Compliance with Rule 424. The Company has made all filings required by Rule
424 under the 1933 Act.




          (xlv) No Broker or Dealer. Neither the Company nor any of its affiliates (A) is
required to register as a “broker” or “dealer” in accordance with the provisions of the 1934 Act or
the 1934 Act Regulations, or (B) directly, or indirectly through one or more intermediaries,
controls or has any other association (within the meaning of Article I of the By-laws of the NASD)
with any member firm of the NASD.




          (xlvi) Privacy Statements. The Company (A) complies with the Privacy Statements (as
defined below) as applicable to any given set of personal information collected by the Company from
Individuals (as defined below), (B) complies in all material respects with all applicable federal,
state, local and foreign laws and regulations regarding the collection, retention, use, transfer or
disclosure of personal information, and (C) takes reasonable measures to protect and maintain the
confidential nature of the personal information provided to the Company by Individuals in
accordance with the terms of the applicable Privacy Statements. To the Company’s knowledge, no
claims or controversies have arisen regarding the Privacy Statements or the implementation thereof.
As used herein, “Privacy Statements” means, collectively, any and all of the Company’s privacy
statements and policies published on Company websites or products or otherwise made available by
the Company regarding the collection, retention, use and distribution of the personal information
of individual, including, without limitation, from visitors or users of any Company websites or
products (“Individuals”).




          (xlvii) Money Laundering and Terrorism Finance. Neither the Company nor any of the
Subsidiaries, nor, to the Company’s knowledge, any of its affiliates or any director, officer,
agent or employee of, or other person associated with or acting on behalf of, the Company, has
violated the Bank Secrecy Act, as amended, the Uniting and Strengthening of America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “USA PATRIOT Act”) of 2001
or the rules and regulations promulgated under any such law or any successor law. The operations
of the Company and the Subsidiaries and, to the Company’s knowledge, its affiliates are and have
been conducted at all times




- 13 -









 







in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Money
Laundering Control Act of 1986, as amended, any other money laundering statutes of all
jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the
“Money Laundering Laws”), except for any such non-compliance as would not, singly or in the
aggregate, result in a Material Adverse Effect, and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any of
the Subsidiaries, or, to the Company’s knowledge, any of its affiliates, with respect to the Money
Laundering Laws is pending or, to the Company’s knowledge, threatened.




          (xlviii) OFAC. Neither the Company nor any of the Subsidiaries, nor, to the Company’s
knowledge, any of its affiliates or any director, officer, agent or employee of, or other person
associated with or acting on behalf of, the Company, is currently subject to any United States
sanctions administered by the Office of Foreign Assets Control of the United States Department of
the Treasury (“OFAC”). The Company will not directly or indirectly use the proceeds of the
offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, partner
or joint venturer or other person or entity, for the purpose of financing the activities of any
person currently subject to any United States sanctions administered by OFAC.




     (b) Representations and Warranties by the Selling Shareholders. Each Selling Shareholder
severally represents and warrants to each Underwriter as of the date hereof, as of the Closing
Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of
each such Date of Delivery, and agrees with each Underwriter, as follows:



          (i) Accurate Disclosure. Each Selling Shareholder has reviewed and is familiar with
the Registration Statement, the General Disclosure Package and the Prospectus. Jacques Rebibo
represents and warrants that neither the General Disclosure Package, Prospectus nor any amendments
or supplements thereto (including any prospectus wrapper) includes any untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. Michael Rebibo
represents and warrants that, with respect to any statements or omissions in the General Disclosure
Package or Prospectus under the caption “Selling Shareholders” relating to him, neither the General
Disclosure Package, Prospectus nor any amendments or supplements thereto (including any prospectus
wrapper) includes any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. Neither Selling Shareholder is prompted to sell the Securities to
be sold by such Selling Shareholder hereunder by any information concerning the Company or any
Subsidiary of the Company that is not set forth in the General Disclosure Package or the
Prospectus.




          (ii) Authorization of Agreements. Each Selling Shareholder has the full right, power
and authority to enter into this Agreement and a power of attorney (the “Power of Attorney”) and
custody agreement (the “Custody Agreement”) and to sell, transfer and deliver the Securities to be
sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement, the
Power of Attorney and Custody Agreement, and the sale and delivery of the Securities to be sold by
such Selling Shareholder and the consummation of the transactions contemplated herein and
compliance by such Selling Shareholder with its obligations hereunder, have been duly authorized by
such Selling Shareholder and do not and will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a breach of or default under, or result in the
creation or imposition of any tax, lien, charge or encumbrance upon, the Securities to be sold by
such Selling Shareholder or any





- 14 -









 







property or assets of such Selling Shareholder pursuant to any
contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or
other agreement or instrument to which such Selling Shareholder is a party or by which such Selling
Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is
subject, nor will such action result in any violation of any applicable treaty, law, statute, rule,
regulation, judgment, order, writ or decree of any government, government instrumentality or court,
domestic or foreign, having jurisdiction over such Selling Shareholder or any of its properties.




          (iii) Good and Marketable Title. Each Selling Shareholder has and will at the Closing
Time and, if any Option Securities are purchased, on the Date of Delivery have good and marketable
title to the Securities to be sold by such Selling Shareholder hereunder, free and clear of any
security interest,
mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant
to this Agreement. Upon delivery of the Securities to be sold by such Selling Shareholder
hereunder and payment of the purchase price therefore as herein contemplated, assuming each
Underwriter has no notice of any adverse claim, each of the Underwriters will receive good and
marketable title to the Securities purchased by it from such Selling Shareholder, free and clear of
any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.
At the Closing Time or the applicable Date of Delivery, all stock transfer or other taxes (other
than income taxes) that are required to be paid in connection with the sale and transfer of the
Securities to be sold by each Selling Shareholder to the Underwriters hereunder will have been
fully paid or provided for by such Selling Shareholder and all laws imposing such taxes will have
been fully complied with.




          (iv) Due Execution of Power of Attorney and Custody Agreement. Each Selling
Shareholder has duly executed and delivered, in the form heretofore furnished to the
Representatives, the Power of Attorney and Custody Agreement with Michael W. Clarke, as
attorney-in-fact (the “Attorney-in-Fact”), and the Bank, as custodian (the “Custodian”). The
Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder
and to accept payment therefor. The Attorney-in-Fact is authorized to execute and deliver this
Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to
Sections 5(l) and 5(m) on behalf of such Selling Shareholder, to sell, assign and transfer to the
Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the
purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section
2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder
hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder
in connection with this Agreement.




          (v) Absence of Manipulation. Such Selling Shareholder has not taken, and will not
take, directly or indirectly, any action that is designed to or that has constituted or that might
reasonably be expected to cause or result in stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Securities.




          (vi) Absence of Further Requirements. No filing with, or consent, approval,
authorization, order, registration, qualification or decree of, any court or governmental authority
or agency, domestic or foreign, is necessary or required for the performance by each Selling
Shareholder of its obligations hereunder or in the Power of Attorney and Custody Agreement, or in
connection with the sale and delivery of the Securities hereunder or the consummation of the
transactions contemplated by this Agreement, except (i) such as may have previously been made or
obtained or as may be required under the
1933 Act or the 1933 Act Regulations or state securities laws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Directed Securities are offered.





- 15 -










 







          (vii) Restriction on Sale of Securities. Each of the Selling Shareholders has
executed and delivered a lock-up agreement substantially in the form of Exhibit C hereto.




          (viii) Certificates Suitable for Transfer. The Securities to be sold by such Selling
Shareholder pursuant to this Agreement are certificated securities in registered form and are not
held in any securities account or by or through any securities intermediary within the meaning of
the Uniform Commercial Code as in effect in the State of New York (the “UCC”). Certificates for
all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in
suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or
assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with
irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to
this Agreement.




          (ix) Deliveries of Securities. Upon payment of the purchase price for the Securities
to be sold by each Selling Shareholder pursuant to this Agreement, delivery of such Securities, as
directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by
The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such
other nominee, and the crediting of such Securities on the books of DTC to securities accounts of
the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse
claim,” within the meaning of Section 8-105 of the UCC, to such Securities), (A) DTC shall be a
“protected purchaser,” within the meaning of Section 8-303 of the UCC, of such Securities and will
acquire its interest in such Securities (including, without limitation, all rights that such
Selling Shareholder had or has the power to transfer in such Securities) free of any adverse claim
within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the
Underwriters will acquire a valid security entitlement in respect of such Securities, and (C) under
Section 8-502 of the UCC, no action (whether framed in conversion, replevin, constructive trust,
equitable lien or other theory) based on any “adverse claim,” within the meaning of Section 8-102
of the UCC, to such Securities may be asserted against the Underwriters with respect to such
security entitlement. For purposes of this representation, each Selling Shareholder may assume
that when payment, delivery and crediting occurs, (x) such Securities will have been registered in
the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry
in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be
registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC and (z)
appropriate entries to the accounts of the several Underwriters on the records of DTC will have
been made pursuant to the UCC.




          (x) No Association with NASD. Each Selling Shareholder severally represents that
neither he nor any of his affiliates directly, or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with, or has any other association with
(within the meaning of Article I, Section 1(m) of the By-laws of the National Association of
Securities Dealers, Inc.), any member firm of the National Association of Securities Dealers, Inc.




          (xi) Selling Shareholder Free Writing Prospectuses. Each Selling Shareholder
represents and agrees that, without the prior consent of Keefe Bruyette and the Company, he has not
made and will not make any offer relating to the Securities that would constitute a “free writing
prospectus” as defined in Rule 405 (any such “free writing prospectus” of any Selling Shareholder,
a “Selling Shareholder Free Writing Prospectus”), and he has not used, referred to, or distributed,
and will not use, refer to or distribute, any such Selling Shareholder Free Writing Prospectus.
Any Selling Shareholder Free Writing Prospectus consented to by Keefe Bruyette and the Company is
hereinafter referred to as a “Selling Shareholder Permitted Free Writing Prospectus.” Each Selling
Shareholder





- 16 -









 







represents that he has treated or agrees that he will treat each Selling Shareholder
Permitted Free Writing Prospectus as an Issuer-Represented Free Writing Prospectus and that he has
complied and will comply with the requirements of Rule 433 applicable to any Selling Shareholder
Permitted Free Writing Prospectus of such Selling Shareholder, including timely filing with the
Commission where required, legending and record keeping.




          (xii) Company Representations. Jacques Rebibo (A) has carefully reviewed the
representations and warranties of the Company contained in this Agreement and, to the best of his
knowledge, such representations and warranties of the Company are true and correct, and (B) is
familiar with the Registration Statement, the General Disclosure Package and the Prospectus and has
no knowledge of any material fact, condition or information not disclosed in the Registration
Statement, the General Disclosure Package and the Prospectus that has had or may have a Material
Adverse Effect.




          (xiii) No Reliance on Representatives or Representatives’ Counsel. Each Selling
Shareholder has not relied upon the Representatives or legal counsel for the Representatives for
any legal, tax or accounting advice in connection with the offering and sale of the Securities.




          (xiv) No Registration Rights. Neither Selling Shareholder has any registration or
other similar rights to have any equity or debt securities registered for sale by the Company under
the Registration Statement or included in the offering contemplated by this Agreement.




          (xv) No Preemptive or Other Rights. Neither Selling Shareholder has any preemptive
right, co-sale right or right of first refusal or other similar right to purchase any of the
Securities that are to be sold by the Company or any of the other Selling Shareholders to the
Underwriters pursuant to this Agreement. Each Selling Shareholder does not own any warrants,
options or similar rights to acquire, and does not have any right or arrangement to acquire, any
capital stock, right, warrants, options or other securities from the Company, other than those
described in the Registration Statement and the Prospectus.




     (c) Officer’s Certificates. Any certificate signed by any officer of the Company or any of
the Subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be
deemed a representation and warranty by the Company to each Underwriter as to the matters covered
thereby, and any certificate signed by or on behalf of the Selling Shareholders as such and
delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this
Agreement shall be deemed a representation and warranty by such Selling Shareholder to the
Underwriters as to the matters covered thereby.



     SECTION 2. Sale and Delivery to Underwriters; Closing.



     (a) Initial Securities. On the basis of the representations and warranties herein contained
and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder,
severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling
Shareholder, at the price per share set forth in Schedule G, that proportion of the number of
Initial Securities set forth in Schedule B opposite the name of the Company or such Selling
Shareholder, as the case may be, which the number of Initial Securities set forth in Schedule A
opposite the name of such Underwriter, plus any additional number of Initial Securities which such
Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears
to the total number of Initial



- 17 -









 




Securities, subject, in each case, to such adjustments among the
Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or
purchases of fractional securities.




     (b) Option Securities. In addition, on the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company and the Selling
Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters,
severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set
forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal
to any dividends or distributions declared by the Company and payable on the Initial Securities but
not payable on the Option Securities. The option hereby granted will expire 30 days after the date
hereof and may be exercised in whole or in part from time to time only for the purpose of covering
over-allotments that may be made in connection with the offering and distribution of the Initial
Securities upon notice by the Representatives to the Company and the Selling Shareholders setting
forth the number of Option Securities as to which the several Underwriters are then exercising the
option and the time and date of payment and delivery for such Option
Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by
the Representatives, but shall not be later than seven full business days after the exercise of
said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is
exercised as to all or any portion of the Option Securities, each of the Underwriters, acting
severally and not jointly, will purchase that proportion of the total number of Option Securities
then being purchased which the number of Initial Securities set forth in Schedule A opposite the
name of such Underwriter bears to the total number of Initial Securities, subject in each case to
such adjustments as the Representatives in their discretion shall make to eliminate any sales or
purchases of fractional shares, and each of the Company and the Selling Shareholders, acting
severally and not jointly, will sell that proportion of the total number of Option Securities then
being sold which the number of Initial Securities set forth in Schedule B opposite the name of the
Company or such Selling Shareholder bears to the total number of Initial Securities.



     (c) Payment. Payment of the purchase price for, and delivery of certificates for, the Initial
Securities shall be made at the offices of Nelson Mullins Riley & Scarborough LLP, 101 Constitution
Avenue, N.W., Suite 900, Washington, D.C. 20001, or at such other place as shall be agreed upon by
the Representatives and the Company and the Selling Shareholders, at 9:00 a.m. (Eastern time) on
the third (fourth, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business
day after the date hereof (unless postponed in accordance with the provisions of Section 10), or
such other time not later than ten business days after such date as shall be agreed upon by the
Representatives and the Company and the Selling Shareholders (such time and date of payment and
delivery being herein called “Closing Time”).



          In addition, in the event that any or all of the Option Securities are purchased by the
Underwriters, payment of the purchase price for, and delivery of certificates for, such Option
Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed
upon by the Representatives and the Company and the Selling Shareholders, on each Date of Delivery
as specified in the notice from the Representatives to the Company and the Selling Shareholders.




          Payment shall be made to the Company and the Selling Shareholders by wire transfer of
immediately available funds to bank accounts designated by the Company and the Custodian pursuant
to each Selling Shareholder’s Power of Attorney and Custody Agreement, as the case may be, against
delivery to the Representatives for the respective accounts of the Underwriters of certificates for
the Securities to be purchased by them. It is understood that each Underwriter has authorized the
Representatives, for its account, to accept delivery of, receipt for, and make payment of the
purchase





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price for the Initial Securities and the Option Securities, if any, that it has agreed to
purchase. Keefe Bruyette, individually and not as representative of the Underwriters, may (but
shall not be obligated to) make payment of the purchase price for the Initial Securities or the
Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by
the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not
relieve such Underwriter from its obligations hereunder.




     (d) Denominations; Registration. Certificates for the Initial Securities and the Option
Securities, if any, shall be in such denominations and registered in such names as the
Representatives may request in writing at least one full business day before the Closing Time or
the relevant Date of Delivery, as the case may be. The certificates for the Initial Securities and
the Option Securities, if any, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 a.m. (Eastern time) on the business
day prior to the Closing Time or the relevant Date of Delivery, as the case may be.



     SECTION 3. Covenants



     (a) Covenants of the Company. The Company covenants with each Underwriter as follows:



          (i) Compliance with Securities Regulations and Commission Requests. The Company,
subject to Section 3(b), will comply with the requirements of Rule 430A and will notify the
Representatives immediately, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective or any supplement to the Prospectus
or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request by the Commission for any amendment to the Registration Statement
or any amendment or supplement to the Prospectus or for additional information, (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the
suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of
the initiation or threatening of any proceedings for any of such purposes or of any examination
pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the
Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the
offering of the Securities. The Company will promptly effect the filings necessary pursuant to
Rule 424(b) in the manner and within the time period required by Rule 424(b) (without reliance on
Rule 424(b)(8)) and will take such steps as it deems necessary to ascertain promptly whether the
form of prospectus transmitted for filing under Rule 424(b) was received for filing by the
Commission and, in the event that it was not, it will promptly file such prospectus. The Company
will make every reasonable effort to prevent the issuance of any stop order and, if any stop order
is issued, to obtain the lifting thereof at the earliest possible moment. The Company will comply
with all of the provisions of any undertakings in the Registration Statement.




          (ii) Filing of Amendments. The Company will give the Representatives notice of its
intention to file or prepare any amendment to the Registration Statement (including any filing
under Rule 462(b)) or any amendment, supplement or revision to either any preliminary prospectus
(including the prospectus included in the Registration Statement at the time it became effective)
or to the Prospectus, whether pursuant to the 1933 Act or otherwise, will furnish the
Representatives with copies of any such documents a reasonable amount of time prior to such
proposed filing or use, as the case may be, and will not file or use any such document to which the
Representatives or counsel for the Underwriters shall reasonably object in writing.






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          (iii) Delivery of Registration Statements. The Company has furnished or will deliver
to the Representatives and counsel for the Underwriters, without charge, signed copies of the
Registration Statement as originally filed and of each amendment thereto (including exhibits filed
therewith or therein) and signed copies of all consents and certificates of experts, and will also
deliver to the Representatives, without charge, a conformed copy of the Registration Statement as
originally filed and of each amendment thereto (without exhibits) for each of the Underwriters.
The copies of the Registration Statement and each amendment thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.




          (iv) Delivery of Prospectuses. The Company has delivered to each Underwriter, without
charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and
the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The
Company will furnish to each Underwriter, without charge, during the period when the Prospectus is
required to be delivered under the 1933 Act, the 1934 Act or, in lieu thereof, the notice referred
to in Rule 173(a) under the 1933 Act Regulations, such number of copies of the Prospectus (as
amended or
supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments
or supplements thereto furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.




          (v) Continued Compliance with Securities Laws. The Company will comply with the 1933
Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the
completion of the distribution of the Securities as contemplated in this Agreement and in the
Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered in
connection with sales of the Securities (or in lieu thereof the notice referred to in Rule 173(a)
under the Securities Act Regulations), any event shall occur or condition shall exist as a result
of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to
amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus
will not include any untrue statements of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of
such counsel, at any such time to amend the Registration Statement or amend or supplement the
Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations,
the Company will promptly prepare and file with the Commission, subject to Section 3(b), such
amendment or supplement as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectus comply with such requirements, and the Company will
furnish to the Underwriters such number of copies of such amendment or supplement as the
Underwriters may reasonably request. If at any time following issuance of an Issuer-Represented
Free Writing Prospectus there occurred or occurs an event or development as a result of which such
Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information
contained in the Registration Statement or included or would include an untrue statement of a
material fact or omitted or would omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances prevailing at that subsequent time, not
misleading, the Company has promptly notified or will promptly notify the Representative and has
promptly amended or will promptly amend or supplement, at its own expense, such Issuer-Represented
Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.





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          (vi) Blue Sky Qualifications. The Company will use its best efforts, in cooperation
with the Underwriters, to qualify the Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives
may designate and to maintain such qualifications in effect for a period of not less than one year
from the later of the effective date of the Registration Statement and any Rule 462(b) Registration
Statement; provided, however, that the Company shall not be obligated to file any general consent
to service of process or to qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in
which the Securities have been so qualified, the Company will file such statements and reports as
may be required by the laws of such jurisdiction to continue such qualification in effect for a
period of not less than one year from the effective date of the Registration Statement and any Rule
462(b) Registration Statement. The Company will also supply the Underwriters with such information
as is necessary for the determination of the legality of the Securities for investment under the
laws of such jurisdiction as the Underwriters may request.




          (vii) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as
are necessary in order to make generally available to its securityholders as soon as practicable an
earnings statement in conformity with the requirements of Rule 158 for the purposes of, and to
provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.




          (viii) Use of Proceeds. The Company will use the net proceeds received by it from the
sale of the Securities sold by it in the manner specified in the Prospectus under “Use of
Proceeds.”




          (ix) Listing and Transfer Agent. The Company will use its best efforts to obtain,
effect and maintain the quotation of the newly issued Securities on the Nasdaq Global Market and
will file with the Nasdaq Global Market all documents and notices required by the Nasdaq Global
Market of companies that have securities that are traded in the over-the-counter market and
quotations for which are reported by the Nasdaq Global Market. The Company will also maintain, at
its expense, a registrar and transfer agent for the Securities.




          (x) Restriction on Sale of Securities. During a period of 90 days from the date of
the Prospectus, the Company will not, without the prior written consent of Keefe Bruyette, (i)
directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase
or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act
with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold by the Company
hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or
warrant or the conversion of a security outstanding on the date hereof and referred to in the
Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted
pursuant to existing employee benefit plans of the Company referred to in the Prospectus provided
that such options shall not be vested and exercisable within the 90-day period referred to above,
or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or
dividend reinvestment plan. Notwithstanding the foregoing, in the event that either (i) during the
period that begins on the date that is 15 calendar days plus 3 business days before the last day of
the Restricted Period and ends on the last day of the Restricted Period, the Company issues an
earnings release or




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material news or a material event relating to the Company occurs, or (ii) prior
to the expiration of the Restricted Period, the Company announces that it will release earnings
results during the 16-day period beginning on the last day of the Restricted Period, the
restrictions set forth herein will continue to apply until the expiration of the date that is 15
calendar days plus 3 business days after the date on which the earnings release is issued or the
material news or event related to the Company occurs.




          (xi) Reporting Requirements. The Company, during the period when the Prospectus is
required to be delivered (whether physically or through compliance with Rule 172 under the 1933 Act
or any similar rule) under the 1933 Act or the 1934 Act, will file all documents required to be
filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934
Act, will provide Keefe Bruyette, for its review and comment, with a copy of such reports and
statements and other documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of
the 1934 Act during such period a reasonable amount of time prior to any proposed filing, will file
no such report, statement or document to which Keefe Bruyette shall have raised a reasonable
objection in writing, and will promptly notify Keefe Bruyette of such filing.




          (xii) Issuer Free Writing Prospectus. The Company represents and agrees that, unless
it obtains the prior consent of Keefe Bruyette, and each Underwriter represents and agrees that,
unless it obtains the prior consent of the Company and Keefe Bruyette, it has not made and will not
make any offer relating to the Securities that would constitute an “issuer free writing
prospectus,” as defined in Rule 433,
or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405,
required to be filed with the Commission. Any such free writing prospectus consented to by the
Representative and the Company is hereinafter referred to as an “Issuer Permitted Free Writing
Prospectus” and, collectively with any Selling Shareholder Permitted Free Writing Prospectuses, the
“Permitted Free Writing Prospectuses.” The Company represents that it has treated or agrees that
it will treat each Issuer Permitted Free Writing Prospectus as an “issuer free writing prospectus,”
as defined in Rule 433, and has complied and will comply with the requirements of Rule 433
applicable to any Issuer Permitted Free Writing Prospectus, including timely filing with the
Commission where required, legending and record keeping.




          (xiii) Compliance with the Sarbanes-Oxley Act and Related Corporate Governance Rules.
During the time when a prospectus is required to be delivered under the 1933 Act (whether
physically or through compliance with Rule 172 under the 1933 Act or any similar rule), the Company
shall at all times comply, in all material respects, with all applicable provisions of the
Sarbanes-Oxley Act, including the related rules and regulations promulgated thereunder by the
Commission and The Nasdaq Stock Market, Inc., in effect from time to time.




          (xiv) Notice of Issuance. The Company will timely file a “Notification Form: Change
in the Number of Shares Outstanding” with the Nasdaq Stock Market, Inc.




          (xv) Compliance with Rule 433(g). The Company will comply with Rule 433(g) under the
1933 Act.




          (xvi) Lock-up Agreements. The Company will use its best efforts to obtain an
agreement substantially in the form of Exhibit C hereto from the persons listed on Schedule E
hereto.




          (xvii) Directors and Officers Insurance. The Company shall obtain or maintain, as
appropriate, adequate directors and officers liability insurance.





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     (b) Covenants of the Selling Shareholders. Each Selling Shareholder covenants with the
Company and each Underwriter as follows:



          (i) Form W-9. Each Selling Shareholder will deliver to the Representatives prior to
the Closing Time a properly completed and executed United States Department of the Treasury Form
W-9.




          (ii) No Material Adverse Change in Business. If, at any time prior to the date on
which the distribution of the Securities as contemplated herein and in the General Disclosure
Package and the Prospectus has been completed, as determined by the Representatives, Jacques Rebibo
has knowledge or becomes aware of (A) any Material Adverse Effect or (B) the occurrence of any
event as a result of which the Registration Statement, as then amended, would include an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or the General Disclosure Package or the
Prospectus, in each case as then amended or supplemented, would include an untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, he will promptly notify the
Company and the Representatives. If, at any time prior to the date on which the distribution of
the Securities as contemplated herein and in the General Disclosure Package and the Prospectus has
been completed, as determined by the Representatives, Michael J. Rebibo has knowledge or becomes
aware of the occurrence of any event as a result of which, with respect to any statements or
omissions under the caption “Selling Shareholders,” the Registration Statement, as then amended,
would include an untrue statement of a material fact or omit to state a material fact required to
be
stated therein or necessary to make the statements therein not misleading or the General
Disclosure Package or the Prospectus, in each case as then amended or supplemented, would include
an untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
he will promptly notify the Company and the Representatives.




          (iii) Each Selling Shareholder will deliver to the Company or the Underwriters such
documentation as the Company or the Underwriters or any of their respective counsel may reasonably
request in order to effectuate any of the provisions of this Agreement.




     SECTION 4. Payment of Expenses.



     (a) Expenses. The Company and the Selling Shareholders will pay or cause to be paid all
expenses incident to the performance of their obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including financial statements and
exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and
delivery to the Underwriters of this Agreement and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the
preparation, issuance and delivery of the certificates for the Securities to the Underwriters,
including any stock or other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the
Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under
securities laws in accordance with the provisions of Section 3(a)(vi) hereof, including filing fees
and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith
and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the
printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted
Free Writing Prospectus and of the Prospectus and any amendments or



- 23 -









 




supplements thereto (including
any costs associated with electronic delivery of these materials), (vii) the preparation, printing
and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto,
(viii) the fees and expenses of any transfer agent or registrar for the Securities, (ix) the costs
and expenses of the Company relating to investor presentations on any “road show” undertaken in
connection with the marketing of the Securities, including without limitation, expenses associated
with the production of road show slides and graphics, fees and expenses of any consultants engaged
in connection with the road show presentations, travel and lodging expenses of the representatives
and officers of the Company and any such consultants, and the cost of aircraft and other
transportation chartered in connection with the road show, (x) the filing fees incident to the
review by the NASD of the terms of the sale of the Securities, and (xi) the fees and expenses
incurred in connection with the inclusion of the Securities in the Nasdaq Global Market.




     (b) Expenses of the Selling Shareholders. The Selling Shareholders, jointly and severally,
will pay all expenses incident to the performance of their respective obligations under and the
consummation of the transactions contemplated by this Agreement, including (i) the fees and
expenses of any custodian or attorney-in-fact and expenses associated with communications with and
collection of documents from Selling Shareholders, (ii) any stamp duties, capital duties and stock
transfer taxes, if any, payable upon the sale of the Selling Shareholders’ Securities to the
Underwriters and their transfer between the Underwriters pursuant to an agreement between such
Underwriters, and (iii) the fees and disbursements of their respective counsel, accountants and
other advisors.



     (c) Termination of Agreement. If this Agreement is terminated by the Representatives in
accordance with the provisions of Section 5, Section 9(a)(i) or Section 11 hereof, the Company and
the
Selling Shareholders shall reimburse the Underwriters for all of their actual accountable
out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the
Underwriters.



     (d) Allocation of Expenses. The provisions of this Section shall not affect any agreement
that the Company and the Selling Shareholders may make for the sharing of such costs and expenses.



     SECTION 5. Conditions of Underwriters’ Obligations.



     The obligations of the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company and the Selling Shareholders contained in Section 1
hereof or in certificates of any officer of the Company or any Subsidiary of the Company or on
behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance
by the Company of its covenants and other obligations hereunder, and to the following further
conditions:



     (a) Effectiveness of Registration Statement. The Registration Statement, including any Rule
462(b) Registration Statement, has become effective and, at Closing Time, no stop order suspending
the effectiveness of the Registration Statement shall have been issued under the 1933 Act or
proceedings therefore initiated or threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the reasonable satisfaction
of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been
filed with the Commission in the manner and within the time period required by Rule 424(b) (without
reliance on Rule 424(b)(8)) (or a post-effective amendment providing such information shall have
been filed and declared effective in accordance with the requirements of Rule 430A).



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     (b) Opinion of Counsel for Company. At Closing Time, the Representatives shall have received
the opinion, dated as of Closing Time, of Troutman Sanders LLP, counsel for the Company, in form
and substance satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A
hereto and to such further effect as counsel to the Underwriters may reasonably request, each in
form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters.



     (c) Opinion of Counsel for the Selling Shareholders. At Closing Time, the Representatives
shall have received the opinion, dated as of Closing Time, of Troutman Sanders LLP, counsel for the
Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together
with signed or reproduced copies of such letter for each of the other Underwriters to the effect
set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may
reasonably request.



     (d) Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have
received the favorable opinion, dated as of Closing Time, of Nelson Mullins Riley & Scarborough
LLP, counsel for the Underwriters, addressed to the Representatives and in form and substance
satisfactory to the Representatives.



     (e) Officers’ Certificate. At Closing Time, there shall not have been, since the date hereof
or since the respective dates as of which information is given in the preliminary prospectus, the
General Disclosure Package or the Prospectus, as of the execution of this Agreement or the
Applicable Time, any material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and the Subsidiaries considered as
one enterprise, whether or not
arising in the ordinary course of business, and the Representatives shall have received a
certificate of the President of the Company and of the chief financial or chief accounting officer
of the Company, dated as of Closing Time, to the effect that (i) there has been no such material
adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct
with the same force and effect as though expressly made at and as of Closing Time, (iii) the
Company has complied with all agreements and satisfied all conditions on its part to be performed
or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose have been instituted
or are pending or are contemplated by the Commission.



     (f) Certificate of Selling Shareholders. At Closing Time, the Representatives shall have
received a certificate of the Attorney-in-Fact on behalf of each Selling Shareholder, dated as of
Closing Time, to the effect that (i) the representations and warranties of each Selling
Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same
force and effect as though expressly made at and as of Closing Time and (ii) each Selling
Shareholder has complied in all material respects with all agreements and all conditions on its
part to be performed under this Agreement at or prior to Closing Time.



     (g) Accountant’s Comfort Letter. At the time of the execution of this Agreement, the
Representatives shall have received from each of BDO Seidman, LLP and Yount, Hyde & Barbour, PC,
respectively, a letter dated such date, in form and substance satisfactory to the Representatives,
together with signed or reproduced copies of such letter for each of the other Underwriters
containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information
contained in the Registration Statement and the Prospectus.



- 25 -









 





     (h) Bring-down Comfort Letter. At Closing Time, the Representatives shall have received from
each of BDO Seidman, LLP and Yount, Hyde & Barbour, PC, respectively, a letter, dated as of Closing
Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to
subsection (g) of this Section, except that the specified date referred to shall be a date not more
than three business days prior to Closing Time.



     (i) Approval of Listing. At Closing Time, the Securities to be sold by the Company shall have
been approved for listing on the Nasdaq Global Market under the symbol “ANCX,” subject only to
official notice of issuance and, upon consummation of the offering contemplated hereby, the Company
will be in compliance with the designation and maintenance criteria applicable to Nasdaq issues.



     (j) No Objection. The NASD shall have confirmed that it has not raised any objection with
respect to the fairness and reasonableness of the underwriting terms and arrangements.



     (k) Lock-up Agreements. At the date of this Agreement, the Representatives shall have
received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on
Schedule E hereto (except for Dean F. Hackemer, whose lock-up agreement will be received on July
31, 2006).



     (l) Delivery of Prospectus. The Company shall have complied with the provisions hereof with
respect to the furnishing of prospectuses, in electronic or printed format, on the New York
business day next succeeding the date of this Agreement.



     (m) No Termination Event. On or after the date hereof, there shall not have occurred any of
the events, circumstances or occurrences set forth in Section 9(a).



     (n) Conditions to Purchase of Option Securities. In the event that the Underwriters exercise
their option provided in Section 2(b) hereof to purchase all or any portion of the Option
Securities, the representations and warranties of the Company and the Selling Shareholders
contained herein and the statements in any certificates furnished by the Company, any Subsidiary of
the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of
Delivery and, at the relevant Date of Delivery, the Representatives shall have received:



          (i) Officers’ Certificate. A certificate, dated such Date of Delivery, of the
President of the Company and of the chief financial or chief accounting officer of the Company
confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof
remains true and correct as of such Date of Delivery.




          (ii) Certificate of Selling Shareholders. A certificate, dated such Date of Delivery,
of an Attorney-in-Fact on behalf of each Selling Shareholder confirming that the certificate
delivered at Closing Time pursuant to Section 5(f) remains true and correct as of such Date of
Delivery.




          (iii) Opinion of Counsel for Company. The opinion of Troutman Sanders LLP, counsel
for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such
Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and
otherwise to the same effect as the opinion required by Section 5(b) hereof.




          (iv) Opinion of Counsel for the Selling Shareholders. The opinion of Troutman Sanders
LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the





- 26 -









 







Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on
such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c)
hereof.




          (v) Opinion of Counsel for Underwriters. The favorable opinion of Nelson Mullins
Riley & Scarborough LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the
Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the
opinion required by Section 5(d) hereof.




          (vi) Bring-down Comfort Letter. A letter from BDO Seidman, LLP and a letter from
Yount, Hyde & Barbour, PC, in form and substance satisfactory to the Representatives and dated such
Date of Delivery, substantially in the same form and substance as the letter furnished to the
Representatives pursuant to Section 5(g) hereof, except that the “specified date” in the letter
furnished pursuant to this paragraph shall be a date not more than five days prior to such Date of
Delivery.




          (vii) No Termination Event. There shall not have occurred prior to the Date of
Delivery any of the events, circumstances or occurrences set forth in Section 9(a).




     (o) Additional Documents. At Closing Time and at each Date of Delivery, counsel for the
Underwriters shall have been furnished with such documents and opinions as they may require for the
purpose of enabling them to pass upon the issuance and sale of the Securities as herein
contemplated, or in order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained. All proceedings taken by the Company
and the Selling Shareholders in
connection with the issuance and sale of the Securities as herein contemplated shall be
satisfactory in form and substance to the Representatives and counsel for the Underwriters.



     (p) Termination of Agreement. If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to
the purchase of Option Securities on a Date of Delivery that is after the Closing Time, the
obligations of the several Underwriters to purchase the relevant Option Securities, may be
terminated by the Representatives by notice to the Company at any time at or prior to Closing Time
or such Date of Delivery, as the case may be, and such termination shall be without liability of
any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8
shall survive any such termination and remain in full force and effect.



     SECTION 6. Indemnification.



     (a) Indemnification of Underwriters. The Company and Jacques Rebibo, jointly and severally,
agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in
rule 501(b) under the 1933 Act) (“Affiliates”), its selling agents, and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act as follows:



          (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), including the Rule 430A Information, or the
omission or alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact included in any preliminary prospectus, any
Issuer-Represented Free Writing





- 27 -









 







Prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading;




          (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of (A) the violation of any applicable laws or regulations of foreign jurisdictions
where Directed Securities have been offered and (B) any untrue statement or alleged untrue
statement of a material fact included in any materials (including any prospectus wrapper)
distributed in the Commonwealth of Virginia in connection with the reservation and sale of the
Directed Securities to eligible purchasers or the omission or alleged omission therefrom of a
material fact necessary to make the statements therein, when considered in conjunction with any
Issuer-Represented Free Writing Prospectus, the Prospectus or preliminary prospectus, not
misleading;




          (iii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission
or in connection with any violation of the nature referred to in Section 6(a)(ii) (A) hereof;
provided that (subject to Section 6(d) below) any such settlement is effected with the written
consent of the Company and the Selling Shareholders; and




          (iv) against any and all expense whatsoever, as incurred (including the fees and disbursements
of counsel chosen by Keefe Bruyette), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission or in connection with any
violation of the nature referred to in Section 6(a)(ii)(A) hereof, to the extent that any such
expense is not paid under (i), (ii) or (iii) above; provided, however, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any Underwriter through
Keefe Bruyette expressly for use in the Registration Statement (or any amendment thereto),
including the Rule 430A Information, or any preliminary prospectus, any Issuer-Represented Free
Writing Prospectus, or the Prospectus (or any amendment or supplement thereto); provided that the
parties acknowledge and agree that the only written information that the Underwriters have
furnished to the Company specifically for inclusion in the Registration Statement, preliminary
prospectus and Prospectus (or any amendment or supplement thereto) is in the first paragraph of
text under the caption “Underwriting — Commission and Expenses” and the information contained
under the captions “Underwriting — Stabilization” and “Underwriting — Passive Market Making.”




          Michael Rebibo agrees to indemnify and hold harmless each Underwriter, its Affiliates and
selling agents and each person, if any, who controls any Underwriter within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act against: (i) any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact relating to Michael Rebibo contained under the caption “Selling
Shareholders” in the Registration Statement (or any amendment thereto) or the omission or alleged
omission therefrom of a material fact relating to Michael Rebibo required to be stated therein or
necessary to make the statements therein not misleading, or arising out of any untrue statement or
alleged untrue statement of a material fact relating to Michael Rebibo contained under the caption
“Selling Shareholders” in any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto)





- 28 -









 







or the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in light of the circumstances under which they were made, not
misleading; and (ii) any and all loss, liability, claim, damage and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 6(d) below) any such settlement is
effected with the written consent of Michael Rebibo; and (iii) any and all expense whatsoever, as
incurred (including the fees and disbursements of counsel chosen by Keefe Bruyette), reasonably
incurred in investigating, preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission
to the extent that any such expense is not paid under clauses (i) or (ii) of this sentence.




          Each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless
each Underwriter, its Affiliates and selling agents and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against:
(i) any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of
any Selling Shareholder Free Writing Prospectus of such Selling Shareholder (as a result of any
untrue statement or alleged untrue statement of a material fact contained therein or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading, or otherwise); and (ii)
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of
the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon such Selling Shareholder Free Writing Prospectus, provided that
(subject to 6(f) below) such settlement is effected with the written consent of such Selling
Shareholder; and (iii) any and all expense whatsoever, as incurred (including the fees and
disbursements of counsel chosen by Keefe Bruyette), reasonably incurred in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commended or threatened, or any claim whatsoever based upon any such Selling Shareholder
Free Writing Prospectus, to the extent that such expense is not paid under clause (i) or (ii)
above.




          The liability of any Selling Shareholder under the indemnity agreement contained in this
Section 6(a) shall be limited to an amount equal to the total gross proceeds received by such
Selling Shareholder from the purchase of his Securities under the Agreement.




     (b) Indemnification of Company, Directors and Officers and Selling Shareholders. Each
Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its
officers who signed the Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling
Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements
or omissions, made in the Registration Statement (or any amendment thereto), including the Rule
430A Information, or any preliminary prospectus, or any Issuer-Represented Free Writing Prospectus
or the Prospectus (or any amendment or supplement thereto) or any Selling Shareholder Free Writing
Prospectus in reliance upon and in conformity with written information furnished to the Company by
such Underwriter through Keefe Bruyette expressly for use in the Registration Statement (or any
amendment thereto) or such



- 29 -









 




preliminary prospectus, or any Issuer-Represented Free Writing
Prospectus or the Prospectus (or any amendment or supplement thereto) or any Selling Shareholder
Free Writing Prospectus; provided that the parties acknowledge and agree that the only written
information that the Underwriters have furnished to the Company specifically for inclusion in the
Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus
and Prospectus (or any amendment or supplement thereto) or any Selling Shareholder Free Writing
Prospectus is in the first paragraph of text under the caption “Underwriting — Commissions and
Expenses” and the information contained under the captions “Underwriting — Stabilization” and
“Underwriting — Passive Market Making.”




     (c) Actions against Parties; Notification. Each indemnified party shall give notice as
promptly as reasonably practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party
shall not relieve such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of this indemnity agreement. In the case of parties
indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by
Keefe Bruyette, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to
the indemnified parties shall be selected by the Company and, in the case of parties indemnified
pursuant to Section 6(c) above, counsel to the indemnified parties shall be selected by the Company
or the Selling Shareholders, as applicable. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out
of the same general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties (not to be unreasonably withheld), settle or
compromise or consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.



     (d) Settlement Without Consent if Failure to Reimburse. If at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated by Section 6(a)(iii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying party shall not have
reimbursed such indemnified party in accordance with such request prior to the date of such
settlement.



     (e) Indemnification for Directed Securities. In connection with the offer and sale of the
Directed Securities, the Company agrees to indemnify and hold harmless the Underwriters, their
Affiliates, and selling agents, and each person, if any who controls any Underwriter with the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any
and all losses, liabilities, claims, damages and expenses (including, without limitation, any legal
or other expenses



- 30 -









 




reasonably incurred in connection with defending, investigating, or settling any
such action or claim) as incurred by them (i) caused by the failure of any Invitee to pay for and
accept delivery of Directed Securities which have been orally confirmed by the end of the first
business day following the date of this Agreement or (ii) related to, or arising out of or in
connection with, the offering of the Directed Securities.




     (f) Other Agreements with Respect to Indemnification. The provisions of this Section shall
not affect any agreement among the Company and the Selling Shareholders with respect to
indemnification.



     SECTION 7. Contribution.



     If the indemnification provided for in Section 6 hereof is for any reason unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Selling Shareholders on the one hand and the Underwriters
on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company and the Selling Shareholders on the one hand and of the Underwriters
on the other hand in connection with the statements or omissions, or in connection with any
violation of the nature referred to in Section 6(a)(ii)(A) hereof, which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.



     The relative benefits received by the Company and the Selling Shareholders, on the one hand,
and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant
to this Agreement shall be deemed to be in the same respective proportions as the total net
proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses)
received by the Company and the Selling Shareholders, on the one hand, and the total underwriting
discount and commissions received by the Underwriters, on the other hand, in each case as set forth
on the cover of the Prospectus.



     The relative fault of the Company and the Selling Shareholders, on the one hand, and the
Underwriters, on the other hand, shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or the Selling Shareholders or
by the Underwriters and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission or any violation of the nature
referred to in Section 6(a)(ii)(A) hereof.



     The Company, the Selling Shareholders and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to above in this
Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by




- 31 -










 






such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.




     Notwithstanding the provisions of this Section 7, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.



     The Selling Shareholders’ obligations to contribute as provided in this Section 7 are several
in proportion to the gross proceeds received by them respectively from the sale of the Securities
sold by them under this Agreement and not joint and shall be subject to the limitations on
aggregate liability set forth in the last sentence of Section 6(a).



     No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.



     For purposes of this Section 7, each person, if any, who controls an Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s
Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the Registration Statement,
and each person, if any, who controls the Company or any Selling Shareholder within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution
as the Company or such Selling Shareholder, as the case may be. The Underwriters’ respective
obligations to contribute pursuant to this Section 7 are several in proportion to the number of
Initial Securities set forth opposite their respective names in Schedule A hereto and not joint and
shall be subject to the limitation on aggregate liability set forth in the fifth paragraph of this
Section 7.



     The provisions of this Section shall not affect any agreement among the Company and the
Selling Shareholders with respect to contribution.



     SECTION 8. Representations, Warranties and Agreements to Survive Delivery.



     All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company or any of the Subsidiaries or the Selling Shareholders submitted
pursuant hereto, shall remain operative and in full force and effect, regardless of any (i)
investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any
person controlling any Underwriter, its officers or directors, or by or on behalf of the Company or
the Selling Shareholders, and (ii) delivery of and payment for the Securities.



     SECTION 9. Termination of Agreement.



     (a) Termination; General. The Representatives may terminate this Agreement, by notice to the
Company and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has
been, since the time of execution of this Agreement or since the respective dates as of which
information is



- 32 -









 




given in the preliminary prospectus, the General Disclosure Package or the
Prospectus, any material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and the Subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has
occurred any material adverse change in the financial markets in the United States or the
international financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change in national or
international political, financial or economic conditions, including without limitation as a result
of terrorist activities, in each case the effect of which is such as to make it, in the judgment of
the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts
for the sale of the Securities, or (iii) if trading in any securities of the Company has been
suspended or materially limited by the Commission or the Nasdaq Global Market, or if trading
generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global
Market has been suspended or materially limited, or minimum or maximum prices for trading have been
fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the National Association of Securities Dealers, Inc. or any other
governmental authority, or (iv) a material disruption has occurred in commercial banking or
securities settlement or clearance services in the United States, or (v) if a banking moratorium
has been declared by either Federal or New York authorities.




     (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination
shall be without liability of any party to any other party except as provided in Section 4 hereof,
and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full
force and effect.



     SECTION 10. Default by One or More of the Underwriters.



     If one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to
purchase the Securities that it or they are obligated to purchase under this Agreement (the
“Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to
make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to
purchase all, but not less than all, of the
Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set
forth. If, however, the Representatives shall not have completed such arrangements within such
24-hour period, then:



     (a) if the number of Defaulted Securities does not exceed 10% of the number of Securities to
be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally
and not jointly, to purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or



     (b) if the number of Defaulted Securities exceeds 10% of the number of Securities to be
purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after
the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the
Option Securities to be purchased and sold on such Date of Delivery shall terminate without
liability on the part of any non-defaulting Underwriter.



     No action taken pursuant to this Section shall relieve any defaulting Underwriter from
liability in respect of its default.



- 33 -









 





     In the event of any such default that does not result in a termination of this Agreement or,
in the case of a Date of Delivery that is after the Closing Time, that does not result in a
termination of the obligation of the Underwriters to purchase and the Company to sell the relevant
Option Securities, as the case may be, either (i) the Representatives or (ii) the Company and any
Selling Shareholder shall have the right to postpone Closing Time or the relevant Date of Delivery,
as the case may be, for a period not exceeding seven days in order to effect any required changes
in the Registration Statement or Prospectus or in any other documents or arrangements. As used
herein, the term “Underwriter” includes any person substituted for an Underwriter under this
Section 10.



     SECTION 11. Default by One or More of the Selling Shareholders or the Company.



     (a) If a Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and
deliver the number of Securities that such Selling Shareholder or Selling Shareholders are
obligated to sell hereunder, and the remaining Selling Shareholders do not exercise the right
hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them
hereunder to the total number to be sold by all Selling Shareholders as set forth in Schedule B
hereto, then the Underwriters may, at option of the Representatives, by notice from the
Representatives to the Company and the non-defaulting Selling Shareholders, either (a) terminate
this Agreement without any liability on the fault of any non-defaulting party except that the
provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to
purchase the Securities that the non-defaulting Selling Shareholders and the Company have agreed to
sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Shareholder
so defaulting from liability, if any, in respect of such default.



          In the event of a default by any Selling Shareholder as referred to in this Section 11, each
of the Representatives, the Company and the non-defaulting Selling Shareholder shall have the right
to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to
effect any required change in the Registration Statement or Prospectus or in any other documents or
arrangements.




     (b) If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of
Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any
liability on the part of any nondefaulting party; provided, however, that the provisions of
Sections 1, 4, 6, 7 and 8
shall remain in full force and effect. No action taken pursuant to this Section shall relieve
the Company from liability, if any, in respect of such default.



     SECTION 12. Notices.



     All notices and other communications hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives at Keefe, Bruyette & Woods, Inc., 787 Seventh
Avenue, 4th Floor, New York, New York 10019, attention of Syndicate Desk. Notices to
the Company shall be directed to it at Access National Corporation, 1800 Robert Fulton Drive, Suite
300, Reston, Virginia 20191, Attention of President. Notices to the Selling Shareholders shall be
directed to Access National Corporation, 1800 Robert Fulton Drive, Suite 300, Reston, Virginia
20191, attention of Michael W. Clarke, as Attorney-in-Fact.



- 34 -









 





     SECTION 13. Parties.



     This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the
Company and the Selling Shareholders and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters, the Company and the Selling Shareholders and their
respective successors and the controlling persons and officers and directors referred to in
Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the
Underwriters, the Company and the Selling Shareholders and their respective successors, and said
controlling persons and officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of Securities from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.



     SECTION 14. No Fiduciaries.



     The Company and each Selling Shareholder acknowledges and agrees that (i) the purchase and
sale of the Securities pursuant to this Agreement, including the determination of the public
offering price of the Securities and any related discounts and commissions, is an arm’s-length
commercial transaction between the Company and the Selling Shareholders, on the one hand, and the
several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby
and the process leading to such transaction each Underwriter is and has been acting solely as a
principal and is not the agent or fiduciary of the Company, any Selling Shareholder, or their
respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has
assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any
Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto
(irrespective of whether such Underwriter has advised or is currently advising the Company or any
such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or
any Selling Shareholder with respect to the offering contemplated hereby except the obligations
expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be
engaged in a broad range of transactions that involve interests that differ from those of the
Company or any Selling Shareholder, and (v) the Underwriters have not provided any legal,
accounting, regulatory or tax advice
with respect to the offering contemplated hereby and the Company and each Selling Shareholder
has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed
appropriate.



     SECTION 15. Governing Law and Time.



     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.



     SECTION 16. General Provisions.



     This Agreement constitutes the entire agreement of the parties to this Agreement and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings and
negotiations with respect to the subject matter hereof. This Agreement may be executed in two or
more counterparts, each



- 35 -









 




one of which shall be an original, but all of which together shall
constitute one and the same instrument. The exchange of copies of this Agreement and of signature
pages by facsimile or other electronic means shall constitute effective execution and delivery of
this Agreement by the parties hereto and may be used in lieu of the original signature pages to
this Agreement for all purposes. This Agreement may not be amended or modified unless in writing
by all of the parties hereto, and no condition herein (express or implied) may be waived unless
waived in writing by each party whom the condition is meant to benefit. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.






- 36 -









 








     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding agreement among the
Underwriters, the Company and the Selling Shareholders in accordance with its terms.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	ACCESS NATIONAL CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael W. Clarke
	 

	 	 	 	 
	 

	 	 	 	Michael W. Clarke
	 

	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 
	 	 	THE SELLING SHAREHOLDERS named in
	 	 	     Schedule B hereto, acting separately
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael W. Clarke
	 

	 	 	 	 
	 

	 	 	 	Michael W. Clarke
	 

	 	 	 	As Attorney-in-Fact acting on behalf of the
	 

	 	 	 	Selling Shareholders named in Schedule B
	 

	 	 	 	hereto






CONFIRMED AND ACCEPTED,

  as of the date first above written:




KEEFE BRUYETTE & WOODS, INC.

SCOTT & STRINGFELLOW, INC.





	 	 	 	 	 
	By:

	 	KEEFE BRUYETTE & WOODS, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kent D. Carstater
 

	 	 
	 

	 	Authorized Signatory	 	 






For itself and as Representative of the other

Underwriters named in Schedule A hereto.





- 37 -









 







SCHEDULE A




	 	 	 	 	 
	Name of Underwriter	 	Number of Initial Securities
	Keefe
Bruyette & Woods, Inc.
	 	 	1,708,000	 
	Scott &
Stringfellow, Inc.
	 	 	427,000	 
	 
	 	 	 	 
	 
	 	 	 	 
	Total
	 	 	2,135,000	 






Schedule A - 1





 









 








SCHEDULE B




	 	 	 	 	 	 	 	 	 
	 	 	Number of Initial	 	Maximum Number of
	Company	 	Securities to be Sold	 	Option Securities to be Sold
	Access National Corporation
	 	 	2,000,000	 	 	 	300,000	 
	Selling Shareholders
	 	 	 	 	 	 	 	 
	Jacques Rebibo
	 	 	25,000	 	 	 	3,750	 
	Michael J. Rebibo
	 	 	110,000	 	 	 	16,500	 
	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	 	2,135,000	 	 	 	320,250	 






Schedule B - 1





 









 








SCHEDULE C




Issuer-Represented General Free Writing Prospectus




None




Schedule C - 1





 









 








SCHEDULE D




List of Subsidiaries




Access National Bank

Access National Capital Trust I

Access National Capital Trust II

Access National Leasing Corporation

Access National Mortgage Corporation

Access Real Estate LLC




Schedule D - 1




 









 





SCHEDULE E




Lock-Up Agreements 




J. Randolph Babbitt

Michael W. Clarke

John W. Edgemond

Dean F. Hackemer

Kara Hackemer

James L. Jadlos

Thomas M. Kody

Jacques Rebibo

Michael J. Rebibo

Robert C. Shoemaker

Charles Wimer




Schedule E - 1





 









 








SCHEDULE F




List of Participants in the Directed Share Program




Schedule F - 1





 









 








SCHEDULE G




Price Per Share




     1. The public offering price per share for the Securities, determined as provided in Section 2
of this Agreement, shall be $9.38.



     2. The purchase price per share for the Securities to be paid by the several Underwriters
shall be $8.8172, being an amount equal to the public offering price set forth above less $0.5628
per share; provided that the purchase price per share for any Option Securities purchased upon the
exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per
share equal to any dividends or distributions declared by the Company and payable on the Initial
Securities, but not payable on the Option Securities.



Schedule G - 1





 









 







EXHIBIT A




Form of Opinion of Company’s Counsel

to be Delivered Pursuant to Section 5(b)




     (i) The Company is a registered bank holding company under the Bank Holding Company Act of
1956, as amended, and has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the Commonwealth of Virginia. The activities of each of the Company’s
direct and indirect Subsidiaries are permissible for subsidiaries of a bank holding company.



     (ii) The Company has corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Prospectus and to enter into and perform its
obligations under the Underwriting Agreement.



     (iii) The Company is duly qualified as a foreign corporation to transact business and is in
good standing in each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where the failure so to
qualify or to be in good standing would not result in a Material Adverse Effect.



     (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in
the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for
subsequent issuances, if any, pursuant to the Underwriting Agreement or pursuant to reservations,
agreements or employee benefit plans referred to in the Prospectus or pursuant to the exercise of
convertible securities, options or warrants referred to in the Prospectus). The shares of issued
and outstanding capital stock of the Company, including the Securities to be purchased by the
Underwriters from the Selling Shareholders, have been duly authorized and validly issued and are
fully paid and non-assessable, and none of the outstanding shares of capital stock of the Company
was issued in violation of the preemptive or other similar rights of any securityholder of the
Company.



     (v) The Securities to be purchased by the Underwriters from the Company have been duly
authorized for issuance and sale to the Underwriters pursuant to the Underwriting Agreement and,
when issued and delivered by the Company pursuant to the Underwriting Agreement against payment of
the consideration set forth in the Underwriting Agreement, will be validly issued and fully paid
and non-assessable and no holder of the Securities is or will be subject to personal liability by
reason of being such a holder.



     (vi) The issuance and sale of the Securities by the Company and the sale of the Securities by
the Selling Shareholders is not subject to the preemptive or other similar rights of any
securityholder of the Company.



     (vii) Each Subsidiary has been duly organized and is validly existing as an entity in good
standing under the laws of the jurisdiction of its organization, has requisite power and authority
to own, lease and operate its properties and to conduct its business as described in the Prospectus
and is duly qualified as a foreign entity to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the ownership or leasing
of property or the conduct of business, except where the failure so to qualify or to be in good
standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the
Registration Statement:



Exhibit A - 1




 









 









     (A) All of the issued and outstanding capital stock of Access National Bank, a national
banking association with its principal office in the Commonwealth of Virginia, Access
National Leasing Corporation and Access National Mortgage Corporation, each of which is a
Virginia corporation (collectively, the “Corporate Subsidiaries”), has been duly authorized
and validly issued, is fully paid and non-assessable and, to the best of our knowledge, is
owned by the Company, directly or through Subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding
shares of capital stock of any of the Corporate Subsidiaries was issued in violation of the
preemptive or similar rights of any securityholder of such Corporate Subsidiary;




     (B) Access National Bank is the sole member of Access Real Estate LLC, a Virginia
limited liability company, and, to the best of our knowledge, the sole membership interest
in Access Real Estate LLC is owned by Access National Bank, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity; and




     (C) All of the issued and outstanding common securities of Access National Capital
Trust I (“Trust I”) and Access National Capital Trust II (“Trust II”), each a statutory
business trust organized under the laws of the State of Delaware, has been duly authorized
and is validly issued and, to the best of our knowledge, is owned by the Company, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and
all of the issued and outstanding capital securities of Trust I and Trust II have been duly
authorized and are validly issued.



     (viii) The Underwriting Agreement has been duly authorized, executed and delivered by the
Company.



     (ix) The Registration Statement, including any Rule 462(b) Registration Statement, has been
declared effective under the 1933 Act, any required filing of the Prospectus pursuant to Rule
424(b) has been made in the manner and within the time period required by Rule 424(b), and, to the
best of our knowledge, no stop order suspending the effectiveness of the Registration Statement or
any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for
that purpose have been instituted or are pending or threatened by the Commission.



     (x) The Registration Statement, including any Rule 462(b) Registration Statement, the Rule
430A Information and the Rule 434 Information, as applicable, the Prospectus, and each amendment or
supplement to the Registration Statement and Prospectus, excluding the documents incorporated by
reference therein, as of their respective effective or issue dates (other than the financial
statements and supporting schedules included therein or omitted therefrom, as to which we express
no opinion) complied as to form in all material respects with the requirements of the 1933 Act and
the 1933 Act Regulations.



     (xi) The form of certificate used to evidence the Common Stock complies in all material
respects with all applicable statutory requirements, with any applicable requirements of the
articles of incorporation and bylaws of the Company and the requirements of the Nasdaq Global
Market.



     (xii) The Securities have been validly registered under the 1933 Act, the 1934 Act and the
1934 Act Regulations.



Exhibit A - 2




 









 








     (xiii) To the best of our knowledge, there is not pending or threatened any action, suit,
proceeding, inquiry or investigation, to which the Company or any Subsidiary is a party, or to
which the
property of the Company or any Subsidiary is subject, before or brought by any court or
governmental agency or body, domestic or foreign, which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to materially and adversely affect
the properties or assets thereof or the consummation of the transactions contemplated in the
Underwriting Agreement or the performance by the Company of its obligations thereunder.



     (xiv) The information (A) in the Prospectus under “Risk Factors,” “Description of Our Capital
Stock,” “Business–Legal Proceedings,” “Business–Properties,” “Supervision and Regulation,”
“Management–Certain Relationships and Related Party Transactions,” and “Underwriting,” and (B) in
the Registration Statement under Item 15, to the extent that it constitutes matters of law,
summaries of legal matters, the Company’s articles of incorporation and bylaws, legal proceedings
or legal conclusions, has been reviewed by us and is correct in all material respects.



     (xv) All descriptions in the Registration Statement of contracts and other documents to which
the Company or the Subsidiaries are a party are accurate in all material respects. To the best of
our knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments required to be described or referred to in the Registration Statement
or to be filed as exhibits thereto other than those described or referred to therein or filed as
exhibits thereto, and the descriptions thereof or references thereto are correct in all material
respects.



     (xvi) To the best of our knowledge, neither the Company nor any Subsidiary is in violation of
its articles of incorporation or bylaws and no default by the Company or any Subsidiary exists in
the due performance or observance of any material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or
instrument that is described or referred to in the Registration Statement or the Prospectus or
filed as an exhibit to the Registration Statement.



     (xvii) No filing with, or authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency, domestic or foreign
(other than under the 1933 Act and the 1933 Act Regulations, which have been obtained, or as may be
required under the securities or blue sky laws of the various states, as to which we express no
opinion) is necessary or required in connection with the due authorization, execution and delivery
of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Securities.



     (xviii) The execution, delivery and performance of the Underwriting Agreement and the
consummation of the transactions contemplated in the Underwriting Agreement and in the Registration
Statement (including the issuance and sale of the Securities and the use of the proceeds from the
sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and
compliance by the Company with its obligations under the Underwriting Agreement do not and will
not, whether with or without the giving of notice or lapse of time or both, conflict with or
constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(x) of the
Underwriting Agreement) under or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any Subsidiary pursuant to any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or
instrument, known to us, to which the Company or any Subsidiary is a party or by which it or any of
them may be bound, or to which any of the property or assets of the Company or any Subsidiary is
subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that
would not have a Material Adverse Effect), nor will such action result in any violation



Exhibit  A - 3





 









 







of the
provisions of the articles of incorporation or bylaws of the Company or any Subsidiary, or any
applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any
government,
government instrumentality or court, domestic or foreign, having jurisdiction over the Company
or any Subsidiary or any of their respective properties, assets or operations.




     (xix) The Company is not an “investment company” or an entity “controlled” by an “investment
company,” as such terms are defined in the 1940 Act.



     (xx) To the best of our knowledge, there are no persons with registration or other similar
rights to have any equity or debt securities, including securities that are convertible into or
exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise
registered by the Company under the 1933 Act.



     (xxi) To our knowledge, without independent investigation, neither the Company nor the
Subsidiaries is a party to or subject to any order, decree, agreement, memorandum of understanding
or similar arrangement with, or a commitment letter, supervisory letter or similar submission to,
any governmental entity charged with the supervision or regulation of depository institutions or
engaged in the insurance of deposits (including the FDIC) or the supervision or regulation of the
Company or any of the Subsidiaries, and neither the Company nor the Subsidiaries has been advised
by any such governmental entity that such governmental entity is contemplating issuing or
requesting (or is considering the appropriateness of issuing or requesting) any such order, decree,
agreement, memorandum or understanding, commitment letter, supervisory letter or similar
submission.



     (xxii) With respect to the Sarbanes-Oxley Act of 2002:




     (A) The Company has adopted a Code of Ethics and Code of Conduct for senior financial
officers meeting the requirements of 17 CFR Part 228.406 and an audit committee charter
meeting the requirement of Rule 4350(d)(1)(C) of the Nasdaq Marketplace Rules;




     (B) The Company’s Board of Directors has determined that a majority of its members and
all of the members of its compensation and audit committees are independent under applicable
Nasdaq Marketplace Rules, and, based solely on our review of written representations
furnished by such directors, to our knowledge, no independent director of the Company has
any relationship prohibited under Rule 4200(a)(15)(A) through (G) of the Nasdaq Marketplace
Rules and no audit committee member has any relationship prohibited under Rule 4350(d)(2) of
the Nasdaq Marketplace Rules;




     (C) The Company’s Board of Directors has adopted a policy regarding the nominations
process pursuant to Rule 4350(c)(4)(B) of the Nasdaq Marketplace Rules that provides for the
nomination of directors in accordance with such rules; and




     (D) The certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of
2002 contained in the Company’s periodic reports filed with the Commission since August 14,
2002 complied as to form in all material respects with the requirements of the
Sarbanes-Oxley Act of 2002 and the Commission’s regulations promulgated thereunder;
provided, however, that we do not give any opinion as the accuracy of the content of such
certifications.



     (xxiii) To the best of our knowledge, neither the Company nor the Subsidiaries have received
any communication within the last 12 months from any governmental entity asserting that the Company



Exhibit A - 4




 









 







or any of the Subsidiaries is not in compliance with any statute, law, rule, regulation, decision,
directive or order.




     Nothing has come to our attention that would lead us to believe that the Registration
Statement or any amendment thereto, including the Rule 430A Information (except for financial
statements and schedules and other financial data included therein or omitted therefrom, as to
which we make no statement), at the time such Registration Statement or any such amendment became
effective, contained an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not misleading or that
the Prospectus or any amendment or supplement thereto (except for financial statements and
schedules and other financial data included therein or omitted therefrom, as to which we make no
statement), at the time the Prospectus was issued, at the time any such amended or supplemented
prospectus was issued or at the Closing Time, included or includes an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.



     Furthermore, we have no reason to believe that the documents specified in the General
Disclosure Package, as of the Applicable Time and as of the Closing Time, contained any
untrue statement of a material fact or omitted to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.



     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).



Exhibit A - 5





 









 








EXHIBIT B




Form of Opinion of Counsel for the Selling Shareholders

to be Delivered Pursuant to Section 5(c)




     (i) No filing with, or consent, approval, authorization, license, order, registration,
qualification or decree of, any court or governmental authority or agency, domestic or foreign,
(other than the issuance of the order of the Commission declaring the Registration Statement
effective and such authorizations, approvals or consents as may be necessary under state securities
laws, as to which we express no opinion) is necessary or required to be obtained by the Selling
Shareholders for the performance by each Selling Shareholder of its obligations under the
Underwriting Agreement or in the Power of Attorney and Custody Agreement, or in connection with the
offer, sale or delivery of the Securities.



     (ii) Each Power of Attorney and Custody Agreement has been duly executed and delivered by the
respective Selling Shareholders named therein and constitutes the legal, valid and binding
agreement of each such Selling Shareholder.



     (iii) The Underwriting Agreement has been duly executed and delivered by the Attorney-in-Fact
for the Selling Shareholders.



     (iv) The Attorney-in-Fact has been duly authorized by the Selling Shareholders to deliver the
Securities on behalf of the Selling Shareholders in accordance with the terms of the Underwriting
Agreement.



     (v) The execution, delivery and performance of the Underwriting Agreement, the Power of
Attorney and Custody Agreement and the sale and delivery of the Securities and the consummation of
the transactions contemplated in the Underwriting Agreement and in the Registration Statement and
compliance by the Selling Shareholders with their obligations under the Underwriting Agreement have
been duly authorized by all necessary action on the part of the Selling Shareholders and, based
solely on our review of written representations furnished by such Selling Shareholders, do not and
will not, whether with or without the giving of notice or passage of time or both, conflict with or
constitute a breach of, or default under or result in the creation or imposition of any tax, lien,
charge or encumbrance upon the Securities or any property or assets of the Selling Shareholders
pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note,
license, lease or other instrument or agreement to which any Selling Shareholder is a party or by
which they may be bound, or to which any of the property or assets of the Selling Shareholders may
be subject nor will such action result in any violation of the provisions of the charter or by-laws
of the Selling Shareholders, if applicable, or any law, administrative regulation, judgment or
order of any governmental agency or body or any administrative or court decree having jurisdiction
over such Selling Shareholder or any of its properties.



     (vi) To the best of our knowledge, based solely on our review of written representations
furnished by such Selling Shareholders, each Selling Shareholder has valid and marketable title to
the Securities to be sold by such Selling Shareholder pursuant to the Underwriting Agreement, free
and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind,
and has full right, power and authority to sell, transfer and deliver such Securities pursuant to
the Underwriting Agreement. By delivery of a certificate or certificates therefor, each such
Selling Shareholder will transfer to the Underwriters who have purchased such Securities pursuant
to the Underwriting Agreement (without



Exhibit B - 1






 









 







notice of any defect in the title of such Selling
Shareholder and who are otherwise bona fide purchasers
for purposes of the UCC) valid and marketable title to such Securities, free and clear of any
pledge, lien, security interest, charge, claim, equity or encumbrance of any kind.




     Nothing has come to our attention that would lead us to believe that the Registration
Statement or any amendment thereto, including the Rule 430A Information (except for financial
statements and schedules and other financial data included or therein or omitted therefrom, as to
which we make no statement), at the time such Registration Statement or any such amendment became
effective, with respect solely to the statements under the caption “Selling Shareholders” relating
to the Selling Shareholders, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus or any amendment or supplement thereto (except for financial
statements and schedules and other financial data included or therein or omitted therefrom, as to
which we make no statement), at the time the Prospectus was issued, at the time any such amended or
supplemented prospectus was issued or at the Closing Time, with respect solely to the statements
under the caption “Selling Shareholders” relating to the Selling Shareholders, included or includes
an untrue statement of a material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading.



Exhibit B - 2




 









 








EXHIBIT C




Lock-Up Agreement




KEEFE, BRUYETTE & WOODS, INC.

SCOTT & STRINGFELLOW, INC.

      as Representatives of the several

      Underwriters to be named in the

      Underwriting Agreement

787 Seventh Avenue, Fourth Floor

New York, New York 10019




     Re:    Proposed Public Offering by Access National Corporation



Dear Ladies and Gentlemen:




     The undersigned, a shareholder, an executive officer and/or a director of Access National
Corporation, a Virginia corporation (the “Company”), understands that Keefe, Bruyette &
Woods, Inc. (“Keefe Bruyette”), as representatives of the Underwriters, proposes to enter
into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the
Selling Shareholders providing for the public offering of shares (the “Securities”) of the
Company’s common stock, par value $0.835 per share (the “Common Stock”). In recognition of
the benefit that such an offering will confer upon the undersigned as a shareholder, an executive
officer and/or a director of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the Underwriting Agreement that, during a period of 90 days from the
date of the Underwriting Agreement, the undersigned will not, without the prior written consent of
Keefe Bruyette, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common
Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether
now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or
hereafter acquires the power of disposition, or file any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.
In the event that either (i) during the period that begins on the date that is 15 calendar days
plus three business days before the last day of the 90-day restricted period and ends on the last
day of the 90-day restricted period, the Company issues an earnings release or material news or a
material event relating to the Company occurs, or (ii) prior to the expiration of the 90-day
restricted period, the Company announces that it will release earnings results during the 16-day
period beginning on the last day of the 90-day restricted period, the restrictions set forth herein
will continue to apply until the expiration of the date that is 15 calendar days plus three
business days after the date on which the earnings release is issued or the material news or event
related to the Company occurs. The Company shall promptly notify Keefe Bruyette of any earnings
releases, news or events that may give rise to an extension of the initial restricted period.



Exhibit C-1





 









 








     Notwithstanding the foregoing, the undersigned may transfer the undersigned’s shares of Common
Stock (i) as a bona fide gift or gifts, provided that the donee or donees agree to be bound in
writing by the restrictions set forth herein, (ii) to any trust or family limited partnership for
the direct or indirect benefit of the undersigned or the immediate family of the undersigned,
provided that the trustee of the trust or general partner of the family limited partnership, as the
case may be, agrees to be bound by the restrictions set forth herein, and provided further that any
such transfer shall not involve a disposition for value, (iii) pledged in a bona fide transaction
outstanding as of the date hereof to a lender to the undersigned, as disclosed in writing to the
underwriter, (iv) pursuant to the exercise by the undersigned of stock options that have been
granted by the Company prior to, and are outstanding as of, the date of the Underwriting Agreement,
where the Common Stock received upon any such exercise is held by the undersigned, individually or
as fiduciary, in accordance with the terms of this Lock-Up Agreement, or (v) with the prior written
consent of Keefe Bruyette. For purposes of this Lock-Up Agreement, “immediate family” shall mean
any relationship by blood, marriage or adoption, not more remote than first cousin.



     The undersigned now has and, except as contemplated by clauses (i) through (v) above, for the
duration of this Lock-Up Agreement will have good and marketable title to the undersigned’s shares
of Common Stock, free and clear of all liens, encumbrances, and claims whatsoever, except with
respect to any liens, encumbrances and claims that were in existence on the date hereof. The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s
transfer agent and registrar against the transfer of the undersigned’s common stock, except in
compliance with this Lock-Up Agreement. In furtherance of the foregoing, the Company and its
transfer agent are hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Lock-Up Agreement.



     The undersigned represents and warrants that the undersigned has full power and authority to
enter into this Lock-Up Agreement. The undersigned agrees that the provisions of this Lock-Up
Agreement shall be binding also upon the successors, assigns, heirs and personal representatives of
the undersigned.



     The undersigned understands that, if the Underwriting Agreement does not become effective, or
if the Underwriting Agreement (other than the provisions thereof that survive termination) shall
terminate or be terminated prior to payment for and delivery of the Common Stock to be sold
thereunder, the undersigned shall be released from all obligations under this Lock-up Agreement.



     Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in
the Underwriting Agreement.



     This Lock-up Agreement shall be governed by and construed in accordance with the laws of the
State of New York.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 

	 	Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 





Exhibit C-2