Affiliate Agreements
Simultaneous with the execution of the Merger Agreement, Access and Middleburg entered into affiliate agreements with each of the directors and
executive officers of Access and Middleburg. Each shareholder party to an affiliate agreement agreed, among other things, to vote shares of Access common stock or Middleburg common stock, as applicable, owned by such shareholder and over which such
shareholder has sole voting and investment power in favor of the Merger and the Merger Agreement (and related plan of merger), and against any competing acquisition proposal, any action, proposal, transaction or agreement which could reasonably be
expected to result in a breach of the Merger Agreement or the affiliate agreement, or other action, proposal or transaction that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely
consummation of the Merger or the fulfillment of Middleburgs or Accesss conditions under the Merger Agreement. The affiliate agreements will terminate in certain circumstances, including upon consummation of the Merger or the termination
of the Merger Agreement in accordance with its terms.
Voting and Standstill Agreement
Simultaneous with the execution of the Merger Agreement, Access and Middleburg entered into a Voting and Standstill Agreement (the Voting
and Standstill Agreement) with David L. Sokol and the David L. Sokol Revocable Trust (the Trust). Pursuant to the Voting and Standstill Agreement, Mr. Sokol and the Trust agreed to vote all shares of Middleburg common stock
beneficially owned by Mr. Sokol and the Trust in favor of the Merger and the Merger Agreement, and against any competing acquisition proposal or any action, proposal, transaction or agreement that could be expected to impede, interfere with,
delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Middleburgs or Accesss conditions under the Merger Agreement.
Also pursuant to the Voting and Standstill Agreement, Mr. Sokol and the Trust agreed until the earlier of the effective date of the
Merger or the termination of the Merger Agreement, except as consented to in writing by Access and Middleburg or as expressly contemplated by the terms of the Voting and Standstill Agreement or the Merger Agreement, to not (i) sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of any shares of Middleburg common stock subject to the Voting and Standstill Agreement, subject to certain limited exceptions, (ii) acquire, offer to acquire or agree to acquire any assets
of Middleburg or any subsidiary or division thereof, (iii) make or participate in any solicitation of proxies to vote, or seek to
influence any person with respect to voting, shares of Middleburg common stock other than to publicly disclose Mr. Sokols support of the Merger and the Merger Agreement,
(iv) submit to Middleburg any shareholder proposal under Rule 14a-8 of the Securities Exchange Act of 1934 (the Exchange Act), (v) make any public announcement with respect to, or submit a proposal for or an offer of any
extraordinary transaction involving Middleburg or Access, or securities or assets of either, other than the Merger and the transactions contemplated by the Merger Agreement, and (vi) form, join or participate in a group (as defined
in Section 13(d)(3) under the Exchange Act) in connection with any of clauses (i) through (v) above. Mr. Sokol agreed to cease any existing activities, discussions or negotiations conducted prior to the date of the Voting and
Standstill Agreement with respect to any competing acquisition proposal, and agreed to not and to not authorize any of his representatives to (a) solicit, initiate, or knowingly encourage, facilitate or induce any inquiries relating to or the
submission of a competing acquisition proposal, (b) participate in any discussions or negotiations regarding, or furnish any non-public information or data with respect to, any competing acquisition proposal, or (c) enter into any
agreement, arrangement or understanding with respect to any competing acquisition proposal or that requires Mr. Sokol to abandon, terminate or fail to perform actions required by the Voting and Standstill Agreement.
The foregoing descriptions of the affiliate agreements and the Voting and Standstill Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of the affiliate agreements, forms of which are attached hereto as Exhibits 99.1 and 99.2, and the Voting and Standstill Agreement, which is attached hereto as Exhibit 99.3, and are incorporated herein
by reference.
Forward-Looking Statements
The information presented herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 regarding Middleburgs and Accesss expectations or predictions of future financial or business performance or conditions. Forward-looking statements may be identified by words such as may, could,
will, expect, believe, anticipate, forecast, intend, plan, prospects, estimate, potential, or by variations of such words or by
similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements in this report (including in the exhibits hereto) may include, but are not limited
to, statements about project impacts of and financial results generated by the transaction. Forward-looking statements speak only as of the date they are made and Access and Middleburg assume no duty to update forward-looking statements.
In addition to factors previously disclosed in Middleburgs and Accesss reports filed with the Securities and Exchange Commission
and those identified elsewhere in this report, the following factors, among others, could cause actual results to differ materially from the results expressed in or implied by forward-looking statements and historical performance: ability to obtain
regulatory approvals and meet other closing conditions to the transaction; delays in closing the transaction; changes in asset quality and credit risk; changes in interest rates and capital markets; the introduction, timing and success of business
initiatives; competitive conditions; and the inability to recognize cost savings or revenues or to implement integration plans associated with the transaction. Annualized, pro forma, projected, and estimated numbers are used for illustrative
purposes only, may not reflect actual results and may not be relied upon.
Additional Information About the Proposed Transaction and Where to Find It
Investors are urged to review carefully and consider all public filings by Middleburg and Access with the Securities and Exchange Commission
(the SEC), including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Quarterly Reports on Form 10-Q, and their Current Reports on Form 8-K. The documents filed with the SEC may be obtained free of
charge at the SECs website at www.sec.gov. The documents filed by Middleburg with the SEC may also be obtained free of charge at Middleburgs website at www.middleburgbank.com or by requesting them in writing to Middleburg Financial
Corporation, 111 West Washington Street, Middleburg, Virginia 20117, Attention: Investor Relations. The documents filed by Access with the SEC may also be obtained free of charge at Accesss website at www.accessnationalbank.com or by
requesting them in writing to Access National Corporation, 1800 Robert Fulton Drive, Suite 300, Reston, VA 20191, Attention: Investor Relations.
In connection with the proposed transaction, Access intends to file a registration statement on Form S-4 with the SEC which will include a
joint proxy statement of Access and Middleburg and a prospectus of Access. A definitive joint proxy statement/prospectus will be sent to the shareholders of each company seeking the required shareholder approvals.
Before making any voting or
investment decision, investors and security holders of Access and Middleburg are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because
they will contain important information about the proposed transaction.
Free copies of these documents may be obtained as described above.
Middleburg, Access, and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from
Middleburg and Access shareholders in connection with the proposed transaction. Information about the directors and officers of Middleburg and their ownership of Middleburg common stock is set forth in the definitive proxy statement for
Middleburgs 2016 annual meeting of shareholders, as previously filed with the SEC on April 12, 2016. Information about the directors and officers of Access and their ownership of Access common stock is set forth in the definitive proxy
statement for Accesss 2016 annual meeting of shareholders, as previously filed with the SEC on April 18, 2016. Investors may obtain additional information regarding the interests of such participants by reading the registration statement
and the joint proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described above.