13D Filing: Endicott Management and Washingtonfirst Bankshares Inc. (WFBI)

The Reporting Persons acquired the shares of Common Stock
reported herein for investment purposes in the ordinary course of business. The Reporting Persons acquired such
shares of Common Stock because they believed that the shares of Common Stock reported herein, when purchased,
represented an attractive investment opportunity.

On May 15, 2017 Sandy Spring Bancorp, Inc. (“Sandy
Spring”) entered into a voting agreement with EOP III in its capacity as a shareholder of the Issuer (the “Voting
Agreement”), in which EOP III agreed, among other things, to vote the shares of Common Stock beneficially owned by it
in favor of the proposed first-step merger between the Issuer and a subsidiary of Sandy Spring (the “First-Step Merger”),
as set forth in the Agreement and Plan of Merger, dated May 15, 2017, by and between Sandy Spring, its aforementioned subsidiary,
and the Issuer (the “Merger Agreement”). In addition, EOP III has agreed to vote against any proposal made in
competition with the First-Step Merger, as well as certain other restrictions with respect to the voting and transfer of the shares
of Common Stock held by EOP III. The foregoing description of the Voting Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Voting Agreement, a copy of which is attached as Exhibit 10.25 to the Issuer’s
Form 8-K, filed on May 18, 2017 and is incorporated herein by reference.

The Reporting Persons intend to review their investments
in the Issuer on a continuing basis and, subject to any applicable terms of the Voting Agreement, the Reporting Persons may, from
time to time and at any time, purchase additional securities of the Issuer, sell securities of the Issuer, enter into financial
instruments or other agreements relating to their investment, engage in hedging or similar transactions with respect to such holdings
and/or otherwise change their intention with respect to any and all matters referred to herein.

Except to the extent the foregoing may be deemed a plan or proposal,
none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and
from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect
thereto.