FORM OF UNDERWRITING AGREEMENT] MILLENNIUM BANKSHARES CORPORATION Common Stock ($5.00 par value) UNDERWRITING AND ADVISORY AGREEMENT April , 2004Underwriting and Advisory Agreement • March 26th, 2004 • Millennium Bankshares Corp • National commercial banks • Virginia
Millennium Bankshares Corporation, a corporation organized under Virginia law (the “Company”), proposes to employ you (“you” or the “Underwriter”) to advise the Company in the structure of an offering to holders of the Company’s common stock warrants and a public offering of the Company’s Common Stock, par value $5.00 per share (the “Common Stock”), and, as agent of the Company, to assist in the sale on a best efforts basis of (i) up to 3,600,000 shares of the Company’s Common Stock in the public offering (the “Public Offering”), less (ii) any shares of Common Stock that are subscribed for by 5:00 p.m. Eastern Daylight Time, April 26, 2004 in the Company’s offering to its warrant holders of 1,653,280 shares of Common Stock (the “Warrant Holder Offering”). The shares of Common Stock to be issued in the Public Offering are referred to herein as the “Shares.”
