Exhibit 99(a)
COMMERCEFIRST BANCORP, INC.
SUBSCRIPTION AGREEMENT FOR OFFERING OF SHARES OF COMMON STOCK
THE TERMS AND CONDITIONS OF THE OFFERING ARE SET FORTH IN THE ACCOMPANYING
PROSPECTUS. PERSONS WHO WISH TO PURCHASE SHARES OF COMMON STOCK IN THE OFFERING
ARE URGED TO CAREFULLY READ THE PROSPECTUS IN ITS ENTIRETY PRIOR TO SUBMITTING
THIS SUBSCRIPTION AGREEMENT. ALL SUBSCRIPTIONS, ONCE SUBMITTED, ARE IRREVOCABLE
BY THE SUBSCRIBER.
IF YOU HAVE QUESTIONS ABOUT HOW TO COMPLETE THIS SUBSCRIPTION AGREEMENT, CONTACT
XXXXXX SECURITIES, INC. AT :
(000) 000-0000 or (000) 000-0000
I. Subscription for Shares of Common Stock. The undersigned hereby irrevocably
subscribes for _______________________________ shares of Common Stock of
CommerceFirst Bancorp, Inc. at the purchase price of 10.00 per share. (1)
II. Purchase Price and Manner of Payment. The undersigned submits herewith, by
means of a check, bank draft or money order in the amount of
$_______________________ ($10.00 multiplied by the total number of shares
subscribed for in part I above), payable to "_______________, Escrow Agent for
CommerceFirst Bancorp, Inc."
III. (a) Registration Instructions. This part must be completed with respect to
all shares purchased. If shares subscribed for are to be registered in more than
one manner, complete as many Subscription Agreements as there are registrations,
or attach separate sheets providing all of the information required below with
respect to each registration, and indicating number of shares subject to each
registration.
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(Name)
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(Address, including Street, City, County, State and ZIP Code)
Taxpayer identification or Social Security Number: ____________________
Manner in which securities are to be owned:
|_|Individual
|_|Tenants in Common
|_|Joint Tenants
|_|Retirement Account (Trustee signature and authorization
required)
|_|Uniform Transfer to Minors
|_|Other _______________________ (for example, corporation,
trust or estate. If shares are purchased for a trust, the
date of the trust agreements and trust title must be
included).
(b) Special Delivery Instructions: If certificate(s) representing the
shares subscribed for is to be delivered to an address other than as indicated
in III.(a) above, please provide the delivery address below.
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(Name)
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(Address, including Street, City, County, State and ZIP Code)
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(1) Subject to a minimum subscription of 100 shares and a maximum subscription
of 5% of the total number of shares actually sold in the offering. Subject to
reduction in the event that the offering is oversubscribed.
IV. Deadline. This Subscription Agreement and payment in full of the purchase
price must be actually received by Xxxxxx Securities, Inc., Suite 600, 0000 Xxxx
Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, NO LATER THAN 5:00 P.M., Eastern time,
on , 2000, (the "Termination Date") subject to extension or earlier termination
as set forth in the Prospectus.
V. In order that we CommerceFirst and Xxxxxx Securities may fulfill our
obligations under the laws, rules and regulations governing the offering and us,
please answer the following questions by circling the appropriate responses
below.
1. Yes No Are you a member of the National Association of
Securities Dealers, Inc. ("NASD") or otherwise a
securities broker or dealer?
2. Yes No Are you a foreign securities broker, dealer or bank?
3. Yes No Are you a domestic2 bank, domestic branch of a
foreign bank, trust company or other conduit for an
undisclosed principal?
4. Yes No Are you an officer, director, general partner,
employee or agent of any member of the NASD or any
other securities broker or dealer?
5. Yes No Are you an "associated person" (as defined below)
of any member of the NASD or any other securities
broker or dealer?
(a) Yes No If yes, is the member engaged solely in the
purchase or sale of either investment
company/variable contracts securities or direct
participation program securities?
6. Yes No Are you a member of the "immediate family" (as
defined below) of any person described in questions 4
or 5 above?
(a) If yes, are you:
(i) Yes No Supported, either directly or indirectly, to a
material extent, by that family member?
(ii) Yes No Supported, either directly or indirectly, but not to
a material extent, by that family member?
(iii) Yes No Not supported, either directly or indirectly, by that
family member?
If you answered yes to question
6(a)(i) or 6(a)(ii), please provide the name of the
broker or dealer with which that person is affiliated
or associated:
7. Yes No Are you a finder with respect to the offering?
8. Yes No Are you a person (such as an attorney, accountant or
financial consultant) acting in a fiduciary capacity
to any managing underwriter of the offering, or to
CommerceFirst with respect to the offering?
9. Yes No Are you a senior officer of any of the following: a
bank; savings and loan institution; insurance
company; investment company; investment advisory
firm; or any other institutional type account
(including, but not limited to, hedge funds,
investment partnerships, investment corporations or
investment clubs), domestic or foreign?
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(2) For purposes of this questionnaire, the term "domestic" shall mean an
entity or individual, as appropriate domiciled or located in the United States:
"foreign" shall mean an entity or individual, as appropriate, domiciled in a
county other than the United States.
10. Yes No Do you work in the securities department of any bank,
savings and loan institution, insurance company,
investment company, investment advisory firm or other
institutional type account, domestic or foreign?
11. Yes No Are you employed by any bank, savings and loan
institution, insurance company, investment company,
investment advisory firm or other institutional type
account, domestic or foreign, where you have
influence in or are engaged in activities directly or
indirectly involving or relating to the function of
buying or selling securities?
12. Yes No Are you in any other way able to influence or are
engaged in activities directly or indirectly
involving or relating to the function of buying or
selling securities by any bank, savings and loan
institution, insurance company, investment advisory
firm or other institutional type account, domestic or
foreign?
13. Yes No Are you a person who is supported directly or
indirectly, to a material extent, by any person
specified in questions 7 through 12 above?
14. Yes No If you answered yes to any of questions 6(a)(i),
6(a)(ii) or 7 through 13, do you normally purchase
securities from time to time from a broker, dealer or
underwriter in public offerings, directly or
indirectly (for example, through an investment
partnership)?
15. Yes No If you are a domestic or foreign investment company
or partnership, investment club, hedge fund, or other
collective investment vehicle, would any person or
entitles having a beneficial ownership interest in
you answer yes to any of questions 1 through 13?
16. Name of Employer:________________________________________________
17. Nature of Business:________________________________________________
An "associated person" of a broker-dealer is any individual engaged in
the investment banking or securities business who directly or indirectly
controls or is controlled by a broker-dealer. A person who owns or has
contributed more than 10% to a broker-dealer's capital generally is considered
to be an associated person. A person who owns or has contributed 10% or less to
a broker-dealer's capital also is generally considered to be an associated
person, unless: (a) that ownership interest is a passive investment, (b) the
person does not receive hot issues from the broker-dealer in which he or she has
the interest, and (c) that broker-dealer is not in a position to direct hot
issues to the person.
The "immediate family" of a person includes that person's parents,
spouse, brothers, sisters, children, mother-in-law, father-in-law,
brothers-in-law, sisters-in-law, sons-in-law, daughters-in-law, and other
persons supported, directly or indirectly, to a material extent, by that person.
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By signing and submitting this Subscription Agreement the undersigned
hereby represents and warrants that the responses to the questions in Section V
of this agreement are true and correct, and agrees to notify Xxxxxx Securities,
Inc. immediately in writing if responses to any of the above questions change.
Name(s) of Subscriber(s):
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Daytime Telephone Number:
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Evening Telephone Number:
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SIGNATURE(S):
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(Signature(s) of subscriber(s) exactly as name(s) appear above)
Dated:
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If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
as to such person.
Name (please print):
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Capacity (Full title):
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Address (including ZIP Code):
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Business Telephone Number including area code):
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Taxpayer identification or Social Security Number:
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IN DETERMINING WHETHER TO ACCEPT ANY SUBSCRIPTION, IN WHOLE OR IN PART,
COMMERCEFIRST MAY, IN ITS SOLE DISCRETION, TAKE INTO ACCOUNT THE ORDER IN WHICH
SUBSCRIPTIONS ARE RECEIVED, A SUBSCRIBER'S POTENTIAL TO DO BUSINESS WITH, OR TO
DIRECT CUSTOMERS TO, COMMERCEFIRST BANK AND THE DESIRE TO HAVE A BROAD
DISTRIBUTION OF STOCK OWNERSHIP, AS WELL AS LEGAL OR REGULATORY RESTRICTIONS.
