THE UNITS (AND UNDERLYING SECURITIES) WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE UNITS (AND UNDERLYING SECURITIES) ACQUIRED BY INVESTORS...
EXHIBIT
10.1
THE
UNITS (AND UNDERLYING SECURITIES) WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS. THE UNITS (AND UNDERLYING SECURITIES)
ACQUIRED BY INVESTORS MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR DELIVERY TO THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
AN
INVESTMENT IN THE UNITS IS SUBJECT TO CERTAIN RISKS. SEE “RISK
FACTORS” IN THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, DATED AUGUST 7,
2008.
This
Subscription Agreement, the Confidential Private Placement Memorandum and the
Exhibits attached thereto are highly confidential. This Subscription
Agreement does not constitute an offer to any person other than the subscriber
named below or to the public generally to subscribe for or otherwise acquire any
Units. No one is permitted to distribute this Subscription Agreement,
the Confidential Private Placement Memorandum and the Exhibits attached thereto
to any person other than the subscriber and those persons, if any, retained to
advise such subscriber, and any disclosure of any of the contents hereof without
our prior written consent is prohibited. Each prospective purchaser,
by accepting delivery of this Subscription Agreement, the Confidential Private
Placement Memorandum and the Exhibits attached thereto, agrees to the foregoing
and to make no photocopies of this Subscription Agreement or the Confidential
Private Placement Memorandum and the Exhibits attached thereto or any documents
delivered in connection herewith and if the subscriber does not purchase any
Units, or the offering is terminated, to return this Subscription Agreement and
the Confidential Private Placement Memorandum and the Exhibits attached thereto
and all such documents delivered herewith to us.
Each
person receiving this Subscription Agreement and the Confidential Private
Placement and the Exhibits attached thereto, prior to delivery hereof, has
agreed, and its acceptance hereof constitutes its further agreement, that it
will hold the information contained or referred to herein and the transactions
contemplated hereby in confidence.
FOR FLORIDA RESIDENTS ONLY: PURSUANT
TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT, WHEN SALES ARE MADE
TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE IN THE STATE OF FLORIDA IS VOIDABLE
BY THE PURCHASER IN SUCH SALE EITHER WITHIN THREE (3) DAYS AFTER THE FIRST
TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE
ISSUER OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF
THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS
LATER. EACH FLORIDA RESIDENT WHO SUBSCRIBES FOR THE PURCHASE OF UNITS
HAS THE RIGHT, PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES
ACT, TO WITHDRAW HIS, HER OR ITS SUBSCRIPTION FOR THE PURCHASE AND RECEIVE A
FULL REFUND OF ALL MONIES PAID WITHIN THREE (3) BUSINESS DAYS AFTER THE
EXECUTION OF THE SUBSCRIPTION AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN
MADE, WHICHEVER IS LATER. WITHDRAWAL WILL BE WITHOUT ANY FURTHER
LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A
SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY C/O XXXXXX
XXXXXXXX, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, SEVERN BANCORP,
INC., 000 XXXXXXXX XXXXXX, XXXXX 000, XXXXXXXXX, XXXXXXXX 00000, INDICATING HIS, HER OR ITS INTENTION TO WITHDRAW.
SUCH
LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH
LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS
RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST
IS MADE ORALLY, IN PERSON OR BY TELEPHONE TO AN OFFICER OF THE COMPANY, A
WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE
REQUESTED.
Parties: Severn
Bancorp, Inc.
a
Maryland Corporation (the “Company”)
000
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
__________________________ (the “Subscriber”)
(Print Name)
__________________________
(Xxxxxx Xxxxxxx)
__________________________
(City, State, Zip Code)
Date: ,
2008
BACKGROUND
The
Company is offering to sell a minimum of 100 Units and a maximum of 250 Units in
a private placement (the “Offering”). Each
Unit is being offered at a purchase price of $100,000 per Unit and consists of
6,250 shares of Series A Convertible Preferred Stock, par value $.01 per share,
of the Company (the “Preferred Stock”)
with an aggregate liquidation preference of $50,000, and a redeemable
Subordinated Note in the original principal amount of $50,000 (“Subordinated
Note”). The Subscriber desires to purchase, and subject to
acceptance by the Company, the Company desires to sell, the number of Units
designated on the Signature Page of this Agreement, upon the terms and
conditions contained herein.
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein and for the other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
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1.
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SUBSCRIPTION
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Subject to the terms and conditions set
forth herein, the Subscriber hereby subscribes for and agrees to purchase the
number of Units designated on the Signature Page of this Agreement at the
purchase price per Unit of One Hundred Thousand Dollars ($100,000) for total
amount as set forth on the signature page of this Agreement (the “Subscription
Price”). In payment of the Subscription Price, Subscriber
encloses herewith a check, bank draft or money order payable to the order of
“Severn Bancorp, Inc.” in the amount of the Subscription Price.
2
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2.
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SUBSCRIPTION
IRREVOCABLE BY SUBSCRIBER BUT SUBJECT TO ACCEPTANCE OR REJECTION BY THE
COMPANY.
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(a) Except as
to Florida subscribers as described above, this Subscription
Agreement is not, and shall not be, revocable by Subscriber.
(b) The
Subscriber understands and agrees that: (i) this subscription shall not be
binding upon the Company until accepted by the Company, (ii) the Company
reserves the right to reject the Subscriber’s subscription for any reason or no
reason, (iii) the Company may accept this subscription in whole or in part and
(iv) the Company reserves the right, in its sole discretion, to accept
subscriptions for a partial Unit from any subscriber in the
Offering. The Subscriber shall not have any recourse against the
Company if the subscription is rejected in whole or in part. If the
subscription is rejected, the Company will promptly return to Subscriber,
without deduction or interest, the rejected Subscription Price.
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3.
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SUBSCRIBER’S
REPRESENTATIONS AND
WARRANTIES.
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Subscriber
hereby represents and warrants that:
(a) Subscriber
has received, has carefully read and understands the Confidential Private
Placement Memorandum, dated August 7, 2008 and the Exhibits attached
thereto (the “Memorandum”), including without limitation the Form of
Subordinated Note attached as Exhibit H to the Memorandum (“Form of Subordinated
Note”) and Form of Articles of Amendment attached as Exhibit J to the Memorandum
(“Form of Articles of Amendment”). Subscriber has based his, her or
its decision to invest on the information contained in the Memorandum, has not
been furnished with any other offering literature or prospectus and has not
received any representations or warranties from the Company, the officers or
directors of the Company or any agent of any of the foregoing other than as set
forth herein or in the Memorandum.
(b) Subscriber
has such knowledge and experience in financial and business matters and that
Subscriber is fully capable of evaluating the merits and risks of the investment
in the Company;
(c) Subscriber
is acquiring the Units (and underlying securities) for Subscriber’s own account,
not for the account of any other person or entity, and for investment and not
with a view to resale or distribution and no other person or entity has a direct
or indirect beneficial ownership interest in the Units (and underlying
securities);
(d) Subscriber
can bear the economic risk of losing Subscriber’s entire
investment;
(e) By reason
of Subscriber’s business or financial experience, Subscriber has the capacity
and has taken all steps necessary to protect the Subscriber’s own interests in
connection with an investment in the Units (and underlying
securities);
(f) Subscriber
has not paid or given any commission or other remuneration in connection with
the purchase of the Units (and underlying securities);
(g) The Units
(and underlying securities) were not offered to the Subscriber by means of any
general solicitation or general advertising by the Company or any person acting
on its behalf, including, but not limited to: (i) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
media or broadcast over television or radio; or (ii) any seminar or meeting to
which the Subscriber was invited by any general solicitation or general
advertising;
3
(h) Subscriber
(i) is at least twenty one (21) years of age (if the Subscriber is a natural
person, (ii) maintains his, her or its residence or principal place of business
(as applicable) (and is not a transient or temporary resident) at the address
shown on page 2 hereto and has no present intention of becoming a resident or
changing its principal place of business to another state or jurisdiction, (iii)
has adequate means of providing for his or her current needs and personal
contingencies (if the Subscriber is a natural person), (iv) has no need for
liquidity in the investment in the Units (and underlying securities), (v) has
investments in and commitments to non liquid investments which are, and after
the purchase of the Units (and underlying securities) will be, reasonable in
relation to his, her or its net worth and current needs, and (vi) is able to
bear the economic risk of losing his, her or its entire investment in the Units
(and underlying securities). The Subscriber acknowledges and agrees
that no offer of the Units was made to the Subscriber in any state other than
such state of residence or principal place of business;
(i) Subscriber’s
overall commitment to investments which are not readily marketable is not
disproportionate to Subscriber’s net worth, Subscriber’s investment in the Units
(and underlying securities) will not cause such overall commitment to become
excessive, and the investment is suitable for Subscriber when viewed in light of
Subscriber’s other securities holdings and Subscriber’s financial situation and
needs;
(j) Subscriber
has adequate means of providing for Subscriber’s current needs and
contingencies;
(k) Subscriber
has evaluated all the risks of investment in the Company, including without
limitation those set forth under “Risk Factors” in the Memorandum, in Part I,
Item 1.A "Risk Factors" in the Company's Annual Report on Form 10-K included as
Exhibit A to the Memorandum and in Part II, Item 1.A "Risk Factors" in the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008
included as Exhibit C to the Memorandum;
(l) Subscriber
has experience in evaluating and making investment decisions of this
kind;
(m) Subscriber
has a reasonable understanding of the business in which the Company is
engaged;
(n) Subscriber
is an “accredited investor” as defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”) as
indicated on the signature page hereto;
(o) Subscriber
otherwise meets any special suitability standards applicable to the Subscriber’s
state of residence or principal place of business (as applicable);
(p) Subscriber
has been furnished with all additional documents and information which
Subscriber has requested;
(q) Subscriber
has had the opportunity to ask questions of and received answers from the
Company concerning the Company and the Units (and underlying securities) and to
obtain any additional information necessary to verify the accuracy of the
information furnished;
(r) Subscriber
has relied only on the information contained herein and in the Memorandum and
the documents attached thereto as exhibits in determining to make this
subscription;
(s) Subscriber
has not construed the contents of this Subscription Agreement (or the Memorandum
and any attachments thereto) or any prior or subsequent communication from the
Company or any of its directors, officers, employees, financial advisors,
attorneys, accountants or other agents as investment, legal or tax
advice. The Subscriber has been advised to consult with the
Subscriber’s own financial advisor, attorneys, and other professional advisors
as to investment, legal, tax, or other related matters concerning the proposed
investment;
4
(t) All
documents, records and books pertaining to Subscriber’s investment have been
made available for inspection by Subscriber and by Subscriber’s attorney, and/or
Subscriber’s accountant and/or Subscriber’s representative, during reasonable
business hours at the Company’s principal place of business;
(u) Subscriber
recognizes and understands that an investment in the Units (and underlying
securities) involves substantial risks and that the Subscriber may lose all of
the Subscriber’s investment. Subscriber is fully aware of and
understands all of the risk factors relating the purchase thereof, including,
but not limited to, those set forth under “Risk Factors” in the
Memorandum, in Item 1.A "Risk Factors" in the Company's Annual Report
on Form 10-K included as Exhibit A to the Memorandum and in Part II, Item 1.A
"Risk Factors" in the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2008 included as Exhibit C to the Memorandum;
(v) Subscriber
understands that the terms of the Offering (and the underlying securities),
including the purchase price per Unit, have been arbitrarily determined by the
Company and that no assurances have been given about the increase in value, if
any, of the Units (and underlying securities);
(w) Subscriber
understands that the Units (and underlying securities) are being offered and
sold in reliance on specific exemptions from the registration requirements of
federal and state securities laws and that the Company and controlling persons
thereof are relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings set forth herein to
determine the applicability of such exemptions and the suitability of the
Subscriber to acquire the Units (and underlying securities), and also to confirm
that the Company is not required to register as an investment company under the
Investment Company Act of 1940;
(x) Subscriber
understands that the offer and sale of the Units (and underlying securities)
have not been submitted to, reviewed by, nor have the merits of this investment
been endorsed or approved by any state or federal agency, commission, authority
or self-regulatory organization;
(y) The
written information pertaining to Subscriber which Subscriber has heretofore
furnished to the Company, and all information pertaining to Subscriber which is
set forth in this Subscription Agreement (including in the signature page
hereto), is true and correct as of the date hereof and, if there should be any
material change in such information hereafter, Subscriber shall promptly furnish
such revised or corrected information to the Company;
(z) Subscriber
has full right, power (and capacity, if the Subscriber is a natural person) and
authority to execute and deliver this Subscription Agreement and to perform his,
her or its other obligations hereunder, and if the Subscriber is an entity, the
person signing this Subscription Agreement on behalf of such entity has been
duly authorized by such entity to do so, and this Subscription Agreement shall
be enforceable against Subscriber in accordance with its terms;
(aa) Subscriber
understands, acknowledges and agrees that the Company is relying solely upon the
representations and warranties made herein in determining to sell Subscriber the
Units (and underlying securities); and
5
(bb) Subscriber
understands the meaning and legal consequences of the foregoing representations
and warranties and certifies that each of the foregoing representations and
warranties is true and correct as of the date hereof and shall survive the
execution hereof and the purchase of the Units (and underlying
securities).
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4.
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TRANSFER
RESTRICTIONS.
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(a) Subscriber
represents that Subscriber understands that the sale or transfer of the Units
(and underlying securities) are severely restricted and that:
(i) The Units
(and underlying securities) have not been registered under the Securities Act or
the laws of any state or other jurisdiction. The Units (and
underlying securities) can not be sold, transferred or otherwise disposed of by
Subscriber unless the Units (and underlying securities) are subsequently
registered under applicable law or an exemption from registration is
available. The Company is not required to register the Units (and
underlying securities) or to make any exemption from registration available, and
therefore, the Subscriber may be precluded from selling, transferring or
otherwise disposing of the Units (and underlying securities) or any portion
thereof and may have to bear the economic risk of Subscriber’s investment for an
indefinite period of time; and
(ii) There is
no public market and there will probably not be a public market for the Units
(and underlying Subordinated Note and Preferred Stock) and Subscriber may not be
able to sell the Units (and underlying Subordinated Note and Preferred Stock) at
prices equal to or greater than the price paid for them or at
all. Accordingly, the Subscriber may have to bear the economic risk
of Subscriber’s investment for an indefinite period of time.
(b) Subscriber
agrees that Subscriber will not sell, offer to sell, transfer or otherwise
dispose of the Units (and underlying securities) or any part thereof or interest
therein without registration under the Securities Act and applicable state
securities laws or an exemption from such registration, other than a sale or
transfer to the Company at an agreed upon price.
(c) Restrictive Legend and Stop
Transfer Order. The Subscriber acknowledges that:
(i) any
certificates representing the securities underlying the Units will bear a legend
similar to the following:
The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any
state. The securities may not be offered, sold, transferred, pledged
or otherwise disposed of unless (i) there is an effective registration statement
under the Securities Act of 1933, as amended, and under any applicable state
securities laws, or (ii) the Company has received an
opinion of counsel satisfactory to the Company and its counsel that the proposed
transaction will be exempt from such registration; and
(ii) the
Company reserves the right to place a stop order against any securities
underlying the Units and to refuse to effect any transfers thereof in the
absence of an effective registration statement with respect to thereto or in the
absence of an opinion of counsel to the Company that such transfer is exempt
from registration under the Securities Act and under applicable state securities
laws.
6
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5.
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INDEMNIFICATION AND
HOLD HARMLESS.
|
Subscriber
agrees that if Subscriber breaches any agreement, representation or warranty
Subscriber has made in this Subscription Agreement, Subscriber agrees to
indemnify and hold harmless the Company, including its directors, officers,
employees and shareholders, against any claim, liability, loss, damage or
expense (including attorneys’ fees and other costs of investigating and
litigating claims) caused, directly or indirectly, by Subscriber’s
breach.
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6.
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CONFIDENTIAL
INFORMATION; NON-DISCLOSURE.
|
(a) Confidential
Information. Subscriber recognizes and acknowledges that this
Subscription Agreement creates a confidential relationship between Subscriber
and the Company and that any and all information provided in connection with
this offering, including but not limited to, finances, business strategies,
marketing and marketing strategies, products, policies, financial information,
documentation, and other such information, whether written, oral or otherwise,
is confidential in nature (hereinafter collectively referred to as “Company Confidential
Information”). Company Confidential Information shall not
include information that: (x) is in the public domain through no breach of the
obligation of non-disclosure set forth below; (y) is independently communicated
to Subscriber by a third party free of any obligation of confidentiality; or (z)
is developed by Subscriber independently of and without reference to any Company
Confidential Information. All Company Confidential Information
supplied to Subscriber hereunder is and shall remain the sole and exclusive
property of the Company.
(b) Non-Disclosure. Subscriber
agrees that, except as expressly authorized in writing by the Company,
Subscriber will not at any time disclose any Company Confidential Information to
any person whatsoever or use any Company Confidential Information for any
purpose other than in his, her or its role as an investor in the
Company. Notwithstanding the foregoing, Subscriber may disclose such
Company Confidential Information to Subscriber’s personal advisors provided that
such advisors agree to be bound by the foregoing confidentiality and
non-disclosure provisions.
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7.
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MISCELLANEOUS.
|
(a) Additional
Information. The Company may request from Subscriber such
additional information as it may deem necessary to evaluate the eligibility of
Subscriber to acquire Units (and underlying securities), and may request from
time to time such information as it may deem necessary to determine the
eligibility of Subscriber to hold the Units (and underlying securities) or to
enable the Company to determine the Company’s compliance with applicable
regulatory requirements, and the Subscriber agrees to provide such information
as may reasonably be requested.
(b) Acceptance or Rejection of
Subscription. This Subscription Agreement shall not be binding on the
Company until it shall be accepted by the Company, such acceptance to be
indicated by the execution of this Subscription Agreement by the
Company. The Company may reject this Subscription Agreement in whole
or in part, for any reason or no reason, in its sole and absolute
discretion.
(c) Entire
Understanding. This Subscription Agreement states the entire
understanding between the parties with respect to the subject matter hereof, and
supersedes all prior oral and written communications and agreements, and all
contemporaneous oral communications and agreements, with respect to the subject
matter hereof.
(d) Parties in
Interest. This Subscription Agreement, upon acceptance by the
Company, shall bind, benefit, and be enforceable by and against each party
hereto and his, her or its successor, assigns, heirs administrators and
executors.
7
(e) Severability. If
any provision of this Subscription Agreement is construed to be invalid, illegal
or unenforceable, then the remaining provisions hereof shall not be affected
thereby and shall be enforceable without regard thereto.
(f) Section
Headings. Article and section headings in this Subscription
Agreement are for convenience of reference only, do not constitute a part of
this Subscription Agreement, and shall not affect its
interpretation.
(g) References. All
words used in this Subscription Agreement shall be construed to be of such
number and gender as the context requires or permits. Unless a
particular context clearly provides otherwise, the words “hereof” and
“hereunder” and similar references refer to this Subscription Agreement in its
entirety and not to any specific Section or subsection.
(h) Controlling
Law. THIS SUBSCRIPTION AGREEMENT IS MADE UNDER, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
[Remainder
of page intentionally left blank.]
8
ALL
SUBSCRIBERS MUST COMPLETE AND SIGN BELOW
The
Subscriber, by executing this Signature Page, hereby agrees to all the terms,
conditions, representations and warranties of this Subscription Agreement and
agrees to purchase the number of Units set forth below.
Number
of Units subscribed for: _____ Units
Subscription
Price (number of Unit(s) subscribed for x
$100,000): $_______________
Further,
the Subscriber hereby represents and warrants that the Subscriber is an
"accredited investor" as defined in Regulation D under the Securities Act of
1933 as indicated below:
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Please
check and complete all applicable responses:
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If
the Subscriber is an individual:
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¨ My
individual net worth, or joint net worth with my spouse, currently exceeds
$1,000,000. If this box is checked, please provide estimated
net worth (may include joint net worth with
spouse): $________________.
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¨ I
had an individual income in excess of $200,000 in each of 2006 and 2007 or
joint income with my spouse in excess of $300,000 in each of those years
and I have a reasonable expectation of reaching the same income level in
2008. If this box is checked, please provide income amounts for
you and your spouse as follows:
2006
(actual) your
income:
$___________ spouse’s
income: $___________
2007
(actual) your
income:
$___________ spouse’s
income: $___________
2008
(estimated) your
income:
$___________ spouse’s
income: $___________
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¨ I
am a director or executive officer of Severn Bancorp,
Inc.
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If
the Subscriber is an entity:
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¨ The entity is
a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act") or savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the Securities
Act.
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¨ The entity is
a broker or dealer registered pursuant to section 15 of the Securities
Exchange Act of 1934, as amended.
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¨ The entity is
an insurance company as defined in Section 2(13) of the Securities
Act.
|
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¨ The entity is an
investment company registered under the Investment Company Act of 1940, as
amended (the “1940 Act”) or a business development company as defined in
Section 2(a)(48) of the 1940 Act.
|
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¨ The entity is a
small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958, as amended.
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¨ The entity is a
plan established and maintained by a state, its political subdivisions, or
any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees with total assets in excess of
$5,000,000.
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Please
continue on the following page.
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9
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Please
check and complete all applicable
responses:
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|
¨ The
entity is an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended (“Employee Benefit
Plan”) and the investment decision is made by a plan fiduciary which is
either a bank, savings and loan association, insurance company or
registered investment advisor.
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¨ The entity is
an Employee Benefit Plan with assets in excess of
$5,000,000.
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¨ The entity is
a self-directed Employee Benefit Plan where the investment decisions are
made solely by persons that are accredited investors.
|
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¨ The entity is
a private business development company as defined in Section 202(a)(22) of
the 1940 Act.
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¨ The entity is
an organization described in section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the Units
offered, with total assets in excess of $5,000,000.
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¨ The entity is a
trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by an accredited investor that has such knowledge and experience
in financial and business matters that he or she is capable of evaluating
the merits and risks of the prospective investment.
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¨ All of the equity owners of the
entity are accredited investors. If this is the only box
checked, each of the owners must separately complete and sign pages 8 and
9.
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The
total assets of the entity as of a recent date are: $_______ as of
___________, 2008 (date)
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IN WITNESS
WHEREOF, the Subscriber has executed and delivered this Subscription Agreement
on the date first above written.
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INDIVIDUAL
SUBSCRIBERS
|
ENTITY
SUBSCRIBERS
|
|
_________________________________
|
_____________________________
|
|
Signature
|
Print
Name of Entity
|
|
_________________________________
|
______________________________
|
|
Print
Name
|
By:
___________________________
Authorized
Signature
|
|
_________________________________
|
_______________________________
|
|
Signature
of the Joint Subscriber (if any)
(if
shares to be held in joint name)
|
Print
Name and Title of Authorized Signer
|
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_________________________________
|
|
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Print
Name of Joint Subscriber
|
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Residence
Address: ______________________
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Principal
Business Address: ________________
|
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______________________________________
|
_______________________________________
|
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Telephone:
_____________________________
|
Telephone:
______________________________
|
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Social
Security No: __________________
|
Tax
I.D. Number: __________________
|
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Joint
Subscriber
Social
Security No: __________________
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10
ACCEPTED
AND APPROVED AS TO ___UNITS:
SEVERN
BANCORP, INC.
By:
Name:
Title:
[Company
signature page to the Subscription Agreement]
11
