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EXHIBIT 99.2
SUBSCRIPTION AGREEMENT
BANCTENN CORP.
The undersigned, having read the Prospectus of BancTenn Corp., dated
___________________, 2000, and in sole reliance on the information contained
therein, hereby subscribes to purchase ________________ shares of the common
stock of BancTenn Corp. at a price of $28.00 per share and, in submitting this
Subscription Agreement, agrees as follows:
1. Enclosed is the undersigned's check in the amount of
$__________________, payable to BancTenn Corp., which represents the
undersigned's offer to purchase _______________ shares at $28.00 per share.
2. This Subscription Agreement is not binding upon BancTenn Corp. until
actually accepted and approved by BancTenn Corp. through affirmative written
notification to the undersigned. Neither BancTenn Corp.'s receipt of this
Subscription Agreement nor the deposit or negotiation of the undersigned's check
shall constitute an acceptance or approval of this Subscription Agreement.
3. BancTenn Corp. reserves the right to accept or reject any
subscription for any reason whatsoever. BancTenn Corp. also reserves the right
to accept a subscription for a number of shares less than the number subscribed
for by the undersigned; and BancTenn Corp. also reserves the right to accept a
subscription for a number of shares less than or greater than that number stated
in the Prospectus.
4. If this Subscription Agreement is not accepted or if the number of
shares approved is less than the number of shares subscribed by the undersigned,
the excess funds tendered by the undersigned shall be returned by BancTenn
Corp., without interest, within ______ days after BancTenn Corp. has completed
its actions in regard to this Subscription Agreement.
5. A certificate representing the shares purchased by the undersigned
shall be issued by BancTenn Corp. and delivered to the undersigned within ______
days after the close of the offering. Shipment of such certificate(s) shall be
at the undersigned's sole risk.
6. The undersigned warrants that he is subscribing to purchase the
shares for investment purposes and for his own account, and not with a view or
expectation toward resale or distribution. The undersigned further warrants that
he is not acting as the agent for, or in concert with, any other person,
partnership, corporation, limited liability company or other entity, other than
as specifically set forth herein, and is a bona fide resident of the state
indicated below.
7. The undersigned certifies that (i) the social security number or
taxpayer identification number given herein is correct, and (ii) the undersigned
is not subject to backup withholding. If the undersigned has been notified by
the Internal Revenue Service that he, she or it is subject to backup withholding
because of under-reporting of interest or dividends, the undersigned must cross
through number (ii) above.
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8. Form of stock ownership (see attached Guide for more information):
[ ] Individual [ ] Fiduciary Trust (Under Agreement Dated _____) [ ] Partnership
[ ] Joint Tenants [ ] *Uniform Transfer to Minors [ ] Corporation
[ ] Tenants in Common [ ] *Uniform Gift to Minors [ ] **XXX
_________________________
*Minor's social security number required. ** Custodian name and signature required.
Name Social Security or Tax I.D.
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Name Telephone ( )
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Xxxxxx Xxxxxxx
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Xxxx Xxxxx Zip Code
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State of Residence Date: _________________________, 2000
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9. Signatures:
_________________________________________________________
Name of Corporate or Other Entity Signature of Individual Purchaser
_________________________________________________________
Typed or Printed Name of Individual Purchaser
By:________________________________________ _________________________________________________________
Officer or Authorized Representative Signature of Individual Purchaser
Title: ____________________________________ _________________________________________________________
Typed or Printed Name of Individual Purchaser
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND, OR ANY OTHER GOVERNMENTAL AGENCY. THIS SUBSCRIPTION AGREEMENT IS
MADE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN BANCTENN CORP.'S
PROSPECTUS DATED ________________, 2000. THE UNDERSIGNED ACKNOWLEDGES THAT HE
HAS NOT RELIED UPON ANY REPRESENTATION OR INFORMATION OTHER THAN AS CONTAINED IN
THE PROSPECTUS.
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INVESTMENT PRODUCTS: NOT FDIC-INSURED O NOT BANK-GUARANTEED O MAY LOSE VALUE
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TO BE COMPLETED BY BANCTENN CORP.
Accepted as of ______________________, 2000, as to _______________ shares.
BANCTENN CORP.
By:
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Signature
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Print Name
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GUIDE AND INSTRUCTIONS TO FORM OF STOCK OWNERSHIP
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ITEM 8 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of BancTenn Corp.'s
common stock. Print the name(s) in which you want the shares registered and the
mailing address of the registration. Include the first name, middle initial, and
last name of the shareholder. Avoid the use of two initials. Please omit words
that do not affect ownership rights, such as "Mrs.," "Mr.," "Dr.," "special
account," etc. SEE YOUR LEGAL OR FINANCIAL ADVISER IF YOU ARE UNSURE ABOUT THE
CORRECT REGISTRATION OF YOUR STOCK.
INDIVIDUAL - The shares are to be registered in an individual's name only. You
may not list any beneficiaries.
JOINT TENANTS - Joint tenants with right of survivorship identifies two or more
owners. When shares are held by joint tenants with rights of survivorship,
ownership automatically passes to the surviving joint tenant(s) upon the death
of any joint tenant. You may not list beneficiaries for this ownership.
TENANTS IN COMMON - Tenants in common may identify two or more owners. When
shares are held by tenants in common, upon the death of one co-tenant, ownership
of the shares will be held by the surviving co-tenant(s) and by the heirs of the
deceased co-tenant. All parties must agree to the transfer or sale of shares
held by tenants in common. You may not list beneficiaries for this ownership.
INDIVIDUAL RETIREMENT ACCOUNT - Individual Retirement Account ("XXX") holders
may make share purchases from their deposits through a pre-arranged
"trustee-to-trustee" transfer. Shares may only be held in a self-directed XXX.
The Company cannot offer a self-directed XXX. The Subscription Agreement must be
completed and executed by the XXX Custodian. Please contact the Company if you
have any questions about your XXX account.
UNIFORM GIFT TO MINORS - For residents of many states, shares may be held in the
name of a custodian for the benefit of a minor under the Uniform Transfers to
Minors Act. For residents in other states, shares may be held in a similar type
of ownership under the Uniform Gift to Minors Act of the individual states. For
either type of ownership, the minor is the actual owner of the shares with the
adult custodian being responsible for the investment until the child reaches
legal age. On the first line, print the first name, middle initial, and last
name of the custodian, with the abbreviation "CUST" and "Unif Xxxx Min Act" or
"Unif Gift Min Act" after the name. Print the first name, middle initial, and
last name of the minor on the second "NAME" line. Standard U.S. Postal Service
state abbreviations should be used to describe the appropriate state. For
example, shares held by Xxxx Xxx as custodian for Xxxxx Xxx under the Ohio
Transfer to Minors Act will be abbreviated Xxxx Xxx, CUST Xxxxx Xxx Unif Xxxx
Min Act. OH. Do not forget to use the minor's social security number. Only one
custodian and one minor may be designated.
CORPORATION/PARTNERSHIP - Corporations/Partnerships may purchase shares. Please
provide the Corporation's/Partnership's legal name and its tax identification
number.
FIDUCIARY/TRUST - Generally, fiduciary relationships (such as trusts, estates,
guardianships, etc.) are established under a form of trust agreement or pursuant
to a court order. Without a legal document establishing a fiduciary
relationship, your shares may not be registered in a fiduciary capacity. On the
first "NAME" line, print the first name, middle initial, and last name of the
fiduciary if the fiduciary is an individual. If the fiduciary is a corporation,
list the corporate title on the first "NAME" line. Following the name, print the
fiduciary "title" such as trustee, executor, personal representative, etc. On
the second "NAME" line, print either the name of the maker, donor, or testator
OR the name of the beneficiary. Following the name, indicate the type of legal
document establishing the fiduciary relationship (agreement, court order, etc.).
In the blank after "Under Agreement Dated," fill in the date of the document
governing the relationship. The date of the document need not be provided for a
trust created by a will. An example of fiduciary ownership of stock in the case
of a trust is: "Xxxx X. Xxxxx, Trustee for Xxxxxx X. Xxxxx Trust Under Agreement
Dated June 9, 1998."
