EXHBIT 6.3
SUBSCRIPTION AGREEMENT
Northern Star Financial, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Gentlemen:
For good and valuable consideration, the receipt and sufficiency which the
Subscriber and Company acknowledge, the undersigned hereby agrees to purchase
that number of shares of Common Stock, $1.00 par value (the "Shares"), of
Northern Star Financial, Inc., a Minnesota corporation (the "Company"), at a
price of $10.00 per share, as are set forth on the signature page of this
Subscription Agreement. I understand and agree that upon satisfaction of all
the conditions specified in Section 3, (i) I am legally bound to purchase the
Shares, and (ii) the total subscription amount will be due and payable to the
Company. By execution of this Subscription Agreement, the undersigned
acknowledges that the Company is relying upon the accuracy and completeness of
the representations contained herein in complying with its obligations under
applicable securities laws.
1. SUBSCRIBER'S REPRESENTATIONS. The undersigned acknowledges and
represents as follows:
(a) That the undersigned has received, reviewed and is familiar with
the Private Placement Memorandum dated December 1, 1997 (the "Memorandum").
(b) That the undersigned is familiar with the risks of the proposed
business of the Company and has had the opportunity to meet with the officers of
the Company and discuss the Memorandum, and has been given access to any other
information regarding the Company that he or she desires or that may be
necessary to verify the accuracy of information provided in the Memorandum.
(c) That the undersigned understands that a purchase of the Shares
involves a high degree of risk, but that the undersigned is in a financial
position to hold the Shares for an indefinite period of time and is able to bear
the economic risk and withstand a complete loss of the undersigned's investment
in the Shares;
(d) That the undersigned has obtained, to the extent the undersigned
deems necessary, the undersigned's own personal professional advice with respect
to the risks inherent in the investment in the Shares, and the suitability of an
investment in the Shares in light of the undersigned's financial condition and
investment needs.
(e) That the undersigned believes that the investment in the Shares is
suitable for the undersigned based upon the undersigned's investment objectives
and financial needs, and
the undersigned has adequate means for providing for the undersigned's current
financial needs and personal contingencies and has no need for liquidity of
investment with respect to the Shares.
(f) That the undersigned has such knowledge and experience in financial
and business matters that the undersigned is capable of evaluating the merits
and risks of the prospective investment in the Shares and has the net worth to
undertake such risks;
(g) That the undersigned acknowledges that the projections attached to
the Memorandum are a reflection of the Company's objectives and cannot form the
basis for an investment in the Common Stock without a thorough review of the
Memorandum and that such projections, although based on what the Company
believes are reasonable assumptions, are merely estimates by the Company and
that the Company's operating results will vary from such projections and such
variations will likely be material; and
(h) That the undersigned realizes that (i) the purchase of the Shares
is a long-term investment; (ii) the Shares have not been registered under the
Securities Act of 1993, as amended (the "Act"), or under the securities laws of
any state; and (iii) the shares, when issued, will be restricted securities, and
may not be transferred unless sold pursuant to an effective registration
statement covering the Shares or an exemption from registration is available.
2. SUBSCRIBER'S RESIDENCY. The undersigned represents and warrants that
the undersigned is a bona fide resident of, is domiciled in and received the
offer and made the decision to invest in the Shares in the state set forth on
the signature page below under "Addresses" and that the Shares are being
purchased by the undersigned in the undersigned's name solely for the
undersigned's own beneficial interest and not as nominee for, or on behalf of,
or for the beneficial interest of, or with the intention to transfer to, any
other person, trust or organization.
3. CONDITIONS TO PERFORMANCE. The full subscription amount is due and
payable upon (i) receipt by the Company and its wholly-owned subsidiary,
Northern Star Bank (the "Bank") of all government approvals, including approvals
from the Minnesota Department of Commerce, FDIC and Board of Governors of the
Federal Reserve System, necessary for the Company to be a bank holding company
and the Bank to commence its banking operation. The consummation of the
purchase and sale of the Shares (the "Closing") shall occur on, but in no event
prior to, the date the Company and Bank receive all necessary government
approvals.
4. EXPIRATION DATE. Subscriptions will be received until 5:00 p.m.
Minnesota time, on June 30, 1998. The Company reserves the right to terminate
the offering earlier or extend the offering period without notice to
subscribers.
2
SIGNATURES
(A) The Number of Shares of Common Stock of Northern Star Financial, Inc., that
I wish to Subscribe for:
________________________ _________________________________________
Number of Shares Total Price (410.00 x Number of Shares)
(B) Manner in which title to the Shares is to be held:
[ ] Individual [ ] Tenants in Common
[ ] Joint Tenant with right of [ ] Corporation
[ ] Survivorship
[ ] Partnership [ ] Trust
[ ] Other (Please describe) ________ [ ] XXX or Xxxxx (undersigned
________________________________ [ ] has investment power)
(C) Name in which title is to be held (Please Print - the certificate will be
issued in this name):
__________________________________________________________________________
(D) Address of Subscriber's Domicile and Bona Fide Residence:
__________________________________________________________________________
Street
__________________________________________________________________________
City, State and Zip Code
(E) Social Security or Tax ID Number (Both if Grantor trust or partnership:
__________________________________________________________________________
(F) Signatures:
(i) Individual Signatures (If you are purchasing as joint tenants or
tenants in common, both parties must sign):
X __________________________ X_______________________________
(ii) Corporate, Partnership and other Entities (Print Name of Equity and
form if unclear):
________________________________
(Name of entity)
By:_____________________________
Its:__________________________
Dated:______________, 1998
This Subscription Agreement is accepted as of_______, 1998
Northern Star Financial, Inc.
By:________________________
Its: President
