Exhibit 99.1
Humboldt Bancorp
Stock Order Form/Subscription Agreement
Ladies and Gentlemen:
You have informed me that Humboldt Bancorp, a California corporation (the
"Company"), is offering up to __________ shares of its Common Stock, par value
$_____ per share (the "Common Stock), at a price of $______ per share payable as
provided herein and as described in the offering pursuant to the Prospectus
furnished with this Subscription Agreement (the "Prospectus").
1. SUBSCRIPTION. Subject to the terms and conditions hereof, the
undersigned hereby tenders this subscription, together with payment to "Humboldt
Bancorp," the amount indicated below (the "Funds"), representing the payment of
$_____ per share for the number of shares of Common Stock indicated below. The
total subscription price must be paid at the time the Subscription Agreement is
executed.
2. ACCEPTANCE OF SUBSCRIPTION. The Company shall have the right to accept
or reject this subscription in whole or in part, for any reason whatsoever. The
Company may reduce the number of shares for which the undersigned has
subscribed, indicating acceptance of less than all of the shares subscribed on
its written form of acceptance.
3. ACKNOWLEDGMENTS. The undersigned hereby acknowledges that he or she has
received a copy of the Prospectus. This Subscription Agreement creates a legally
binding obligation and the undersigned agrees to be bound by the terms of this
Agreement.
4. REVOCATION. The undersigned agrees that once this Subscription Agreement
is tendered to the Company, it may not be withdrawn and that this Agreement
shall survive the death or disability of the undersigned.
By executing this agreement, the subscriber is not waiving any rights he or
she may have under federal securities laws, including the Securities Act of 1933
and the Securities Exchange Act of 1934.
The share of common stock offered hereby are not savings accounts or
savings deposits accounts and are not insured by the federal deposit insurance
corporation or any other governmental agency.
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Please indicate in the space provided below the exact name or names and
address in which the stock certificate representing shares subscribed for
hereunder should registered.
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Number of Shares Subscribed Name or Names of Subscribers (Please Print)
For (minimum ____ shares)
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Total Subscription Price at $__ per Please indicate form of ownership desired
share (funds must be enclosed) (individual, joint tenants with right of
survivorship, tenants in common, trust
corporation, partnership, custodian, etc.)
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Date: Signature of Subscriber(s)*
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Social Security Number or Federal Signature of Subscriber(s)*
Taxpayer Identification Number
Street (Residence) Address:
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City, State and Zip Code
*When signing as attorney, trustee, administrator, or guardian, please give
your full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. In the case of joint tenants or tenants
in common, each owner must sign.
3
TO BE COMPLETED BY THE COMPANY:
Accepted as of _________, 1999, as to _________ shares.
HUMBOLDT BANCORP
By:______________________________________________
Title: _________________________________________
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FEDERAL INCOME TAX BACKUP WITHHOLDING
In order to prevent the application of federal income tax backup
withholding, each subscriber must provide the Escrow Agent with a correct
Taxpayer Identification Number ("TIN"). An individual's social security number
is his or her TIN. The TIN should be provided in the space provided in the
Substitute Form W-9, which is set forth below.
Under federal income tax law, any person who is required to furnish his or
her correct TIN to another person, and who fails to comply with such
requirements, may be subject to a $50 penalty imposed by the IRS.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of taxes, a refund may
be obtained from the IRS. Certain taxpayers, including all corporations, are not
subject to these backup withholding and reporting requirements.
If the shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future, "Applied For" should be written
in the space provided for the TIN on the Substitute Form W-9.
SUBSTITUTE FORM W-9
Under penalties of perjury, I certify that: (i) The number shown on this
form is my correct Taxpayer Identification Number (or I am waiting for a
Taxpayer Identification Number to be issued to me), and (ii) I am not subject to
backup withholding because: (a) I am exempt from backup withholding; or (b) I
have not been notified by the Internal Revenue Service ("IRS") that I am subject
to backup withholding as a result of a failure to report all interest or
dividends; or (c) the IRS has notified me that I am no longer subject to backup
withholding.
You must cross out item (ii) above if you have been notified by the IRS
that you are subject to backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you received another notification from
the IRS that you are not longer subject to backup withholding, do not cross out
item (ii).
Each subscriber should complete this section.
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Signature of Subscriber Signature of Subscriber
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Printed Name Printed Name
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Social Security or Social Security or
Employer Identification No. Employer Identification No.
