FIRST WASHINGTON FINANCIALCORP
SUBSCRIPTION AGREEMENT
The undersigned (singularly, or if applicable, collectively, the
"Purchaser") hereby subscribes for the number of shares of common stock, no par
value, of First Washington FinancialCorp (the "Company"), as set forth above the
signature of the Purchaser to this Subscription Agreement (the "Agreement") and
hereby agrees as follows:
1. Sale and Purchase of Shares. The Company agrees to issue to the
Purchaser and the Purchaser agrees to purchase from the Company, the number of
shares of common stock, no par value, of the Company for which subscription has
been accepted by the Company (the "Shares") as indicated above the Company's
signature on the last page of this Agreement at a purchase price of $_________
per Share (the "Purchase Price"). The Purchaser acknowledges that prior to the
execution hereof, the Purchaser has received and reviewed the Offering
Prospectus of the Company dated ____________, 2001 (the "Prospectus").
2. Payment by Purchaser. The Purchaser shall make payment by delivering
to the Company the Purchase Price in the form of cash, cashier's or certified
check, or money order payable to the order of First Washington FinancialCorp,
which funds shall be deposited in a non-interest bearing First Washington State
Bank account pending acceptance of the subscriptions. Tender of payment for the
Shares, along with an executed Subscription Agreement, must be received by the
Company by __________, 2001, as provided in the Prospectus, unless such date is
extended by the Company as provided in the Prospectus.
3. Closing. The closing of the sale and purchase of the Shares
described in Section 2 hereof shall occur at the offices of the Company at any
time upon the Company's acceptance of this subsciription for Shares.
4. Representations and Warranties by the Purchaser. The Purchaser
represents, warrants and covenants to the Company and its officers, directors,
agents and other affiliates that:
(a) Information True and Correct. All the information that the
Purchaser has furnished to the Company or which is set forth in this Agreement,
is correct and complete as of the date of this Agreement and, if there should be
any material change in such information prior to the Closing, the Purchaser will
immediately furnish the revised and corrected information to the Company.
(b) Knowledge and Experience. The Purchaser has such knowledge and
experience in financial and business matters or is represented by an independent
investment representative that has such knowledge and experience in financial
and business matters so that the Purchaser, either alone or with his independent
investment representative, is capable of evaluating the information provided to
the Purchaser by the Company or information to which the Purchaser has been
given access by the Company and is capable of evaluating the merits and risks of
an investment in the Shares.
(c) Access to Information. By reason of the Purchaser's business or
financial experience, or the business or financial experience of his independent
investment representative who is not an officer, director or employee of the
Company nor is acting on behalf of the Company, either directly or indirectly,
the Purchaser has the capacity and has taken all steps necessary to protect his
own interests in connection with an investment in the Shares. The Purchaser has
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had access to sufficient information concerning the Company to enable the
Purchaser to make an informed decision concerning the purchase of the Shares.
The Purchaser has received and carefully read the Prospectus.
(d) Reliance on Prospectus. The Purchaser acknowledges and
represents that he has made the decision to invest in the Shares solely on the
basis of information set forth in the Prospectus and that no officer, director,
agent or other person affiliated with the Company has given any information or
made any representation, oral or written, other than as provided in the
Prospectus or through the written information obtained pursuant to Section 2
hereof, on which the Purchaser has relied in deciding to invest in the Shares
including, without limitation, any information or representations with respect
to the future operations of the Company or to the economic returns which may
accrue to the Purchaser as a result of the purchase of the Shares.
5. Notices. All notices, requests, consents, and other communications
hereunder shall be in writing and shall be delivered, telecommunicated or mailed
first-class prepaid, registered or certified mail:
(a) If to the undersigned, addressed at the address set forth below
or at this or its address as shown on the stock transfer books of the Company or
his or its agent or to such other address as may from time to time be furnished
to the Company in writing by any such holder.
(b) If to the Company to Xxxx Xxxxxxxx, Assistant Corporate
Secretary, First Washington FinancialCorp, XX Xxxxx 000 & Xxxx Xxxxxx, Xxxxxxx,
Xxx Xxxxxx 00000.
Each such notice shall be deemed delivered and received (a) on the date
delivered if by personal delivery, (b) on the date telecommunicated if by
telegraph, (c) on the date of transmission with confirmed answer back if by
telex or telefax, and (d) on the date upon which the return receipt is signed or
delivery is refused or the notice is designated by the postal authorities as not
deliverable, as the case may be, if mailed.
6. Indemnification Representations of the Purchaser. As a material
inducement to the Company in permitting the Purchaser to purchase any of the
Shares offered hereby, the Purchaser represents and warrants that none of the
representations or warranties made by the Purchaser herein (the "Purchaser
Statements") contain any false or misleading statement. The Purchaser shall
indemnify the Company to the extent the Company incurs or suffers any damage,
expense (including, without limitation, attorneys fees and expenses, even if
incident to appeals), loss, claim, judgement or liability resulting from the
Company's reliance upon any Purchaser Statement made by the Purchaser, to the
maximum extent of the purchase price hereunder. In the event the Purchaser
refuses or fails to indemnify the Company under this Section, the Company may
withhold from any distribution or dividends to which the Purchaser would
otherwise be entitled, an amount sufficient to satisfy such indemnity obligation
as a set off, without limiting the right of the Company to proceed in any other
legal, equitable or contractual remedy directly against the Purchaser for the
indemnity obligation.
7. Miscellaneous Provisions. This Agreement shall: (a) be binding upon
the Purchaser and the heirs, administrator, personal representative, other legal
representatives, and successors of the Purchaser; (b) be governed, construed and
enforced in accordance with the substantive law of the State of Delaware,
without regard to any choice of law provision thereunder; (c) if the Purchaser
consists of more than one person, be the joint and several obligation of all
persons; and (d) to the extent any covenant, agreement or representation made
pursuant hereto or any provision or term incurred herein is contrary to or
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prohibited by or deemed invalid under applicable law or regulation, such
provisions shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given full force and effect so far as possible.
IN WITNESS WHEREOF, the Purchaser has executed this Agreement as of the
_____ day of __________________, 2001.
Number of Shares Subscribed for:____________
Aggregate Payment at $_______ per Share: $___________
Exact Name to Appear on Share Certificate ___________________
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(Signature of Purchaser)
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(Address of Purchaser) (Typed or Printed Name)
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(Signature of Purchaser)
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(Address of Purchaser) (Typed or Printed Name)
This Subscription Agreement is hereby
accepted as to ________ Shares by
First Washington FinancialCorp
this _____ day of ______________, 2001.
FIRST WASHINGTON FINANCIALCORP.
By:_____________________________
XXXXXXX X. XXXXXX
Chairman of the Board
