SUBSCRIPTION AGREEMENT
Exhibit 4.1
[Stockholder Name and Address] |
Stockholder Number: |
|
|
Number of Shares: |
|
Ladies and Gentlemen:
The undersigned, having received and read your offering circular dated [·], 2017 (the “Offering Circular”), understand that as stockholders of Solera National Bancorp, Inc. (the “Company”) owning at least two shares of the Company’s common stock as of [·], 2017, they are being given subscription rights entitling them to subscribe for up to the number of shares of the Company’s common stock shown above, at a subscription price of $7.25 per share. The subscription rights are not transferable. The undersigned further understand that they are also being given an over-subscription privilege allowing them to subscribe for additional shares also at a subscription price of $7.25 per share, subject to acceptance or rejection in our sole discretion. Unlike the subscription rights, the over-subscription privilege does not entitle you to purchase any specific number of shares. The Company reserves the right to allocate shares and to accept such subscriptions in its sole discretion, and to reject any such subscription, in whole or in part. For more information concerning the subscription rights and the over-subscription privilege, please refer to the Offering Circular.
Upon the terms and subject to the conditions specified in the Offering Circular, the undersigned hereby subscribe(s) for the following shares of the Company’s common stock. The undersigned represents and warrants that they are authorized and qualified to purchase the shares of the Company common stock and the subscriber has been duly authorized to do so.
|
|
Number |
|
Per Share |
|
Payment |
| ||
|
|
|
|
|
|
|
| ||
Shares owned as of [·], 2017: |
|
|
|
n/a |
|
n/a |
| ||
Subscription Rights Entitlement:* |
|
|
|
|
|
|
| ||
Shares I Wish to Purchase: |
|
|
|
|
|
|
| ||
Subscription Rights |
|
|
x |
$ |
7.25 |
= |
$ |
|
|
Over-subscription Privilege** |
|
|
x |
$ |
7.25 |
= |
$ |
|
|
Total Subscription:** |
|
|
x |
$ |
7.25 |
= |
$ |
|
|
* One share for every two shares of common stock owned, rounded down to nearest whole share.
** Over-subscription privilege is subject to acceptance or rejection in the Company’s sole discretion.
Please sign and date this Agreement below prior to delivering it to the Company together with your completed W-9 form. Please be sure to make a copy of your completed Agreement for your records before you send it in. If you are unable to make a copy for any reason, please let us know by checking the box below and we will mail you a copy of your Agreement with an acknowledgement of receipt.
IMPORTANT: In order to exercise your subscription rights, in whole or in part, this Agreement, signed and accompanied by payment in full for the shares subscribed for thereby, must be received by Solera National Bancorp, Inc., 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, Attention: Xxxxxxx X. Xxxxxx, by 5:00 p.m., Mountain Time, on December 31, 2017 , unless extended. Make full payment of the entire purchase price for the shares subscribed for in U.S. currency by ACH, wire transfer, or check as detailed below:
· |
Check payable to “Solera National Bancorp, Inc. Stock Offering Account.” | |
|
|
|
· |
Wire Transfer Instructions: |
|
|
Bankers Bank of the West |
|
|
ABA# 000000000 |
|
|
0000 00xx Xx., Xxxxx 0000 |
|
|
Xxxxxx, XX 00000 |
|
|
For Credit To: Solera National Bank, Account No. 0000000, Attention: [INSERT YOUR NAME HERE] Stock Purchase | |
|
|
|
· |
ACH Instructions: |
|
|
Bank Name: Solera National Bank |
|
|
Routing No.: 000000000 |
|
|
Account Name: [INSERT YOUR NAME HERE] Stock Purchase | |
|
Account No.: 0000000 |
|
Please remember that in order for us to accept payments by the expiration date, the funds for such payments must have cleared by that date.
Date: |
|
|
Date: |
|
|
|
| ||
Signature (Subscriber) |
|
Signature (Subscriber) | ||
|
|
| ||
Please print title or capacity |
|
Please print title or capacity | ||
(if other than individual stockholder) |
|
(if other than individual stockholder) | ||
|
|
| ||
Telephone
|
|
Telephone | ||
E-mail address |
|
E-mail address |
Unless indicated otherwise below, shares will be registered in the same manner as set forth at the top of this Agreement. If you wish shares to be registered differently, please complete the following:
Name in Which Shares are to be Registered |
|
Number of Shares |
|
|
|
(Please Print) |
|
|
|
|
|
(Please Print) |
|
|
If shares being subscribed for are to be delivered to an address other than as shown at the top portion of this Agreement, please complete the following:
|
|
| |
Mailing Address |
|
| |
|
|
| |
City |
State |
|
Zip Code |
o Please send me a copy of my Agreement and acknowledgement of receipt o by regular mail or o by e-mail to the following address: .