EXHIBIT 2
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is made and entered into as of the 25th day
of March, 2003, by and among InvestorsBancorp, Inc., a Wisconsin corporation
(the "CORPORATION"), Xxx Xxxxx, not individually but as trustee of the Xxxxx X.
Xxxxxxxx Irrevocable Trust, dated December 31, 1996 (the "EAS TRUST"), and Xxx
Xxxxx, not individually but as trustee of the Xxxxx X. Xxxxxxxx Irrevocable
Trust, dated December 31, 1996 (the "SES TRUST" and collectively with the EAS
Trust, the "SUBSCRIBERS").
WITNESSETH:
WHEREAS, the Corporation is authorized to issue 9,000,000 shares of
common stock, $0.01 par value per share (the "COMMON STOCK");
WHEREAS, the Subscribers desire to subscribe for a total of 70,422
shares of Common Stock, in the amount and in accordance with the terms and
subject to the conditions hereinafter set forth; and
WHEREAS, the Corporation desires to accept the subscription of the
Subscribers in the amount and in accordance with the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants hereinafter contained, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. SUBSCRIPTION FOR SHARES; PURCHASE PRICE. Each Subscriber hereby
subscribes for 35,211 shares of Common Stock (the "SHARES") at a purchase price
of $14.20 per Share (the "PURCHASE PRICE") for an aggregate amount of
$499,996.20 from each Subscriber; provided, however, that the Purchase Price and
number of Shares subscribed for may be adjusted as provided herein.
2. PAYMENT FOR SHARES. Simultaneously with the execution of this
Subscription Agreement, the Subscribers shall pay to the Corporation the
Purchase Price for the Shares.
3. ISSUANCE OF SHARES. As soon as is practicable after the execution
hereof and after the payment by the Subscribers of the Purchase Price as
provided in Section 2 above, the Corporation shall issue to the Subscribers all
those Shares that the Subscribers have subscribed to in Section 1 above, the
Corporation shall thereupon execute and deliver certificates evidencing such
Shares to the Subscribers, and all such Shares shall thereupon be deemed to be
fully paid and nonassessable, except with respect to wage claims of employees as
provided in Section 180.0622(2)(b) of the Wisconsin Statutes.
4. ADJUSTMENT. In the event that the Corporation consummates a cash-out
going private merger after the date hereof and the price per share of Common
Stock paid in such merger is greater than the Purchase Price, the Purchase Price
shall automatically adjust to the price per share of Common Stock paid in the
merger and the number of Shares subscribed for by
each Subscriber shall automatically adjust to a number equal to the quotient of
(a) $500,000, divided by (b) the Purchase Price, as so adjusted, and then
rounded to the nearest whole number of shares of Common Stock. In the event the
number of Shares is adjusted as provided herein, the Subscribers shall
immediately remit to the Corporation any additional amounts required to pay the
Purchase Price for the Shares, as adjusted, and the Subscribers shall surrender
the certificates representing the Shares to the Corporation in exchange for new
certificates representing the Shares, as adjusted.
5. INVESTMENT REPRESENTATIONS. Each Subscriber represents and warrants
to the Corporation that it has subscribed for the Shares pursuant to this
Subscription Agreement for investment purposes only, for its own account, and
with no view towards resale or further distribution thereof, in whole or in
part, and understands and acknowledges that such Shares are not likely to be
readily marketable and that such Shares have not been, nor are they intended to
be, registered pursuant to any state or federal law pertaining in any way to the
distribution or sale of securities.
6. COMPLIANCE WITH SECURITIES LAWS. The Subscribers shall not sell or
offer for sale any Shares unless they are covered by an effective registration
statement under the Securities Act of 1933, as amended, and under any applicable
federal or state securities laws, or unless an exemption from such registration
is applicable thereto.
7. GOVERNING LAW. This Subscription Agreement and its validity,
construction and performance shall be governed in all respects by the laws of
the State of Wisconsin.
8. COUNTERPARTS. This Subscription Agreement may be executed in any
number of counterparts, each of which when executed and delivered shall be
deemed an original, but all such counterparts shall constitute one and the same
instrument.
* * * * *
2
IN WITNESS WHEREOF, the parties hereto have executed this Subscription
Agreement as of the day and year first above written.
INVESTORSBANCORP, INC., a Wisconsin
corporation
/s/ XXXXXX X. XXXXXXXX
--------------------------------------------
By: Xxxxxx X. Xxxxxxxx
Its: Chief Executive Officer
SUBSCRIBERS:
/s/ XXX XXXXX
--------------------------------------------
Xxx Xxxxx, not individually but as trustee
of the Xxxxx X. Xxxxxxxx Irrevocable Trust,
dated December 31, 1996
/s/ XXX XXXXX
--------------------------------------------
Xxx Xxxxx, not individually but as trustee
of the Xxxxx X. Xxxxxxxx Irrevocable Trust,
dated December 31, 1996
