COMMON SECURITIES SUBSCRIPTION AGREEMENT
COMMON SECURITIES SUBSCRIPTION AGREEMENT
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of December 22, 2004 (this "Agreement"), between NBN Capital Trust IV, a statutory trust created under the laws of the State of Delaware (the "Trust"), and Northeast Bancorp, a bank holding company incorporated in the State of Maine (the "Buyer"), relating to the Trust's common securities (liquidation amount of $1,000 per security) representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Capital Securities Subscription Agreement (as defined below).
WHEREAS, the Trust and Greenwich Capital Financial Products, Inc. have entered into a Capital Securities Subscription Agreement, dated December 17, 2004 (the "Capital Securities Subscription Agreement"), in connection with the issuance and sale of capital securities (liquidation amount of $1,000 per security) (the "Capital Securities") by the Trust; and
WHEREAS, the Buyer, as sponsor of the Trust, desires to purchase from the Trust, and the Trust desires to sell to the Buyer, all of the Common Securities.
NOW, THEREFORE, in consideration of the foregoing premises and the conditions and agreements hereinafter set forth, the parties hereto agree as follows:
1. The Buyer hereby subscribes for and offers to purchase from the Trust, and the Trust hereby accepts such offer and agrees to issue and sell to the Buyer, contemporaneously on December 22, 2004, 310 Common Securities with an aggregate liquidation amount with respect to the assets of the Trust of THREE HUNDRED TEN THOUSAND Dollars ($310,000) in consideration of the payment on or before the date hereof of THREE HUNDRED TEN THOUSAND Dollars ($310,000) in immediately available funds.
2. The Trust represents and warrants that, upon execution and delivery of the Common Securities to the Buyer, the Common Securities will be duly authorized, validly issued, fully paid and nonassessable and entitled to the benefits and subject to the terms of the Amended and Restated Declaration of Trust, dated as of December 22, 2004, among the Buyer, as sponsor, Wilmington Trust Company, as Institutional Trustee, Wilmington Trust Company, as Delaware Trustee, and Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, as Administrators, and the holders from time to time of undivided beneficial interests in the Trust.
3. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of law principles of said State other than Section 5-1401 of the New York General Obligations Law.
4. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Common Securities Subscription Agreement to be duly executed as of the date first written above.
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NBN Capital Trust IV |
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By: ______________________________ |
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By: ______________________________ |
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By: ______________________________ |
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Northeast Bancorp |
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By: _____________________________ |
