EXHIBIT 99.2
SUBSCRIPTION AGREEMENT
November ___, 1999
THIS SUBSCRIPTION AGREEMENT (the "Agreement") has been executed by the
undersigned investor (the "Investor") in connection with the sale to the
Investor in a private placement pursuant to Section 4(2) of the Securities Act
of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D
thereunder of the Series A Convertible Preferred Stock (the "Shares" or
"Preferred Stock") of Belmont Bancorp, an Ohio corporation (the "Company"). The
parties hereto each hereby represents, warrants and agrees as follows:
1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE. The Investor hereby subscribes for
$_____________ of Series A Preferred Stock (_____________ shares at $100 per
share) and agrees to pay the subscription price by wire transfer or delivery of
a check to the account of the Company in accordance with its instructions.
2. THE INVESTOR'S REPRESENTATIONS AND AGREEMENTS.
(a) The Investor understands and agrees that none of the Securities have
been registered under the Securities Act, or any other applicable securities law
(and that the Company has no obligation or intention to so register the Shares),
and, accordingly, that they may not be offered, sold, transferred, pledged,
hypothecated or otherwise disposed of unless registered pursuant to, or in a
transaction exempt from registration under, the Securities Act and any other
applicable securities law.
(b) The Investor represents and warrants that the Investor is acquiring the
Securities for the Investor's own account for investment purposes and not with a
view to, or for offer or sale in connection with, any distribution thereof. The
Investor acknowledges that each certificate evidencing the Shares shall bear a
legend substantially in the following form:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR
QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION, UNLESS THE HOLDER HEREOF PROVIDES THE COMPANY WITH AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED SALE OR
TRANSFER IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS."
(c) The Investor understands that no market for the Securities has or will
be developed and that the Investor may be unable to dispose of the Securities if
it desires to do so.
(d) The Investor understands that the Company believes that the Investor is
an "accredited investor" within the meaning of Rule 501(a) of Regulation D by
reason of the Investor's
position as a director of the Company. The Investor further represents that the
Investor has such knowledge and experience in financial and business matters
and, in particular, those of the affairs of the Company, that it is capable of
evaluating the merits and risks of an investment in the Securities. The Investor
has had a reasonable opportunity to ask questions of and receive answers from
senior management of the Company concerning the Company and the offering of the
Securities.
(c) The Investor understands that the investment in the Company involves a
high degree of risk and no assurances have been made regarding financial
performance of the Company. The Investor represents that the Investor is able to
bear the economic risk of an investment in the Company.
(d) The Investor acknowledges that the Company and others will rely upon
the truth and accuracy of the foregoing acknowledgments, representations and
agreements and further agrees that if, prior to the closing, any of such
acknowledgments, representations and agreements made by the Investor are no
longer accurate, the Investor will promptly notify the Company.
(e) The Investor has received all information necessary to make an informed
business decision with respect to an investment in the Securities, including but
not limited to having been given the opportunity to (i) review the Registration
Statement on Form S-2 with respect to the Company's proposed sale of Common
Stock and the copy of the Designations of Rights and Preferences of the Series A
Preferred Stock attached hereto as Exhibit A, and (ii) ask questions of and
receive answers from senior management of the Company concerning its investment
in the Company, including the terms of the Designations of Rights and
Preferences, and all such questions have been answered to the full satisfaction
of the Investor.
(f) The Investor represents that the Investor has full authority to enter
into this Agreement.
3. THE COMPANY'S REPRESENTATIONS AND AGREEMENTS. The Company represents,
warrants and agrees as follows:
(i) the Shares, when issued and delivered, will be duly and validly
authorized, fully-paid and nonassessable and will not subject the
holders thereof to personal liability by reason of being such holders;
(ii) this Agreement has been duly authorized, validly executed and
delivered on behalf of the Company;
(iii) the execution and delivery of this Agreement and the consummation of
the issuance of the Securities and the transactions contemplated by
this Agreement do not and will not conflict with or result in a breach
by the Company of any of the terms or provisions of, or constitute a
default under, the certificate of incorporation or bylaws of the
Company, or any other material agreement or instrument to which the
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Company is a party or by which it or any of its properties or assets
are bound, or any existing applicable decree, judgment or order of any
court, federal or state regulatory body, administrative agency or
other governmental body having jurisdiction over the Company or any of
its properties or assets;
(iv) no authorization, approval or consent of or filing with any federal,
state or local governmental body of the United States is legally
required for the issuance and sale of the Securities as contemplated
by this Agreement; and
(vi) the Company will issue one or more certificates representing the
Shares in the name of the Investor in such denominations to be
specified by the Investor prior to closing. The Shares will bear the
restrictive legend specified in this Agreement.
4. GOVERNING LAW; INTERPRETATION. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Ohio without giving
effect to rules governing the conflict of laws.
IN WITNESS WHEREOF, this Agreement was duly executed on the date first
written above.
Investor:
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Name:
Belmont Bancorp
By:
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Name:
Title:
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