FORM OF STOCK SUBSCRIPTION AGREEMENT UNION NATIONAL FINANCIAL CORPORATION
Exhibit
10.1
FORM
OF
UNION
NATIONAL FINANCIAL CORPORATION
|
5,000
Shares
5%
Non-Cumulative Non-Voting Convertible Perpetual Preferred Stock, Series
A
par
value $0.25 per share
$1,000
per share
|
|
Submit
Subscription Agreement to:
|
Union
National Financial Corporation
|
|
Attn:
Xxxx X. Xxxxxx, Chairman, President, and CEO
000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
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Ladies/Gentlemen:
(I/We) (hereinafter referred
to as the “Undersigned”) subscribe and agree to purchase the following number of
shares of capital stock of Union National Financial Corporation (the “Company”)
as follows:
|
Type
of Stock
(the
“Shares”)
|
Number
of Shares
|
Price
per Share
|
Total
Purchase Price*
|
|||
|
5%
Non-Cumulative Non-Voting Convertible Perpetual Preferred Stock, Series
A**
|
__________
|
X
|
$1,000
|
$
__________
|
|
*
|
The
minimum purchase of Convertible Preferred Stock is
$25,000.
|
|
**
|
The
maximum purchase of Convertible Preferred Stock by any single purchaser or
multiple purchasers undercontrol of the same person is
$1,000,000.
|
Enclosed
is the Undersigned’s check, bank draft or money order made payable in United
States currency to the order of “Union National Financial
Corporation” or an authorization for withdrawal of collected funds on
deposit at Union National Community Bank in the amount of the Total Purchase
Price. The Shares should be issued in the name(s) and sent to the address
appearing at the end of this subscription agreement.
The
Subscription Agreement shall be accepted and become an agreement binding on the
Company, only if and when executed in the name and on behalf of the Company and
when notice of execution and acceptance (which may be a copy or similar
counterpart hereof) is mailed to the Undersigned. The Subscription
Agreement is binding after acceptance by the Company upon the heirs, estate,
legal representatives, assigns and successors of the Undersigned and shall
survive the death, disability, or dissolution of the Undersigned.
Subscription
Agreement is Irrevocable
Once
submitted to the Company, you will have no ability to revoke, cancel, terminate,
alter or otherwise change the Subscription Agreement, except that you will have
no obligation to pay the Company if your Subscription Agreement is rejected, in
whole or in part, by the Company.
Non-Transferability
Neither
this Subscription Agreement nor any interest therein may be transferred or
assigned to any person.
Sale
of Shares
The sale
of Shares for which you have subscribed shall not occur until the Company has
advised you in writing that it has accepted your Subscription Agreement and
received the purchase price in cleared funds. The Company reserves the right, in
its sole discretion and for any reason whatsoever, to reject any Subscription
Agreement in whole or in part.
Entire
Subscription Agreement and Governing Law
The
Subscription Agreement constitutes the entire agreement among the parties hereto
with respect to the purchase of the shares. The Subscription
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania
applicable to contracts made and wholly performed in that jurisdiction and
without giving effect to conflict of laws provisions. In the event
there is any conflict between the Memorandum and any supplements thereto and
this Subscription Agreement, the terms set forth in the Memorandum and any
supplements thereto shall be controlling.
Representations
and Warranties
In
consideration for the Company accepting my Subscription Agreement, I make the
following representations and warranties to the officers, directors and control
persons of the Company. The representations, warranties and other
information that I have provided to the Company are true and accurate as of the
date hereof. If any of the representations, warranties or information
becomes inaccurate at any time prior to acceptance by the Company of the
Subscription Agreement, I promptly will give written notice to the Company at
its principal place of business explaining which representations, warranties or
information have become inaccurate and the reasons therefor.
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1.
|
I
received and read a copy of the Private Placement Memorandum dated
September 16, 2009 and any supplement thereto, including all exhibits
attached thereto and documents incorporated by reference
therein.
|
|
2.
|
I
have completed the attached Investment Questionnaire and represent to the
officers and directors and control persons of the Company that I am an
Accredited Investor as that term is defined in Rule 501(a) of U.S.
Securities & Exchange Commission (“SEC”) Regulation D or have such
knowledge and experience in financial and business matters that I am
capable of evaluating the merits and risks of the prospective investment
or my personal representative has such experience in financial and
business matters;
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3.
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I
agree, within 10 days of receipt of a written request, to provide the
Company with a current personal financial
statement.
|
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4.
|
I
have received from the Company all documents that I requested relating to
information described or referenced in the Memorandum and the Company has
provided answers to all of my questions concerning the offering of
Shares. In evaluating the suitability of an investment in the
Shares, I have not relied upon any representations or other information
(whether oral or written) except that set forth in the Memorandum or
clarified by any documents or answers to questions furnished to me by the
Company. In addition, I have had an opportunity to discuss my investment
in the Shares with representatives of the
Company.
|
|
5.
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I
am acquiring the Shares for my own account solely for investment purposes
and not with a view toward resale, offer for sale, or for sale in
connection with the distribution or transfer thereof. I am not
submitting this Subscription Agreement for purposes of subdivision or
fractionalization thereof. I have no contract nor do I
contemplate entering into a contract, undertaking, pledge, arrangement or
plan with any other person to sell, hypothecate, pledge, donate or
otherwise transfer to any such person any portion of the Subscription
Agreement or the Shares that may be issued by the Company in reliance upon
the representations and warranties contained in the Subscription
Agreement.
|
|
6.
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I
represent that, if the subscriber is a corporation, partnership, trust or
other entity, the entity was not formed for the specific purpose of
acquiring the Shares.
|
|
7.
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I
am over 18 years of age, am a resident of the United States and maintain
my principal residence at the address indicated
herein.
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8.
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I
have adequate financial resources and can meet all current and foreseeable
needs and can afford the entire loss of my investment in the
Shares. I have no present need for liquidity of this investment
or receipt of dividends or
distributions.
|
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9.
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I
agree not to sell or otherwise dispose of my Shares unless the Shares
either have been registered under the Securities Act of 1933, as amended
(the “1933 Act”) and applicable state securities laws, or, in the opinion
of counsel acceptable to the Company, an exemption from the registration
requirements of the 1933 Act and state securities laws is
available.
|
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10.
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I
agree that the following legend shall be placed on the certificate
evidencing ownership of the Shares to be issued to me, and I agree to
abide by the terms described
therein:
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“THESE
SECURITIES HAVE BEEN SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (“1933
ACT”), AND RULE 506 OF SEC REGULATION D AND ARE DEEMED TO BE
‘RESTRICTED SECURITIES’ AND SUBJECT TO THE HOLDING PROVISIONS OF SEC RULE
144. THESE SECURITIES CANNOT BE TRANSFERRED ABSENT A REGISTRATION
STATEMENT FOR THE SECURITIES HAVING BEEN DECLARED EFFECTIVE UNDER SECTION 5 OF
THE 1933 ACT OR RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL THAT AN EXEMPTION
FROM REGISTRATION IS AVAILABLE FOR THE TRANSFER.”
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11.
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If
this Agreement is executed on behalf of a corporation, partnership, trust
or other entity, I represent that I have been duly authorized to execute
this Subscription Agreement and all other instruments in connection with
the purchase of the Shares and my signature is binding upon such
corporation, partnership, trust or other entity. The Company
retains the right to request the production of an appropriate certificate
for said authorization.
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[Remainder
of Page Intentionally Left Blank]
Subscriber
Acknowledgements
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1.
|
I
acknowledge that the Shares have not been registered under the 1933 Act or
any state securities laws and the Offering has not been approved or
disapproved by the SEC or any state securities commission nor has the SEC
or any state securities commission passed on the merits, adequacy or
accuracy of this offering. I further acknowledge that neither
the SEC nor any state securities commission has made any finding or
determination as to the fairness of the
offering.
|
|
2.
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I
acknowledge that the Shares are not deposits of Union National Community
Bank and are not insured by the Federal Deposit Insurance Corporation or
any other government agency and are subject to investment risk, including
the possible loss of my entire
investment.
|
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3.
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I
acknowledge that the Shares are being offered in reliance upon an
exemption from registration under the 1933 Act and, as a result, are
subject to specific restrictions on resale and transfer imposed by federal
law.
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4.
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I
understand that purchase of the Shares involves risks as more particularly
described in the “Risk Factors” section of the Memorandum. At
the present time, I can afford the entire loss of my
investment.
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5.
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I
understand that the Memorandum or documents referenced in the Memorandum
contain forward-looking statements and information relating to the Company
based on the beliefs of, and certain assumptions made by, the Company’s
management. I recognize that future events are subject to
various risks and uncertainties relating to operations, results of
operations and growth of the Company. If one or more of these
risks materialize or should any or all of the underlying assumptions prove
to be incorrect, I understand that the actual results or outcomes may vary
materially from those described in the Memorandum as “anticipated,
believed, estimated, expected, or
intended.”
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UNION
NATIONAL FINANCIAL CORPORATION
5%
Non-Cumulative Non-Voting Convertible
Perpetual
Preferred Stock, Series A
Signature
Page
IN WITNESS WHEREOF
THIS __________________________ DAY
OF __________________________, 2009, the Undersigned subscribes to purchase
the shares identified in this Subscription Agreement for the Total Purchase
Price in the following manner (choose one):
| Individually | r | Corporation | r |
|
Tenants
by the entireties
(each
must sign)
|
r | Accepted and Executed by: | |
|
Joint
tenants with right
of survivorship
(each
must sign)
|
r | (Authorized Signature) | |
|
Tenants
in common
(each
must sign)
|
r | (Print Name and Title) | |
| In Partnership | r | (Address, City, State, Zip) | |
| As custodian, trustee or agent for: | r |
(EIN
Number)
|
|
| (Print Name) | |||
|
(SSN
or EIN)
|
Subscribed to
by:
| (Signature of Subscriber) | (Signature of Co-Subscriber) | ||
|
(Printed
Name of Subscriber)
|
(Printed Name of Co-Subscriber) |
| (SSN or EIN of Subscriber) | (SSN or EIN of Co-Subscriber) | ||
|
(Title,
if applicable)
|
(Address, City, State, Zip) |
| (Street Address) |
(EIN
Number)
|
||
|
(City,
State and Zip Code)
|
|
(Telephone
Number)
|
| Accepted by Union National Financial Corporation | ||||
|
|
By: | |||
| (Print Name and Title) | ||||
