SUBSCRIPTION AGREEMENT
Exhibit 99.1
TO: |
Independence Bancshares, Inc. Attn: Xxxxxx X. Xxxx 000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
Ladies and Gentlemen:
You have informed me that
Independence Bancshares, Inc., a South Carolina corporation (the “Company”), is offering up to 2,351,250 shares of its common stock at a
price of $0.80 per share to existing shareholders as of the close of business on December 30, 2012, as provided herein and as described in and offered
pursuant to the prospectus dated [•], 2013 (the “Prospectus”) and furnished with this Subscription Agreement (this
“Agreement”).
This offering will expire upon
the earlier of the sale of all 2,351,250 shares of common stock or at 5:00 p.m., Eastern Standard time, on [•], 2013, unless extended for up to an
additional 30 days by the Company’s Board of Directors (the “Expiration Date”).
1. Subscription. Subject to the terms and conditions included, the undersigned tenders this Agreement, together with payment
in United States currency by check payable to “Independence Bancshares, Inc.” or by wire transfer to “Independence Bancshares, Inc.,
[•],” representing the payment of $0.80 per share for the number of shares of common stock indicated below. The total subscription price must
be paid at the time this Agreement is executed.
2. Acceptance of
Subscription. The undersigned acknowledges that this Agreement, along with payment in full for the number of shares of common stock indicated
below, must be received by the Company on or before the Expiration Date, provided, that the Company reserves the right to accept any late subscriptions
or payments in its sole discretion. It is understood and agreed that the Company shall have the right to accept or reject this Agreement in whole or in
part, for any reason whatsoever. The Company may reduce the number of shares for which the undersigned has subscribed, indicating acceptance of less
than all of the shares subscribed on its written form of acceptance.
3. Acknowledgments. The undersigned acknowledges that he or she has received a copy of the Prospectus. This Agreement
creates a legally binding obligation and the undersigned agrees to be bound by the terms of this Agreement.
4. Revocation.
The undersigned agrees that once this Agreement is tendered to the Company, it may not be withdrawn and that this Agreement shall survive the death or
disability of the undersigned.
By executing this
Agreement, the subscriber is not waiving any rights he or she may have under federal securities laws, including the Securities Act of 1933 and the
Securities Exchange Act of 1934.
The shares of common stock
offered here are not savings accounts or savings deposits accounts and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency.
(Signatures appear on the following page.)
Please indicate in the space
provided below the exact name or names and address in which the stock certificate representing shares subscribed for hereunder should be
registered.
Number of Shares Subscribed For |
Name or Names of Subscribers (Please Print) |
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$ |
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Total Subscription Price at $0.80 per share |
Please indicate form of ownership desired (individual, joint tenants with right of survivorship, tenants in common, trust corporation, partnership, custodian, etc.) |
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Date: |
(L.S.) |
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Signature of Subscriber(s) |
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(L.S.) |
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Social Security Number or Federal Taxpayer Identification Number |
Signature of Subscriber(s) |
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Street (Residence) Address: |
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Home Phone Number |
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City, State and Zip Code |
Business Phone Number |
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Email Address |
Cellular Phone Number |
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When signing as
attorney, trustee, administrator, or guardian, please give your full title as such. If a corporation, please sign in full corporate name by president
or other authorized officer. In the case of joint tenants or tenants in common, each owner must sign.
TO BE COMPLETED BY INDEPENDENCE BANCSHARES, INC.:
Accepted as of
_______________, ____, as to ____ shares.
By: |
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Title: |
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FEDERAL INCOME TAX BACKUP WITHHOLDING
In order to prevent the
application of federal income tax backup withholding, each subscriber must provide the Company with a correct Taxpayer Identification Number
(“TIN”). An individual’s social security number is his or her TIN. The TIN should be provided in the space provided in the Substitute
Form W-9 below.
Under federal income tax law, any
person who is required to furnish his or her correct TIN to another person, and who fails to comply with such requirements, may be subject to a $50
penalty imposed by the IRS.
Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding
results in an overpayment of taxes, a refund may be obtained from the IRS. Certain taxpayers, including all corporations, are not subject to these
backup withholding and reporting requirements.
If the shareholder has not been
issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, “Applied For” should be written in the space
provided for the TIN on the Substitute Form W-9.
SUBSTITUTE FORM W-9
Under penalties of perjury, I
certify that: (i) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a Taxpayer Identification Number to
be issued to me), and (ii) I am not subject to backup withholding because: (a) I am exempt from backup withholding; or (b) I have not been notified by
the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends; or
(c) the IRS has notified me that I am no longer subject to backup withholding.
You must cross out item (ii)
above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you
are not longer subject to backup withholding, do not cross out item (ii).
Each subscriber should complete
this section.
Signature of Subscriber |
Signature of Subscriber |
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Printed Name |
Printed Name |
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Social Security or Employer Identification No. |
Social Security or Employer Identification No. |
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