FIRST COLEBROOK BANCORP, INC. SUBSCRIPTION AGREEMENT
Exhibit 4.1
This Subscription Agreement (the “Agreement”) is the agreement pursuant to which you may subscribe to purchase shares of the common stock of First Colebrook Bancorp, Inc. (the “Company”), par value $1.50 per share (the “Common Stock”), which are being offered by the Company on the terms described in the Company’s Offering Circular dated July 15, 2016 (the “Offering Circular” and “Offering”). All Agreements should be mailed or hand delivered to the Company at the following address: First Colebrook Bancorp, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President/Chief Financial Officer.
| To: | FIRST COLEBROOK BANCORP, INC. |
1. The undersigned (each of the undersigned is referred to herein individually and collectively as the “Subscriber”) irrevocably subscribes to purchase the number of shares of Company Common Stock indicated below, at the subscription price of $20.00 per share. The total purchase price for the shares of Company Common Stock subscribed for in this Agreement (the “Subscription Payment”) has been paid to the Company by the Subscriber, either by means of the Subscriber's enclosed check in the amount of the Subscription Payment, made payable to “Bankers’ Bank Northeast, as Escrow Agent for First Colebrook Bancorp, Inc. Offering”, which is being delivered to the Company with the Company’s agreement that it will promptly forward the check to Bankers’ Bank Northeast as escrow agent (the “Escrow Agent”), or by means of the Subscriber’s wire transfer to the Escrow Agent of immediately available funds in the amount of the Subscription Payment, using the wire transfer instructions attached to this Agreement. The Subscriber understands that the terms of the Offering require a minimum subscription of 1,250 shares of Company Common Stock, unless a smaller subscription amount is approved by the Company in its sole discretion.
2. The Subscriber acknowledges that, under the terms of the Offering, the Company has no obligation to accept subscriptions in the order received and that, in its sole discretion, the Company may accept or reject this subscription, in whole or in part, at any time before the termination of the Company’s Offering of its Common Stock. All Subscription Payments made by the Subscriber will be deposited in an interest bearing escrow account established with the Escrow Agent (the “Escrow Account”) promptly upon receipt. If at any time the Company decides to reject this subscription in part, the Escrow Agent will return to the Subscriber the Subscription Payment for the portion of the subscription that was not accepted, together with interest. If at any time the Company rejects the entire subscription, the Escrow Agent will return the Subscriber’s entire Subscription Payment, together with interest, and a copy of the rejected Subscription Agreement directly to the Subscriber, and neither the Company nor the Subscriber will have any further obligation to each other. Any interest earned on any Subscription Payment deposited in the Escrow Account will be returned with any Subscription Payments made with respect to any subscriptions that the Company does not accept in whole or in part. Interest on any Subscription Payment that is returned will be calculated by the Escrow Agent using the applicable federal funds rate and paid on a pro-rata basis.
3. Under the terms of the Offering and the written escrow agreement among the Company, Escrow Agent and FIG Partners, LLC acting in its capacity as the Company’s placement agent, the Escrow Agent is not permitted to release any funds from the Escrow Account to the Company unless the Escrow Agent has received Subscription Payments totaling $3,623,000 in the aggregate (the “Escrow Release Condition”) on or before December 31, 2016 (the "Expiration Date"), and the Escrow Agent notifies applicable state securities administrators that the Escrow Release Condition has been satisfied. The Company plans to conduct an initial closing at 5:00 p.m. on September 30, 2016 (the “Initial Closing Date”), but will not conduct an initial closing until the Company has received subscriptions for the purchase of 181,150 shares of Common Stock and the Escrow Agent receives the Subscription Payments necessary to satisfy the Escrow Release Condition. We may conduct an earlier initial closing if we satisfy the Escrow Release Condition before the Initial Closing Date. Thereafter, we may conduct additional closings until the Offering Expiration Date. If the Company has not satisfied the Escrow Release Condition on or prior to the Offering Expiration Date, the Escrow Agent will return the Subscription Payment to the Subscriber, with interest as described above, and neither the Subscriber nor the Company will have any further obligation to each other.
4. As a material inducement to the Company to accept this subscription for the Company’s Common Stock, the Subscriber hereby makes the following representations and warranties to the Company as of the date of this subscription (and agrees that all of said representations and warranties shall be deemed to have been re-affirmed by the Subscriber as of the close of the Company’s Offering):
(a) The Subscriber has received the Company’s Offering Circular, including but not limited to the section of the Offering Circular entitled “Risk Factors” which summarizes potential risks associated with an investment in the Company’s Common Stock, and the Subscriber agrees to all of the terms and conditions for subscription set forth in the Offering Circular and in this Agreement.
(b) No representations have been made in connection with the Offering of the Company’s Common Stock other than those contained in the Offering Circular.
(c) The Subscriber has the personal knowledge, experience and capacity sufficient to assess the risks associated with an investment in the Company’s Common Stock, or the Subscriber has access to, has received, or is receiving, professional advice or counsel in connection with this subscription.
(d) The Subscriber understands that the Company Common Stock offered by means of the Offering are not required to have the approval of and have not been approved or disapproved by the Federal Reserve Board, Federal Deposit Insurance Corporation, the Securities and Exchange Commission, the New Hampshire Banking Department, or any state securities regulator, and that no such governmental agency has reviewed or passed upon the accuracy or adequacy of the Offering Circular and that any representation to the contrary is unlawful and should be disregarded.
(e) The offering price for the Company’s Common Stock was determined by the Company’s Board of Directors. This value may not be indicative of the market value of the Common Stock or representative of the Common Stock’s value by any other measure. The Company did not obtain an independent valuation for the purpose of establishing either the total purchase price of the Common Stock to be sold in the Offering or the per share price of $20.00.
(f) While the Company’s Common Stock will be freely transferable by most shareholders, you cannot assume that an active trading market will develop for the Common Stock upon completion of the Offering. The principal market for shares of the Company’s Common Stock is the OTCQX U.S. marketplace, which is operated by OTC Markets Group. The OTCQX U.S. marketplace is an electronic inter-dealer quotation system that displays quotes, last-sale prices, and volume information for many OTC equity securities that are not listed on a national securities exchange. Following this Offering, an active trading market for our Common Stock may not develop or be maintained, and any such market may not be liquid. Accordingly, purchasers may not be able to sell their shares at or above the purchase price. Additionally, the Company intends to limit the number of shareholders of the Company to less than 2,000 in order to avoid being a reporting company under the federal securities laws.
(g) The Subscriber is a resident of the state indicated below and, if the Subscriber is not an individual, the Subscriber’s principal activities are conducted in the state indicated below.
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5. The following additional terms apply to this subscription:
(a) The Subscriber agrees to provide such additional information and other documents pertaining to the subscription and ownership of shares of the Company’s Common Stock as may be reasonably requested by the Company.
(b) This subscription is not transferable or assignable by the Subscriber without the advance written consent of the Company. The subscription is binding on and shall inure to the benefit of the Company, the Subscriber, and their respective personal representatives, successors, and permitted assigns.
(c) This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of New Hampshire, as such laws are applied by New Hampshire courts to agreements entered into and to be performed in New Hampshire, without reference to provisions of New Hampshire law pertaining to conflicts of law.
(d) The Subscriber acknowledges that he or she understands the meaning and legal consequences of the covenants, conditions, representations and warranties included in this Agreement, and agrees to indemnify and hold the Company, its officers, directors and agents harmless from and against any and all loss, damage or liability due to or arising out of any breach of any representation or warranty contained in this Agreement.
6. The Subscriber certifies that: (A) the number shown on this form is the Subscriber’s correct Taxpayer Identification Number (or the Subscriber is waiting for one to be issued); and (B) the Subscriber is not subject to backup withholding either because the Subscriber has not been notified by the Internal Revenue Service (IRS) that the Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified the Subscriber that the Subscriber in no longer subject to backup withholding.
[Remainder of page intentionally blank. Signature page(s) follow.]
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Signature page to subscription agreement
IN WITNESS WHEREOF, each undersigned Subscriber has executed this Subscription Agreement this ____ day of ____________, 2016 and certifies that the information provided herein is true, correct and complete.
Number of shares of Company Common Stock subscribed for: ________________ (min. purchase of 1,250 Shares)
Dollar Amount subscribed for at $20.00 per Share: ____________________________ (min. dollar amount of $25,000)
Please make check payable to “Bankers’ Bank Northeast, as Escrow Agent for First Colebrook Bancorp, Inc. Offering”
| SUBSCRIBER* | SUBSCRIBER* | |
| Signature | Signature | |
| (Print Name or Subscriber) | (Print Name of Subscriber) | |
| (Title of Subscriber, if applicable)* | (Title of Subscriber, if applicable)* | |
| (Street Address) | (Street Address) | |
| (City, State and Zip Code) | (City, State and Zip Code) | |
| (Social Security or Tax Identification No.) | (Social Security or Tax Identification No.) |
______________
*Signatures of all parties required. If applicable, indicate capacity of person signing. If shares are to be held in joint ownership, all joint owners must sign this Subscription Agreement, and provide the requested information. If signing as a fiduciary, indicate capacity (i.e. executor, administrator, trustee, guardian, custodian). If an entity, person signing must indicate capacity (i.e., officer, member, partner, etc.).
CHECK BOX ¨ ONLY IF YOU WANT SHARE CERTIFICATE & NOT SHARES IN ELECTRONIC FORM.
MANNER IN WHICH TITLE IS TO BE HELD:
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¨ Individual
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o Joint Tenancy With Right of Survivorship*
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o Trust or Fiduciary Capacity (trust documents must accompany this form)
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o Tenants-in-Common*
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| o Fiduciary or Custodian for a Minor |
o Individual Retirement Account
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| o Entity |
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ACCEPTANCE/NON-ACCEPTANCE BY FIRST COLEBROOK BANCORP, INC.
| ¨ | The Company hereby accepts the foregoing subscription for ______________ shares of Company Common Stock at $20.00 per share. |
| ¨ | The Company does not accept the foregoing subscription in its entirety or for shares of Company Common Stock. |
FIRST COLEBROOK BANCORP, INC.
| By: | Date: | , 2016 | |||
| Name: | |||||
| Its: |
| First Colebrook Bancorp, Inc. Subscription Agreement – Common Stock | Page 5 |
Subscription Payment Instructions
No checks should be made payable to First Colebrook Bancorp, Inc. or funds wired directly to First Colebrook Bancorp, Inc.
If you submit your subscription payment by check, your check must be made payable to “Bankers’ Bank Northeast, as Escrow Agent for First Colebrook Bancorp, Inc. Offering” and sent to the Company at the following address:
First Colebrook Bancorp, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President/Chief Financial Officer.
Please note on the check that it is a “Subscription for Regulation A Common Stock Offering”
If you wish to submit your subscription payment by wire transfer, please have your financial institution wire your funds using the following instructions:
| Sender ABA: | ABA - Name - Address of the Sending Bank |
| Receiver ABA: | ▇▇▇▇▇▇▇▇▇ – Bankers’ Bank Northeast |
| Type Code: | 1000 |
| Business Function Code: | CTR |
| Beneficiary ID Code: | D |
| Beneficiary Identifier: |
1380
(Note: Only the 4 account digits are to appear in this space) |
| Beneficiary Name: & Address: | BBN, as Escrow Agent for First Colebrook Bancorp, Inc. Offering ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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