SUBSCRIPTION AGREEMENT
Exhibit 99.1
TO: Centra Financial Holdings, Inc.
FROM:
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| (Name of Investor) |
Amount of Subscription Represented
| By Common Stock | $ |
Dear Sirs:
The undersigned (the “Subscriber”) subscribes for
shares of Common Stock of Centra Financial Holdings, Inc. (the
“Company”), representing the amount of subscription
stated above. The Subscriber understands that the subscription
will not be effective unless and until accepted in writing by
the Company. The Subscriber also understands that, unless waived
by the Company, the minimum amount of subscription the
Subscriber may subscribe for is $1,800, and the maximum is
$499,986. Subject to the acceptance of this Subscription
Agreement by the Company, this Subscription Agreement shall be
irrevocable. The Subscriber understands that if this application
is accepted by the Company, the Subscriber will become a
shareholder of the Company and will be bound by the terms of the
Company’s Articles of Incorporation and Bylaws.
The Subscriber hereby acknowledges and understands that:
| (a) This subscription may be accepted or rejected in whole or in part in the sole and absolute discretion of the Company. | |
| (b) This subscription is and shall be irrevocable by the Subscriber, except that the Subscriber shall have no obligations hereunder in the event that this subscription is for any reason rejected or the offering of Common Stock in the Company is for any reason canceled. | |
| (c) The shares of Common Stock offered hereby are not savings accounts or deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. |
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned Subscriber has
executed this Subscription Agreement
this day
of 2006,
and is taking legal title to the Subscriber’s Common Stock
in the Company as follows:
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Subscriber’s Name(s)
(Type or Print) |
Social Security Number or Federal Employment I.D. No. |
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Street
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City | State | Zip Code | |||
| Amount of Subscription: | Shares at $18.00 = $ |
(must be at
least Shares)
(Held as (check one):
| Purchasing Individually | ||
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Purchasing as Joint Tenants with right of survivorship (each owner must sign)* |
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Purchasing as Tenants In Common (each owner must sign)* |
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Purchasing as agent, custodian or trustee for (name entity)** |
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Purchasing as a Partnership, Corporation or Joint Venture (name entity)** |
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| Signature of Subscriber | |
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| Type or Print Name of Subscriber | |
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| Signature of Subscriber | |
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| Type or Print Name of Subscriber |
| * | Special documentation is required for joint owners other than married couples. |
| ** | Special documentation is required for corporations, trusts, partnerships, agencies and other entities. |
FEDERAL INCOME TAX BACKUP WITHHOLDING
In order to prevent the application of federal income tax backup
withholding, each subscriber must provide 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, which is
set forth 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 $50.00
penalty imposed by the IRS.
If backup withholding applies, Centra Financial Holdings, Inc.
is required to withhold 31% of payments of dividends or interest
made to such subscriber. Backup withholding is not 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. In such
case, if Centra Financial Holdings, Inc. is not provided with a
TIN within 60 days, the Escrow Agent will withhold 31% of
the dividends or interest payments thereafter made to each
subscriber until a TIN is provided to Centra Financial Holdings,
Inc.
SUBSTITUTE FORM
W-9
Under penalties of perjury, I certify that: (1) 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 (2) 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 (2) above if you have been notified
by the IRS that you are subject to backup withholding because of
under reporting 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 no longer subject to backup
withholding, do not cross out item (2).
Each Subscriber Should Complete this Section.
| Signature of Subscriber | Signature of Subscriber | ||
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Printed Name
|
Printed Name | ||
| Social Security or Employer | Social Security or Employer | ||
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Identification Number
|
Identification Number | ||
THE FOLLOWING ACCEPTANCE IS TO BE
COMPLETED BY THE COMPANY
The above and foregoing Subscription Agreement is accepted
this day
of ,
2006 effective as of
the day
of ,
2006,
for Shares
of Common Stock.
| CENTRA FINANCIAL HOLDINGS, INC. |
| By: |
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| Xxxxxxx X. Xxxxx | |
| President and Chief Executive Officer |
