Exhibit 99
CNB HOLDINGS, INC. SUBSCRIPTION AGREEMENT
TO: CNB Holdings, Inc.
000 Xxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Stock Offering
Telephone No.: (000) 000-0000
Gentlemen:
You have informed me that CNB Holdings, Inc., a Virginia corporation
(the "Company"), is offering up to 330,000 shares of its Common Stock (the
"Common Stock") at a price of $9.00 per share, payable as provided herein and as
described in and offered pursuant to the Prospectus furnished to the undersigned
herewith (the "Prospectus").
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby tenders this subscription, together with payment in United
States currency by check, bank draft or money order payable to Crestar Bank, as
Escrow Agent for CNB Holdings, Inc. (the "Funds"), representing the payment of
$9.00 per share for the number of shares of the Common Stock indicated below and
agrees to purchase the shares of Common Stock subscribed for herein. The total
subscription price must be paid at the time the Subscription Agreement is
executed.
2. Acceptance of Subscription. It is understood and agreed that the
Company shall have the right to accept or reject this subscription 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 hereby acknowledges that he or she
has received a copy of the Prospectus and understands and agrees that this
Subscription Agreement and the Prospectus contain the entire agreement between
the undersigned and the Company with respect to the offering and the sale of the
shares of Common Stock to the undersigned.
4. Revocation. The undersigned agrees that once this Subscription
Agreement is tendered to the Company, it may not be withdrawn by the undersigned
except with the consent of the Company 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 HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
Please indicate in the space provided below the exact name or names and
addresses in which the stock certificate representing shares subscribed for
hereunder should be registered.
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Number of Shares Subscribed for Name or Names of Subscribers
(minimum 100 shares) (Please Print)
$----------------------------- -------------------------------
Total Subscription Price at $9.00 Please indicate form of ownership
per share (funds enclosed) desired (individual, joint tenants,
with right of survivorship,
tenants in common, trust,
corporation, partnership,
custodian, etc.)
Date: _________________ __________________________________
Signature of Subscriber*
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Signature of Subscriber
(if more than one)
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Social Security Number(s) Street Address
Federal Taxpayer
Identification Number(s) __________________________________
of Subscriber(s) City, State and Zip Code
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Area Code and Telephone Number
*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 proposed owner must sign.
TO BE COMPLETED BY THE COMPANY:
Accepted as of ___________________, 199__, as to _________________
shares.
CNB HOLDINGS, INC.
By:__________________________________
FEDERAL INCOME TAX BACKUP WITHHOLDING
In order to prevent the application of federal income tax backup
withholding, each subscriber must provide the Escrow Agent 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, 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 penalty imposed by the IRS.
If backup withholding applies, the Escrow Agent is required to
withhold 31% of payments of dividends or interest made to such subscriber.
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. In such
case, if the Escrow Agent is not provided with a TIN within 60 days, the Escrow
Agent will withhold 31% of dividend or interest payments thereafter made to each
subscriber until a TIN is provided to the Escrow Agent.
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 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 no longer subject to backup withholding, do not cross out
item (2).
Each Subscriber Should Complete this Section.
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Signature of Subscriber Signature of Subscriber
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Printed Name Printed Name
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Social Security or Employer Social Security or Employer
Identification No. Identification No.
