EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
This Subscription Agreement is entered into in connection with the offer
and sale of up to 400,000 shares of common stock of AmericasBank Corp. to the
holders of AmericasBank Corp.'s common stock at the close of business on
December 22, 2003 for a purchase price of $2.00 per share.
WITNESSETH:
1. Purchase of Shares. The undersigned agrees to purchase the number of shares
of common stock set forth below and tenders the amount required to purchase such
number of shares (i) in United States dollars by check or bank draft drawn upon
a United States bank or postal, telegraphic or express money order payable to
"AmericasBank Corp. - Escrow Account"; or (ii) in United States dollars by wire
transfer of immediately available funds to _______________.
2. Acknowledgments. The undersigned acknowledges and agrees that:
(a) The undersigned has received a copy of AmericasBank Corp's Prospectus
dated _______ __, 2004. By executing this Subscription Agreement, the
undersigned acknowledges and agrees to all of the terms and conditions of the
rights offering as described in the Prospectus.
(b) Subscription rights are not transferable.
(c) Subscriptions are binding on subscribers and may not be revoked by
subscribers.
(d) If I request that the shares of common stock are to be issued in a name
other than that which appears on the books of AmericasBank Corp. with respect to
the subscription rights granted to me, beneficial ownership of such common stock
will not change.
THE COMMON STOCK DOES NOT REPRESENT A DEPOSIT ACCOUNT OR OTHER OBLIGATION
OF AMERICASBANK. THE COMMON STOCK IS NOT AND WILL NOT BE INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
BY EXECUTING THIS SUBSCRIPTION AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT
THE UNDERSIGNED IS NOT WAIVING ANY RIGHTS HE OR SHE OR IT MAY HAVE UNDER THE
FEDERAL SECURITIES LAWS, INCLUDING THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934.
Mail Completed Subscription Agreement to
AMERICASBANK CORP.
000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
Please read carefully the attached "INSTRUCTIONS FOR COMPLETING SUBSCRIPTION
AGREEMENT AND EXERCISING SUBSCRIPTION RIGHTS."
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date set forth below.
Date: (SEAL)
Signature of Subscriber
(SEAL)
Name of Entity, if applicable Signature of Subscriber
Number of Shares Subscribed for:
Printed Name(s) of Subscribers
Total Subscription Price: $
($2.00 per Share) Street Address
City, State and Zip Code
Social Security No./Tax Identification No.
Telephone Number and Area Code
Legal Form of Ownership (check one): REGISTRATION INFORMATION:
(if different from above)
[ ] Individual
[ ] Joint Tenants with right of survivorship
(both parties must sign) Name(s) of Registered Owner
[ ] Tenants by the Entireties (husband and wife
only)
[ ] Tenants-in-Common (both parties must sign) Xxxxxx Xxxxxxx
[ ] Community Property (one signature required
if interest held in one name, i.e., managing
spouse, two signatures required if interest City, State & ZIP Code
held in both names
[ ] Partnership Social Security No./Tax Identification No.
[ ] Corporation
[ ] Limited Liability Company
[ ] Employee Benefit Plan Telephone Number and Area Code
[ ] Individual Retirement Account
[ ] Trust
[ ] Uniform Gift to Minors
[ ] Other
GUARANTEE OF SIGNATURE(S)
Your signature must be guaranteed by an Eligible Institution, as defined in
Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, if you wish
your shares of common stock to be issued in a name other than that which appears
on the books of AmericasBank Corp. with respect to the subscription rights
granted to you.
Signature Guaranteed by: _________________________________________________
Eligible Institution
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ACCEPTANCE
The foregoing subscription is hereby acknowledged and accepted as to
_____________ shares.
Date: __________________, ____
AmericasBank Corp.
By:_______________________________
Authorized Officer
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INSTRUCTIONS FOR COMPLETING SUBSCRIPTION
AGREEMENT AND EXERCISING SUBSCRIPTION RIGHTS
1. EXERCISE OF SUBSCRIPTION RIGHTS. To exercise subscription rights and
purchase shares of common stock in the rights offering, properly complete and
execute your Subscription Agreement and send it, together with payment in full
of the subscription price for each share of common stock subscribed, to
AmericasBank Corp. Delivery of the Subscription Agreement must be made by mail
or by overnight delivery. FACSIMILE DELIVERY OF THE SUBSCRIPTION AGREEMENT WILL
NOT CONSTITUTE VALID DELIVERY. All payments must be made (i) in United States
dollars by check or bank draft drawn upon a United States bank or postal,
telegraphic or express money order payable to "AmericasBank Corp. - Escrow
Account"; or (ii) in United States dollars by wire transfer of immediately
available funds to ________________.
2. EXPIRATION DATE. The subscription rights will expire at 5:00 p.m.,
Eastern Time, on _________ ____, 2004 (the "Expiration Date").
YOUR SUBSCRIPTION AGREEMENT MUST BE RECEIVED BY AMERICASBANK CORP. ON OR
BEFORE THE EXPIRATION DATE. PAYMENT OF THE SUBSCRIPTION PRICE, INCLUDING FINAL
CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY AMERICASBANK CORP. ON OR BEFORE THE
EXPIRATION DATE. SUBSCRIPTIONS ARE NOT REVOCABLE.
3. ACCEPTANCE OF PAYMENTS. Payments will be deemed to have been received by
AmericasBank Corp. only upon the (i) clearance of any uncertified check, or (ii)
receipt by AmericasBank Corp. of any certified check or bank draft drawn upon a
United States bank or postal, telegraphic or express money order, or funds
transferred through a wire transfer. IF PAYING BY UNCERTIFIED PERSONAL CHECK,
PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE BUSINESS DAYS TO
CLEAR. ACCORDINGLY, HOLDERS OF SUBSCRIPTION RIGHTS WHO WISH TO PAY THE
SUBSCRIPTION PRICE BY MEANS OF UNCERTIFIED PERSONAL CHECK ARE URGED TO MAKE
PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT SUCH
PAYMENT IS RECEIVED AND CLEARS BY SUCH DATE. YOU ARE URGED TO CONSIDER PAYMENT
BY MEANS OF CERTIFIED OR CASHIER'S CHECK, MONEY ORDER, OR WIRE TRANSFER.
4. FRACTIONAL SHARES. Fractional shares will not be sold. Shareholders may
round any such fraction up to a full share.
5. CONTACTING US. The address of AmericasBank Corp. is as follows:
AMERICASBANK CORP.
000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
6. EFFECT OF OVER- AND UNDERPAYMENTS. If you have not indicated the number
of shares being purchased, or if the dollar amount you have forwarded is not
sufficient to purchase (or exceeds the amount necessary to purchase) the number
of shares subscribed for, you will be deemed to have exercised the maximum
number of whole subscription rights which may be exercised for the subscription
price payment delivered by you.
To the extent that the subscription price payment delivered by you exceeds
the number of shares to which you are eligible to purchase on the basis of one
share of common stock for each two shares owned on December 22, 2003, you will
be deemed to have exercised your right to oversubscribe for shares in the
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rights offering. To the extent that not all of the shares offered in the rights
offering are sold through the basic subscription privilege, any excess shares
will be allocated to you and other shareholder who elect to oversubscribe,
subject to our right to reject, in whole or in part, any oversubscriptions. To
the extent such excess shares are not sufficient to satisfy all
oversubscriptions that we accept, we will allocate the excess shares among those
persons oversubscribing. This allocation will be based upon the ratio that the
number of shares owned on December 22, 2003 by each oversubscriber that we
accept bears to the number of shares owned on December 22, 2003 by all of the
oversubscribers that we accept. We will refund with interest any oversubscribed
amounts within 10 days following the closing of the rights offering.
7. DELIVERY OF STOCK CERTIFICATES. Stock certificates will be delivered
promptly after the completion of the offerings.
8. EXECUTION.
(i) EXECUTION BY REGISTERED HOLDER. The signature on the Subscription
Agreement must correspond with the name of the registered holder as it appears
on the books of AmericasBank Corp. without any alteration or change whatsoever.
Persons who sign the Subscription Agreement in a representative or other
fiduciary capacity must indicate their capacity when signing and, unless waived
by AmericasBank Corp. in its sole and absolute discretion, must present to
AmericasBank Corp. satisfactory evidence of their authority so to act.
(ii) EXECUTION BY PERSON OTHER THAN REGISTERED HOLDER. If the Subscription
Agreement is executed by a person other than the registered holder as it appears
on the books of AmericasBank Corp., proper evidence of authority of the person
executing the Subscription Agreement must accompany the same unless AmericasBank
Corp., in its discretion, dispenses with proof of authority.
(iii) SIGNATURE GUARANTEES. Your signature must be guaranteed by an
Eligible Institution if you wish your shares of common stock to be issued in a
name other than that which appears on the books of AmericasBank Corp.
9. METHOD OF DELIVERY. The method of delivery of Subscription Agreements
and payment of the subscription price to AmericasBank Corp. will be at the
election and risk of the subscriber. If sent by mail, it is recommended that
they be sent by registered mail, properly insured, with return receipt
requested, and that a sufficient number of days be allowed to ensure delivery to
AmericasBank Corp. prior to the Expiration Date.
10. RIGHTS OF AMERICASBANK CORP. All issues with respect to the validity,
form and eligibility of the exercise of any rights to purchase rights offering
shares will be resolved solely by AmericasBank Corp. AmericasBank Corp., in its
sole discretion, may waive any defect or irregularity or permit a defect or
irregularity to be corrected within such time as it may determine. AmericasBank
Corp. will not deem any subscriptions to have been made until all irregularities
have been waived or cured. AmericasBank Corp. will not be under any duty to give
notification of defects in any subscription and will not incur any liability for
failure to give such notification.
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