OFFERING SUBSCRIPTION AGREEMENT
PREMIER BANCORP, INC.
500,000 Shares
Common Stock
(Par value $0.33 Per Share)
Minimum Subscription: 100 Shares
Maximum Subscription: 10,000 Shares
Price Per Share: $11.00
Premier Bancorp, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attn: Xxxx X. Xxxxxxxxxx, President
Ladies and Gentlemen:
1. I(We) (the "Undersigned") subscribe for and agree to purchase the number
of shares of Common Stock of Premier Bancorp, Inc. (the "Company") in connection
with the Offering, upon the terms and conditions provided herein and in the
Company's Prospectus dated December 14, 1998, and any supplements thereto (the
"Prospectus") (capitalized terms used but not defined herein are defined in the
Prospectus), as follows:
No. of Shares Price Per Share Purchase Price
(100 Share Minimum)
(10,000 Share Maximum)
_________________ X $11.00 = $______________
2. Method of Payment (Check One)
______ Enclosed is the Undersigned's check, bank draft or money order made
payable, in United States currency, to the order of "Premier Bancorp,
Inc.", for the amount of the Purchase Price, as reflected in
Paragraph 1.
______ The Undersigned authorizes withdrawal from this (these)
account(s) at Premier Bank for the amount of the Purchase Price, as
reflected in Paragraph 1.
(There is no penalty for early withdrawal used for this payment.)
===============================================================================
Account Number(s) Amount
$
$
$
Total Amount to be Withdrawn $
===============================================================================
3. Stock Registration (Please type or print the information requested
below.)
------------------------------------------ Day Phone ( )
Name(s) in which stock is to be registered
Evening Phone ( )
------------------------------------------
Name(s) in which stock is to be registered
The manner of ownership
shall be (check one):
------------------------------------------ [ ] Individual
Title, if applicable, of Subscriber [ ] Tenants by the entireties
(each must sign)
[ ] Joint Tenants with right
of survivorship (each
must sign)
[ ] Tenants in Common (each
------------------------------------------ must sign)
Title, if applicable, of Co-Subscriber [ ] In Partnership
[ ] As custodian, trustee or
agent for
------------------------------------------ [ ] Corporation
Street Address of Subscribers
------------------------------------------------------------------------
City County State Zip Code
---------------------------------------------------------------
Social Security or Tax I.D. Number of Subscriber
---------------------------------------------------------------
Social Security or Tax I.D. Number of Co-Subscriber
4. The Company has the right to accept or reject shares subscribed for
herein, in whole or in part, for any reason whatsoever, within 15 days of
receipt by the Company of a properly executed Subscription Agreement accompanied
by payment in full of the purchase price.
5. This agreement shall not be revoked by the Undersigned. The Undersigned
understands that there is no aggregate minimum number of shares of Common Stock
that the Company must sell pursuant to the Offering. The Undersigned understands
and agrees that there shall be no refund of any portion of the Total Purchase
Price paid pursuant to this agreement unless and until the Company rejects the
Subscription, as described in paragraph 4, above.
6. Any refund checks shall be made payable to and sent to the Undersigned
at the address specified above. All shares of Common Stock shall be registered
in the name(s) of, and sent to the address specified above.
7. This agreement shall be accepted and become an agreement binding on the
Company, only if and when executed in the name and on behalf of the Bank and
when notice of such execution and acceptance (which may be a copy or similar
counterpart hereof) is mailed to the Undersigned. This agreement is binding,
after acceptance by the Bank, upon the heirs, estate, legal representatives,
assigns and successors of the Undersigned and shall survive the death,
disability or dissolution of the Undersigned.
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8. The Undersigned has/have received, read and understood the Company's
Prospectus dated December 14, 1998, and any supplements thereto, and understands
that this representation does not constitute a waiver of any rights under the
Securities Act of 1933, the Securities Exchange Act of 1934 or under the
Pennsylvania Securities Act of 1972 and the rules and regulations adopted
thereunder. The Undersigned understand(s) that investment in the Common Stock
includes certain risks, and the Undersigned has/have carefully read and
considered the matters set forth under the caption "Risk Factors" and elsewhere
in the Prospectus. No information or representation that is either inconsistent
with or undisclosed in the Prospectus has been received by the Undersigned from
representatives of the Company or anyone else. The Undersigned acknowledges and
understands that no federal or state agency has made any finding or
determination as to the fairness for public investment, nor any recommendation
or endorsement of the shares.
9. The Offering will terminate at 5:00 p.m. on February 15, 1999, or at
such later date as shall be determined by the Company, but in no event later
than 5:00 p.m. on March 31, 1999 (the "Offering Termination Date").
10. The Undersigned represent(s) that he/she/we is/are at least eighteen
(18) years of age.
11. The Undersigned represents that he/she/they is/are acquiring the shares
for his/her/their own account, solely for investment and not with a view to
resale or distribution.
12. The Undersigned agree(s) not to transfer or assign this agreement, or
any interest herein, including, but not limited to, the Common Stock purchased
hereunder, except in accordance with all applicable laws.
13. The Undersigned acknowledges that the shares of the Company's Common
Stock offered hereby are not deposits. These securities are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency and are
subject to investment risk, including the possible loss of principal.
Furthermore, an investment in the shares of the Company's Common Stock hereby
offered is not guaranteed by the Company.
14. If this agreement is executed on behalf of a corporation, partnership,
trust or other entity, the Undersigned has/have been duly authorized to execute
this agreement and all other instruments in connection with the purchase of the
Common Stock, and the signature(s) of the Undersigned is/are binding upon such
corporation, partnership, trust or other entity. The Company retains the right
to request the production of an appropriate certification for said
authorization.
15. The provisions of this agreement shall be construed and enforced
according to the laws of the Commonwealth of Pennsylvania. In the event there is
any conflict between the Prospectus and this agreement, the terms set forth in
the Prospectus and any supplements thereto shall be controlling.
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16. This agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof and may be amended only by a
writing executed by the party to be bound thereby.
Dated:
________________________________________
(Signature of Subscriber)
________________________________________
(Print Name)
________________________________________
(Signature of Co-Subscriber)
________________________________________
(Print Name)
Accepted:
PREMIER BANCORP, INC.
By: _____________________________
(Authorized Signature)
_____________________________
(Date of Execution)
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