EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
CRESCENT BANKING COMPANY
The undersigned (individually and collectively the "Subscriber"),
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intending to be legally bound, hereby applies to Crescent Banking Company (the
"Company") to purchase the number of shares of Company's $1.00 par value common
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stock (the "Common Stock") at $______ per share (the "Purchase Price") specified
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below, in accordance with the terms and conditions of this Subscription
Agreement and the Offering as described in the Prospectus, dated as of ______,
2001, relating to the offer and sale of the Common Stock (the "Prospectus").
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1. Receipt of Prospectus. The Subscriber has received and read a copy
of the Prospectus with respect to the Offering, and understands that upon
acceptance by the Company, this Subscription Agreement will be a binding
obligation of the Subscriber to immediately purchase the shares subscribed.
2. Purchase for Subscriber's Account Only. The Subscriber represents,
warrants, and covenants that he is offering this Subscription Agreement and will
purchase the Common Stock solely for his own account and for the person(s) in
whose name(s) such shares are to be registered (or in whose names a brokerage
account is to be established) as set forth below.
3. Payment and Delivery of Subscription. All checks in payment of
Subscriptions shall accompany this Subscription Agreement and shall be payable
to "Crescent Banking Company." All shares subscribed and made available to the
undersigned Subscriber by the Company must be paid in full before the Company
will be obligated to issue any Common Stock in respect of such subscription.
Subscription Agreements and checks in payment for Common Stock subscribed should
be delivered or mailed to Attn: Mr. J. Xxxxxx Xxxxxx, Xx., Crescent Banking
Company, 000 Xxxxxxx 000, Xxxxxx, Xxxxxxx 00000. The offering period for the
Common Stock will terminate sixty (60) days after the date of the Prospectus,
but the Company reserves the right to extend the Offering for one thirty (30)
day period in its sole discretion.
4. Allocation of Shares. The Subscriber understands and agrees that
the Company has, in its sole discretion, the right to allocate shares among
Subscribers, and to accept or reject subscriptions in whole or in part.
5. Delivery of Certificates. As a convenience to the Subscriber,
unless the Subscriber indicates otherwise in the space provided below, the
Subscriber will receive physical delivery of the certificate, registered in his
name, as indicated in this Subscription Agreement.
6. Miscellaneous. The Subscriber confirms that all information
supplied by it is true, accurate, and complete, and shall constitute
representations, warranties, and covenants which shall survive the execution,
delivery, and acceptance of this Subscription Agreement and the issuance and
delivery of the Common Stock to the Subscriber or his broker. When accepted by
the Company, this Subscription Agreement shall bind the Subscriber and his
successors and assigns, personal and legal representatives, and heirs to pay for
all shares subscribed. The Subscriber may not assign or transfer this
Subscription Agreement or any interest herein, and this Subscription Agreement
may not be revoked by the Subscriber. Headings used herein are for convenience
of reference only and shall not be considered in construing the terms of this
Subscription Agreement. This Subscription Agreement shall be governed by, and
construed in accordance with, the laws of the State of Georgia.
Common Stock purchased by the undersigned shall be registered as
listed below. In the absence of any contrary instructions, all shares
subscribed by two or more individuals will be registered to such persons as
joint tenants with rights of survivorship. (If certificates for shares are to
be issued, or a brokerage account
is to be established, in more than one name, please specify whether ownership is
to be as tenants in common, joint tenants, etc. If certificates for shares are
to be issued in the name of one person for the benefit of another, or in a
person's Individual Retirement Account (or other qualifying retirement account),
please indicate whether registration should be as trustee, custodian, or holder
of an XXX/Retirement Account for each person, and if as trustee, please provide
the full name and date of such trust.)
IN WITNESS WHEREOF, the undersigned, acting with full authority and
capacity has executed, or caused to be executed, this Subscription Agreement.
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Number of shares of Name(s) of Subscriber(s):
Common Stock subscribed: _________________
______________________________________
Total Subscription Price
(at $___ per share): $_____________________ ______________________________________
Please PRINT or TYPE exact name(s) in which the
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undersigned desires Common Stock to be registered
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Please indicate the form of ownership the undersigned desires for the
Common Stock:
[_] Individual [_] Tenants in Common [_] Joint Tenants with Rights of Survivorship
[_] Trustee [_] Custodian [_] Beneficiary of XXX/Retirement Account
[_] Corporation [_] Partnership [_] Other __________________________
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SUBSTITUTE FORM W-9
Under the penalties of perjury, I certify that: (1) the Social Security Number
or Taxpayer Identification Number given below is correct; and (2) I am not
subject to backup withholding either because I have not been notified that I am
subject to backup withholding as a result of a failure to all interest or
dividends, or because the Internal Revenue Service has notified me that I am no
longer subject to backup withholding. Instructions: You must cross out #2 above
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if you have been notified by the Internal Revenue Service that you are subject
to backup withholding because of under reporting interest or dividends on your
tax return and if you have not received a notice from the Internal Revenue
Service advising you that backup withholding due to notified payee under
reporting has terminated.
Signature*___________________________________ Date:_______________________, 2001
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PLEASE SIGN AND PROVIDE THE REQUESTED INFORMATION ON NEXT PAGE
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Subscriber #1 Subscriber #2 (if any)
_______________________________________ _______________________________________
Signature* Date Signature* Date
_______________________________________ _______________________________________
Social Security or Federal Taxpayer Social Security or Federal Taxpayer
Identification No. Identification No.
_______________________________________ _______________________________________
Residence Xxxxxx Xxxxxxx/Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx/Xxxxx
_______________________________________ _______________________________________
City and State Zip City and State Zip
_______________________________________ _______________________________________
Area Code and Telephone Number Area Code and Telephone Number
* If a corporation, please sign in full corporate name by president or other
authorized officer. When signing as officer, attorney, custodian, trustee,
administrator, guardian, etc., please give your full title as such. In case of
joint tenants, each person must sign.
DO NOT WRITE BELOW THIS LINE
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Accepted as of this ______ day of ___________________, 2001, as to ____________
shares of Common Stock.
CRESCENT BANKING COMPANY
By:____________________________________________
Name:__________________________________________
Title:___________________________________________
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