SUBSCRIPTION AGREEMENT
Exhibit 99.1
TO:
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Centra Financial Holdings, Inc. | |||
FROM: |
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| 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 $10,000, and the maximum is
$25,000. 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
2007, and is taking legal title to the Subscriber’s Common Stock in the Company as
follows:
Subscriber’s Name(s)
|
Social Security Number or | |
(Type or Print)
|
Federal Employment I.D. No. |
| Street | City | State | Zip Code | |||
| Amount of Subscription: (must be at least 500 Shares) | Shares at $20.00 = $ |
Held as (check one):
Purchasing Individually
| Purchasing as Joint Tenants with right of survivorship (each owner must sign)* |
||
| 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)** |
| * | 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); (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; and (3) I am a U.S.
person (including a U.S. resident alien).
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 | |
| Printed Name | Printed Name | |
| Social Security or Employer Identification Number |
Social Security or Employer Identification Number |
THE FOLLOWING ACCEPTANCE IS TO BE
COMPLETED BY THE COMPANY
The above and foregoing Subscription Agreement is accepted this
day of
, 2007, effective as of the
day of
, 2007, for
Shares
of Common Stock.
| CENTRA FINANCIAL HOLDINGS, INC. | ||||||
| By: | ||||||
| President and Chief Executive Officer | ||||||
