Exhibit 99(b)
COMMERCEFIRST BANCORP, INC.
RIGHTS OFFERING
SUBSCRIPTION AGREEMENT
THE GENERAL TERMS AND CONDITIONS OF THE RIGHTS OFFERING, TO WHICH ALL
ORDERS ARE SUBJECT, ARE SET FORTH IN THE PROSPECTUS FOR THE RIGHTS
OFFERING. YOU ARE URGED TO CAREFULLY READ THE PROSPECTUS IN ITS
ENTIRETY PRIOR TO SUBMITTING THIS SUBSCRIPTION AGREEMENT. ALL
SUBSCRIPTIONS, ONCE SUBMITTED, ARE IRREVOCABLE.
1. (a) Rights Offering. The undersigned hereby irrevocably subscribes for
_______________________ shares of common stock of CommerceFirst
Bancorp, Inc. pursuant to the exercise of the undersigned's
subscription right at $10.50 per share.1 (b) Oversubscription
Privilege. The undersigned hereby irrevocably subscribes for
__________________ shares of common stock of CommerceFirst Bancorp,
Inc. pursuant to the exercise of the undersigned's oversubscription
privilege, subject to the availability of such shares, at $10.50 per
share.2 Note: You may exercise the oversubscription privilege only if
you have elected to purchase the full number of shares allocated to you
in the rights offering..
2. Purchase Price and Manner of Payment. The undersigned hereby submits
herewith, by means of a
|_| personal check, |_| cashier's or bank check, or |_| money order,
in each case payable to "CommerceFirst Bancorp, Inc. Escrow Account",
or by wire transfer to the CommerceFirst Bancorp, Inc. Escrow Account
from account number _______________ at __________________________ (name
of bank), routing number __________________ payment in the amount of
$_________________________ ($10.50 multiplied by the total number of
shares subscribed for in 1(a) and 1(b) above), in full payment of the
offering price of the shares subscribed for.3
3. Registration of Certificates. All shares subscribed for will be
registered in exactly the same manner as the undersigned's shares of
common stock which gave rise to the undersigned's subscription rights.
4. Deadline. This subscription agreement and payment in full of the
subscription price must be actually received by CommerceFirst Bancorp,
Inc., and any payments must clear, NO LATER THAN 5:00 P.M., EASTERN
TIME, ON 2005.
5. The undersigned acknowledges and agrees that:
(a) The undersigned has received a copy of CommerceFirst Bancorp,
Inc.'s prospectus dated , 2005. 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.
--------------------------
1 Subject to maximum subscription of 1 share for each 4.69 shares owned
of record as of the close of business on the record date, or 0.2132
multiplied by the number of shares registered in the undersigned's name
as of the record date, rounded to the next higher whole share.
2 Subject to reduction in the event that the offering is oversubscribed.
3 If the aggregate subscription price paid does not equal the total
number of shares subscribed for pursuant to the rights and the
oversubscription privilege, or if no number of shares is specified, you
will be deemed to have to subscribed for shares of common stock to the
full extent of the payment tendered.
(over)
_______________________________________________________________
Exact name of Shareholder(s) as it appears on stock certificate
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Address of Shareholder
SIGNATURE:
_______________________________________________________________________________
(Signature(s) of subscriber(s) exactly as name(s) appear above)
Dated: __________________, 2005
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
as to such person.
Name (please print):___________________________________________________________
Capacity (Full title):_________________________________________________________
Address (including ZIP):_______________________________________________________
Business Telephone Number (including area code):_______________________________
Taxpayer identification or Social Security Number:_____________________________
ACCEPTANCE OF PAYMENTS: Payments will be deemed to have been received only upon
the (i) clearance of any uncertified check, or (ii) receipt 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.
FRACTIONAL SHARES: Fractional shares will not be sold. Shareholders may round
any such fraction up to a full share.
CONTACTING US: Our address CommerceFirst Bancorp, Inc., 0000 Xxxx Xxxxxx, Xxxxx
000, Xxxxxxxxx, Xxxxxxxx 00000, and our telephone number is (000) 000-0000.
Please contact Xxxxxx Xxxxxx, our Chief Financial Officer, with any questions
regarding the rights offering.
RESERVATION OF RIGHTS: 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 CommerceFirst Bancorp, Inc. CommerceFirst Bancorp,
Inc., 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.
CommerceFirst Bancorp, Inc. will not deem any subscriptions to have been made
until all irregularities have been waived or cured. CommerceFirst Bancorp, Inc.
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.
