SUBSCRIPTION AGREEMENT To Purchase the Common Stock of T BANCSHARES, INC. 16000 Dallas Parkway, Suite 125 Dallas, Texas 75248 Attention: Patrick G. Adams, President THE METHOD OF DELIVERY OF THIS SUBSCRIPTION AGREEMENT AND ALL OTHER REQUIRED DOCUMENTS...
Exhibit
99.8
To
Purchase the Common Stock of
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
THE
METHOD OF DELIVERY OF THIS SUBSCRIPTION AGREEMENT AND ALL OTHER REQUIRED
DOCUMENTS (INCLUDING PAYMENT OF FUNDS) IS AT
THE
ELECTION AND RISK OF THE SUBSCRIBER. IF DELIVERY IS BY
MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD
BE
ALLOWED FOR TIMELY DELIVERY.
Ladies
and Gentlemen:
You
have
notified me that T Bancshares, Inc. (the “Company”) intends to offer and sell
(the “Limited Public Offering”) up to 1,002,235 shares of common stock, par
value $0.01 per share (the “Shares”), at a purchase price of $8.00 per share,
pursuant to the terms and subject to the conditions described in the Prospectus,
dated September __, 2008, as it may be supplemented and amended (the
“Prospectus”), which is incorporated into and made part of this Subscription
Agreement (the “Agreement”). I understand that the only shares available for
purchase in the Limited Public Offering are shares that are not purchased
pursuant to the Company’s rights offering, as described in the Prospectus. I
understand that the minimum subscription for offerees in the Limited Public
Offering, who were not shareholders as of July 31, 2008, is 3,125 shares
($25,000), subject to the Company’s right to waive the minimum in its sole
discretion. I understand that the maximum subscription for offerees in the
Limited Public Offering, who were not shareholders as of July 31, 2008, is
31,250 shares ($250,000), subject to the Company’s right to waive the maximum in
its sole discretion.
I
understand that the Limited Public Offering is being made to certain
individuals, at the Company’s sole discretion, who are residents of the State of
Texas and who are either “accredited investors” or “well informed”
“sophisticated investors.” Terms with their initial letter capitalized and not
otherwise defined herein have the meanings given them in the Prospectus.
I
understand that if the Limited Public Offering is terminated for any reason
before my subscription is accepted, the amount of my subscription price will
be
returned to me at my address indicated below, without interest on the returned
amount, within 30 days of termination of the Limited Public Offering. If my
subscription is accepted (whether in whole or in part), I understand that I
will
receive certificates representing the Shares as soon as practicable after the
expiration date of the Limited Public Offering.
For
purposes of the Limited Public Offering, a “bona fide resident of the State of
Texas” is an individual whose principal residence is located in Texas or a
business organization with its principal office in Texas. A business
organization formed for the purpose of acquiring securities of the Company
pursuant to the Limited Public Offering will qualify as a bona fide Texas
resident only if all of the beneficial owners of such entity are bona fide
residents of Texas. I understand that for purposes of the Limited Public
Offering, temporary residents of the State of Texas, such as military personnel,
do not qualify to subscribe for stock offered pursuant to the Limited Public
Offering.
1. Subscription.
(a) I
hereby
irrevocably subscribe to purchase from the Company the number of Shares set
forth on the signature page hereof. This subscription is submitted to the
Company in accordance with and subject to the terms and conditions described
in
this Agreement and the Prospectus.
(b) A
duly
executed and properly completed copy of this Agreement is being delivered to
the
Company, together with a check in the amount of the subscription price, which
is
$8.00, multiplied by the number of Shares for which I have
subscribed.
(c) If
my
subscription is not accepted in whole or in part by the Company, the full or
ratable amount, as the case may be, of any subscription payment received will
be
promptly refunded to me without deduction therefrom or interest thereon. I
understand and agree that the Company has the right to accept or reject this
subscription, in whole or in part, in its sole and absolute discretion. Unless
this subscription is accepted in whole or in part, or rejected in part, by
the
Company prior to the expiration date of the Limited Public Offering, as set
forth in the Prospectus, this subscription will be deemed rejected in
whole.
2. Representations
and Warranties of the Subscriber.
I
hereby represent and warrant to, and agree with, the Company as
follows:
[PLEASE
INITIAL APPLICABLE SPACE PROVIDED BELOW TO INDICATE ACKNOWLEDGMENT OF THE
FOLLOWING REPRESENTATIONS WHERE APPLICABLE]
(a) Bona
Fide Resident of the State of Texas.
I am a
bona fide resident of the State of Texas. I first learned of the investment
contemplated herein in the State of Texas, and I intend that no state securities
laws, other than those of such state, will govern this transaction. In the
event
that I cease to be a resident of Texas or cease to have my principal address
in
such state prior to purchasing and receiving evidence of ownership of the Shares
of Common Stock, I will promptly notify the Company of such change.
(b) Accredited
Investor Determination.
I am an
“accredited investor” as defined in Rule 109.13(l)(11) under the Texas
Securities Act of 1957, as amended, and have initialed the “accredited investor”
definition applicable to me (this
representation is applicable only to accredited investors):
____ (i) any
natural person whose individual net worth, or joint net worth with that person’s
spouse, at the time of his purchase exceeds $1,000,000;
____ (ii) any
natural person who had an individual or joint income with that person’s spouse
in excess of $200,000 in each of the two most recent years and reasonably
expects an income in excess of $200,000 in the current
year;
____ (iii) any
director, executive officer, or general partner of the issuer of the securities
being offered or sold, or any director, executive officer, or general partner
of
a general partner of that issuer;
-2-
____ (iv) any
person who purchases at least $150,000 of the securities being offered, where
the purchaser’s total purchase price does not exceed 20% of the purchaser’s net
worth at the time of sale, or joint net worth with that person’s spouse, for one
or any combination of the following: (A) cash; (B) securities for which market
quotations are readily available; (C) any unconditional obligation to pay cash
or securities for which market quotations are readily available which obligation
is to be discharged within five years of the sale of securities to the
purchaser; or (D) the cancellation of any indebtedness owed by the issuer to
the
purchaser;
____ (v) any
organization described in section 501(c)(3) of the Internal Revenue Code with
total assets in excess of $5,000,000;
____ (vi) any
entity in which all of the equity owners are accredited investors;
____ (viii) any
private business development company as defined in section 202(a)(22) of the
Investment Advisers Act of 1940; and
____ (ix) any
bank
as defined in section 3(a)(2) of the Securities Act, whether acting in its
individual or fiduciary capacity; any broker or dealer registered pursuant
to
section 15 of the Securities Exchange Act of 1934; any insurance company as
defined in section 2(13) of the Securities Act; any investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in section 2(a)(48) of that Act; any Small Business
Investment Company licensed by the U.S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act of 1958; or any
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974 if the investment decision is made by a plan fiduciary,
as
defined in section 3(21) of such act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000.
(c) No
Public Solicitation.
I have
a preexisting business association, friendship or family tie with the Company
or
one or more of its principals, executive officers or directors. I did not learn
of the Limited Public Offering as a result of or subsequent to any general
solicitation, advertisement, article, notice or other communication published
in
any newspaper, magazine or similar media or broadcast over the air or radio,
or
presented at any seminar or meeting.
(d) Economic
Loss and Sophistication.
I am
able to bear the economic risk of losing my entire investment in the Shares.
My
overall commitment to investments that are not readily marketable is not
disproportionate to my net worth. My investment in the Shares will not cause
such overall commitment to become excessive. Either alone or together with
my
purchaser representative, I have such knowledge and experience in financial
and
business matters that I am capable of evaluating the risks and merits of this
investment. The aggregate subscription amount of the Shares to which I am
subscribing is not more than 20% of my net worth (or joint net worth with my
spouse).
(e) Power
and Authority.
I am
authorized to enter into this Agreement and such other agreements, certificates,
or other instruments as are executed by me or on my behalf in connection with
my
obligations under this Agreement or in connection with this subscription
(collectively, “Subscriber
Agreements”),
to
perform my respective obligations under each Subscriber Agreement, and to
consummate the transactions that are the respective subjects of any Subscriber
Agreement.
-3-
(f) Economic
Loss and Sophistication.
I am
able to bear the economic risk of losing my entire investment in the Shares.
My
overall commitment to investments which are not readily marketable is not
disproportionate to my net worth. My investment in the Shares will not cause
such overall commitment to become excessive. I have such knowledge and
experience in financial and business matters that I am capable of evaluating
the
risks and merits of this investment.
(g) Access.
I
acknowledge that (i) the Company has made all documents available to me
including, but not limited to, this Agreement, a copy of all of the material
records of the Company, and any and all additional agreements, documents,
records and books that I (or my representatives) have requested relating to
an
investment in the Shares, (ii) I have had an opportunity to ask questions of,
and receive answers from, the Company or a person acting on behalf of the
Company concerning the terms and conditions of this investment, and (iii) all
questions asked by me have been adequately answered to my satisfaction. I have
had access to all information that I deem material to an investment decision
with respect to an investment in the Shares.
(h) Reliance.
I have
relied solely on independent investigations conducted by me or my advisors
in
making a decision to subscribe for and purchase the Shares and acknowledge
that
no representations or agreements have been made to me other than those
specifically set forth in this Agreement. I am not relying on any oral
representation of any officer or director of the Company or any person purported
to be acting on behalf of the Company. I am not relying on the Company with
respect to the tax and other economic considerations of an investment and have
consulted my own attorney, accountant or investment advisor with respect to
an
investment in the Shares.
(i) Speculative
Investment.
I am
aware that (i) an investment in the Shares involves numerous risk factors,
which
I have carefully considered, (ii) no federal or state agency has passed upon
the
merits of the sale of the Shares, (iii) there is expected to be no public market
for the Shares and it may not be possible for me to liquidate my investment
in
the Shares, and (iv) the Shares are a speculative investment involving a
significant degree of risk for which there is no guarantee that I will recover
my initial investment or realize any gain from any investment. I am able to
hold
the Shares indefinitely and to afford a complete loss of this
investment.
(j) Investment
Intent.
I am
acquiring the Shares for my own account for investment, and not with a view
to
any distribution, resale, subdivision, or fractionalization thereof in violation
of the Securities Act or any other applicable domestic or foreign securities
law, and I have no present plans to enter into any contract, undertaking,
agreement, or arrangement for any such distribution, resale, subdivision, or
fractionalization. The Shares are not being acquired, directly or indirectly,
as
nominee, trustee or representative of or for any other person or persons.
(k) Compliance
with Laws and Other Instruments.
The
execution and delivery of this Agreement by me, or on my behalf, and the
consummation of the transactions contemplated by this Agreement do not and
will
not conflict with or result in any violation of or default under any provision
of any agreement, certificate, or other instrument to which I am a party or
by
which I or any of my properties am bound, or any permit, franchise, judgment,
decree, statute, rule, regulation, or other law applicable to me or any of
my
businesses or properties.
-4-
(l) Performance
Guarantee.
None of
the Company, any broker or dealer, any of the officers, directors, shareholders,
partners, employees or agents of either, or any other persons, whether expressly
or by implication, has represented, guaranteed or warranted that (i) the Company
or I will realize any given percentage of profits and/or amount or type of
consideration, profit or loss as a result of the Company’s activities or my
investment in the Company; or (ii) the past performance or experience of the
management of the Company, or of any other person, will in any way indicate
the
predictable results of the ownership of the Shares or of the Company’s
activities.
(m) Effect
and Time of Representations.
The
representations, warranties and agreements made by me as set forth in this
Agreement are true, and have been complied with, as of the date of the execution
of this Agreement and will be true, and will have been complied with, until
such
time as the subscription is accepted or rejected. If in any respect such
representations, warranties or agreements are not true, or have not been
complied with, as of any date set forth in the preceding sentence, I will
promptly give written notice of such fact to the Company and will specify which
representations, warranties or agreements are not true or have not been complied
with, along with the reasons therefor. I acknowledge that the Company has relied
and will rely upon my representations, warranties and agreements as set forth
in
this Agreement and that all such representations and agreements will survive
the
issuance and delivery of the Shares hereunder and will remain in effect
thereafter. I hereby agree and acknowledge that this subscription is irrevocable
with respect to me and agree and acknowledge that the agreements and
representations herein set forth will become effective and binding upon me
and
my heirs, legal representatives, successors and assigns upon the Company’s
acceptance hereof.
3. Indemnification.
I
understand the meaning and legal consequences of the representations, warranties
and agreements set forth in this Agreement and agree to indemnify and hold
harmless the Company, its officers, directors, employees, agents and controlling
persons thereof, past, present or future, from and against any and all
liabilities, losses, costs, damages and expenses, including costs and reasonable
attorneys’ fees, arising out of or related to (i) the resale or other
distribution by me of all or any portion of the Shares in violation of the
Securities Act or of any applicable state securities laws, or (ii) any breach
of
any of my representations, warranties or agreements contained in this Agreement
or in any other document provided by me to the Company in connection with my
investment in the Shares.
4. Miscellaneous.
(a) This
Agreement, including the other documents referred to herein which form a part
hereof, contains the entire understanding of the parties hereto in respect
of
the subject matter contained herein. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those
expressly set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings among the parties with respect to such subject
matter. This Agreement may be modified only by a written instrument duly
executed by the party to be charged.
(b) All
notices or communications required or permitted to be made hereunder must be
in
writing, duly signed by the party giving such notice or communication and will
be by hand, by a nationally recognized overnight courier service, by registered
or certified mail, postage prepaid, or by facsimile transmission, receipt
confirmed, as follows (or at such other address for a party as will be specified
by like notice): (i) if to the Company, at the address set forth on the
first page hereof, or (ii) if to me, at the address set forth on the
signature page hereof. Any notice or other communication given by certified
mail
will be deemed given at the time of certification thereof, except for a notice
changing a party address which will be deemed given at the time of receipt
thereof. Any notice or other communication given by other means permitted by
this Section 4(b)
will be
deemed given at the time of receipt thereof.
-5-
(c) Neither
this Agreement, nor any interest herein, will be assignable or transferable
by
me in whole or in part except by operation of law. The representations,
warranties and agreements contained herein will be binding upon my heirs, legal
representatives, successors and assigns, and will inure to the benefit of the
Company’s successors and assignees.
(d) The
captions and headings used in this Agreement are for convenience only and do
not
in any way affect, limit, amplify or modify the terms and provisions hereof.
All
references to “Sections” contained herein unless otherwise defined herein, are
references to sections of this Agreement. Whenever the singular number is used
herein, the same includes the plural where appropriate, words of any gender
include each other gender where appropriate, and the word “person” includes an
individual or entity.
(e) This
Agreement may be executed in any number of counterparts, each of which is deemed
an original, but all of which together constitute one and the same
instrument.
(f) This
Agreement has been negotiated and will be consummated in the State of Texas
and
will be governed by and construed in all respects in accordance with the laws
of
the State of Texas applicable to contracts executed and performed solely in
such
state, without giving effect to principles governing conflicts of law. The
parties hereto irrevocably consent to the jurisdiction of the courts of the
State of Texas and of any federal court located in such state in connection
with
any action or proceeding arising out of or relating to this Agreement, any
document or instrument delivered pursuant to, in connection with or
simultaneously with this Agreement, or a breach of this Agreement or any such
document or instrument. In any such action or proceeding, each party hereto
waives personal service of any summons, complaint or other process and agrees
that service thereof may be made in accordance with Section 4(b).
Within
30 days after such service, or such other time as may be mutually agreed upon
in
writing by the attorneys for the parties to such action or proceeding, the
party
so served must appear or answer such summons, complaint or other process. Should
the party so served fail to appear or answer within such 30-day period or such
extended period, as the case may be, such party will be deemed in default and
judgment may be entered against such party for the amount as demanded in any
summons, complaint or other process so served.
(g) If
any
provision of this Agreement, or the application thereof, is for any reason
be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability will not affect any other provisions of this
Agreement, but this Agreement will be construed as if such invalid, illegal
or
unenforceable provision had never been contained herein. The parties further
agree to replace such invalid, illegal or unenforceable provision of this
Agreement with a valid and enforceable provision that will achieve, to the
extent possible, the economic, business and other purposes of the invalid,
illegal or unenforceable provision. If
any
provision of this Agreement is so broad as to be unenforceable, the provision
will be interpreted to be only as broad as is enforceable.
(h) This
Agreement does not create, and will not be construed as creating, any rights
enforceable by any person not a party to this Agreement.
-6-
IN
WITNESS WHEREOF, I have executed this Subscription Agreement as of the date
set
forth below.
Subscription
Commitment:
Number
of
Shares: __________
Subscription
Price: __________
(No.
of
Shares x $8.00)
|
TRUST
OR OTHER ENTITY
|
INDIVIDUAL
SUBSCRIBER
|
|
SUBSCRIBER
|
(and
Spouse if Joint Subscriber)
|
|
___________________________
|
____________________________________
|
|
(Name
of Entity)
|
(Signature)
|
|
|
____________________________________
|
|
|
(Print
Name)
|
|
By:
__________________________________
|
____________________________________
|
|
(Signature
and Title)
|
(Signature)
|
|
|
____________________________________
|
|
|
(Print
Name)
|
Date:
_________________, 2008
******************************************************************************
ACCEPTANCE
OF SUBSCRIPTION
(to
be
completed by and at the discretion of the Company)
The
foregoing subscription is hereby accepted by the Company on this _____ day
of
________________, 2008, with respect to the number of Shares indicated
below.
|
By:
_______________________________
|
|
|
_______________________________
|
|
|
(Print Name and Title)
|
|
|
Number
of Shares:______________
|
-7-
SUBSCRIPTION
DATA SHEET
(Please
Print or Type)
1. Name:
___________________________________________________________
2. Marital
Status: _____________________________________________________
3. Residence
Address and Telephone:
_________________________________
(Do
not use a Post Office
Box
_________________________________
Address)
_________________________________
4. Business
Address and Telephone:
_________________________________
_________________________________
_________________________________
_________________________________
5. Preferred
mailing address:
(Check
one) (
) Residence
(
) Business
(
) Other: ________________________________
________________________________
________________________________
If
the
Common Stock is to be held by more than one person, please check if to be held
as:
_____ (1) Tenants
in common
_____ (2) Tenants
by the entireties
_____ (3) Joint
tenants with rights of survivorship and not as tenants in common
_____ (4) Under
Uniform Transfer to Minors Act: If so, indicate name of Custodian:
__________________________________________________________
Name
of
Custodian
IF
THE
SHARES ARE TO BE HELD BY MORE THAN ONE PERSON AND IF NO OTHER INDICATION IS
MADE, IT WILL BE ISSUED TO THE INDIVIDUALS AS TENANTS IN COMMON.
-
8 -
FEDERAL INCOME TAX BACKUP WITHHOLDING
In
order
to prevent the application of federal income tax backup withholding, each
subscriber must provide the Company with 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
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 penalty imposed by the IRS.
Backup
withholding is not an 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.
SUBSTITUTE
FORM W-9
Under
penalties of perjury, I certify that: (i) 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), and (ii) 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.
You
must
cross out item (ii) above if you have been notified by the IRS that you are
subject to backup withholding because of underreporting 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 not longer subject to backup withholding, do not cross out item
(ii).
Each
subscriber should complete this section.
|
Signature
of Subscriber
|
Signature
of Subscriber
|
|
|
Printed
Name
|
Printed
Name
|
|
|
Social
Security or Employer
Identification
No.
|
Social
Security or Employer
Identification
No.
|
-
9
-