FIRST LIGHT BANCORP RIGHTS OFFERING SUBSCRIPTION AGREEMENT
Exhibit 4(a)
RIGHTS OFFERING SUBSCRIPTION AGREEMENT
This Rights Offering Subscription Agreement (“Subscription Agreement”) is entered into by and between First Light Bancorp, an Indiana corporation (the “Company”) and the undersigned (the “Subscriber”).
1. Subscription for Shares.
1.1 Basic Subscription Privilege. The Subscriber hereby irrevocably subscribes for ( ) shares of common stock of the Company (the “Shares”) pursuant to the exercise of the Subscriber’s Basic Subscription Privilege at $6.50 per share. Subscribers will be entitled to purchase in the Rights Offering a number of shares equal to the number of shares held of record as of the record date of September 22, 2015 divided by 1.986103, rounded down to the nearest whole number.
For Example: If you own 1,000 Shares as of the record date, your Basic Subscription Privilege permits the purchase of 503 Shares. (1,000/1.986103 = 503.4986, with fractional Shares rounded down to the nearest whole number).
1.2 Oversubscription Privilege. The Subscriber hereby irrevocably subscribes for ( ) Shares pursuant to the exercise of the Subscriber’s Oversubscription Privilege, subject to the availability of such Shares, at $6.50 per share. Subscribers may exercise the Oversubscription Privilege only if they have elected to purchase the full number of Shares allocated to such Subscriber pursuant to the Basic Subscription Privilege.
2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for Shares, Subscriber must, and Subscriber does hereby, deliver to the Company:
2.1 One (1) executed counterpart of the Signature Page attached to this Subscription Agreement;
2.2 A fully completed and executed IRS Form W-9; and
2.3 A certified check or cashier’s check drawn upon a U.S. bank in the amount set forth on the signature page attached to this Subscription Agreement, representing payment in full for the Shares desired to be purchased hereunder, made payable to the order of “First Light Bancorp.” If the aggregate subscription price paid does not equal the total number of Shares subscribed for pursuant to the Basic and the Oversubscription Privilege, or if no number of Shares is specified, the Subscriber will be deemed to have subscribed for Shares of common stock to the full extent of the payment tendered.
3. Registration of Certificates. All Shares subscribed for will be registered in the same manner as the Subscriber’s Shares of common stock which gave rise to the Subscriber’s subscription rights.
4. Deadline. This Subscription Agreement and payment in full of the subscription price must be actually received by First Light Bancorp no later than 5:00 p.m., Eastern Standard Time, on November 30, 2015.
5. Representations and Warranties of Subscriber. By executing this Subscription Agreement, the Subscriber makes the following representations and warranties to the Company:
5.1 Subscriber acknowledges that Subscriber has received a copy of and read the Company’s most recent Offering Circular, including, without limitation, the Risk Factors stated therein.
5.2 Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been taken. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
5.3 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
6. Applicable Law. This Subscription Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and wholly performed in the State of Indiana.
7. Execution in Counterparts. This Subscription Agreement may be executed in one or more counterparts and by facsimile or other electronic transmission.
8. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and Subscriber’s respective heirs, executors, administrators, successors and assigns.
9. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, three days after the date of deposit in the United States mails. The address for the Company is First Light Bancorp, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, Controller and Corporate Secretary.
10. Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.
11. Certification. The Subscriber certifies that Subscriber has read this entire Subscription Agreement and that every statement made by the Subscriber herein is true and complete.
[SIGNATURE PAGE FOLLOWS]
SUBSCRIBER SIGNATURE
The undersigned, desiring to irrevocably subscribe for the number of Shares of First Light Bancorp (the “Company”) as set forth below, acknowledges that Subscriber has received and understands the terms and conditions of the Subscription Agreement attached hereto and that Subscriber does hereby agree to all the terms and conditions contained therein.
IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the day of , 2015.
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Subscriber’s Signature |
DELIVERY INSTRUCTIONS
Delivery other than in the manner and to the address listed below will not constitute valid delivery.
If delivering by hand or overnight courier:
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, Controller and Corporate Secretary
If delivering by mail:
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, Controller and Corporate Secretary
(PLEASE PRINT OR TYPE)
Number of Shares:
Total Dollar Amount of Subscription:
Register Securities in the Name:
Tax Identification or
Social Security Number:
Address:
City, State and Zip Code:
COMPANY ACCEPTANCE OF SUBCRIPTION
In consideration of and in reliance upon the foregoing, the subscription is hereby accepted this day of , 2015.
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