Exhibit 99(a)
JAMES MONROE BANCORP, INC.
SUBSCRIPTION AGREEMENT FOR OFFERING OF SHARES OF COMMON STOCK
THE TERMS AND CONDITIONS OF THE OFFERING ARE SET FORTH IN THE ACCOMPANYING
PROSPECTUS. WE URGE YOU TO CAREFULLY READ THE PROSPECTUS IN ITS ENTIRETY BEFORE
SUBMITTING THIS SUBSCRIPTION AGREEMENT. ALL SUBSCRIPTIONS, ONCE SUBMITTED, ARE
IRREVOCABLE BY THE SUBSCRIBER.
IF YOU HAVE QUESTIONS ABOUT HOW TO COMPLETE THIS SUBSCRIPTION AGREEMENT, CONTACT
RICHARD I. LINHART, THE SUBSCRIPTION AGENT FOR JAMES MONROE BANCORP, INC. AT
703.524.8100
I. Subscription for Shares of Common Stock. The undersigned hereby irrevocably
subscribes for _______________________________ shares of common stock of James
Monroe Bancorp, Inc. at the purchase price of ____ per share.(1)
II. Purchase Price and Manner of Payment. The undersigned submits herewith, by
means of a check, bank draft or money order in the amount of
$_______________________ ($_____ multiplied by the total number of shares
subscribed for in part I above), payable to "James Monroe Bancorp, Inc. Escrow
Account" full payment for the total number of shares subscribed for.
III. (a) Registration Instructions. This part must be completed with respect to
all shares purchased. If shares are to be registered in more than one manner,
complete as many Subscription Agreements as there are registrations, or attach
separate sheets providing all of the information required below with respect to
each registration, and indicating the number of shares subject to each
registration.
--------------------------------------------------------------------------------
(Name)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Address, including Street, City, County, State and ZIP Code)
Taxpayer identification or Social Security Number: __________________________
Manner in which securities are to be owned:
[_] Individual
[_] Tenants in Common
[_] Joint Tenants
[_] Retirement Account (Trustee signature and authorization required)
[_] Uniform Transfer to Minors
[_] Other _______________________ (for example, corporation,
trust or estate. If shares are purchased for a trust, the
date of the trust agreements and trust title must be
included).
(b) Special Delivery Instructions: If certificate(s) representing the
shares subscribed for is to be delivered to an address other than as indicated
in III.(a) above, please provide the delivery address below.
--------------------------------------------------------------------------------
(Name)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Address, including Street, City, County, State and ZIP Code)
-------------------
(1) Subject to a minimum subscription of 400 shares, subject to our right to
permit smaller subscriptions. Subject to reduction in the event that the
offering is oversubscribed, and to our right to reject any subscription in whole
or in part.
<PAGE>
IV. Deadline. This Subscription Agreement and payment in full of the purchase
price must be actually received by Richard I. Linhart, Subscription Agent for
James Monroe Bancorp, Inc., 3033 Wilson Boulevard, Arlington, Virginia 22201, NO
LATER THAN 5:00 P.M., EASTERN TIME, ON _________, 2000, (the "Termination Date")
subject to extension or earlier termination as set forth in the prospectus.
V. Investment Intent. By executing and submitting this Subscription Agreement,
the undersigned represents to James Monroe Bancorp, Inc. that the shares which
are being subscribed are being purchase for investment only, for the
undersigned's own account (or for the account of the persons designated in part
III above) and not for the account of others, and not with a view to resale,
distribution, or transfer. The shares are not being purchased for subdivision,
and the undersigned has no present intention, and no contract, undertaking,
agreement, or arrangement with any person or entity, to sell, pledge or
otherwise transfer (with or without consideration) to any such person or entity
any shares being subscribed for, and the undersigned has no present plans or
intention to enter into any such contract, undertaking, agreement, or
arrangement.
Name(s) of Subscriber(s):
--------------------------------------------------------------------------------
Daytime Telephone Number:
-------------------------------------------------------
Evening Telephone Number:
-------------------------------------------------------
SIGNATURE(S):
--------------------------------------------------------------------------------
(Signature(s) of subscriber(s) exactly as name(s) appear above)
Dated:
------------------------------
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 Code):
---------------------------------------------------
Business Telephone Number (including area code):
--------------------------------
Taxpayer identification or Social Security Number:
------------------------------
IN DETERMINING WHETHER TO ACCEPT ANY SUBSCRIPTION, IN WHOLE OR IN PART, WE MAY,
IN OUR SOLE DISCRETION, TAKE INTO ACCOUNT THE ORDER IN WHICH SUBSCRIPTIONS ARE
RECEIVED, A SUBSCRIBER'S POTENTIAL TO DO BUSINESS WITH, OR TO DIRECT CUSTOMERS
TO, JAMES MONROE BANK AND OUR DESIRE TO HAVE A BROAD DISTRIBUTION OF STOCK
OWNERSHIP, AS WELL AS LEGAL OR REGULATORY RESTRICTIONS.
<PAGE>
JAMES MONROE BANCORP, INC.
OHIO SUPPLEMENT TO SUBSCRIPTION AGREEMENT
THIS SUPPLEMENT MUST BE EXECUTED BY EACH INVESTOR RESIDENT IN
THE STATE OF OHIO. IF AN OHIO INVESTOR DOES NOT SIGN AND RETURN THIS
SUPPLEMENT, HIS OR HER SUBSCRIPTION WILL BE REJECTED.
The undersigned Ohio resident desires to participate in the offering by
James Monroe Bancorp, Inc. (the "Company") of shares of its common stock. In
order to induce the Company to permit the undersigned to participate in the
offering, the undersigned makes the representations and warranties set forth
below to the Company.
o The shares of common stock for which the undersigned is
subscribing will be acquired by the undersigned for investment
only, for the undersigned's own account (or for the account of
the persons designated in Part III of the subscription
agreement) and not for the account of others, and not with a
view to resale, distribution, or transfer of the same. The
shares are not being purchased for subdivision; and the
undersigned has no present intention, and no contract,
undertaking, agreement, or arrangement with any person or
entity, to sell, pledge, hypothecate or otherwise transfer
(with or without consideration) to any person or entity any
shares for which the undersigned is subscribing, and the
undersigned has no present plans or intention to enter into
any such contract, undertaking, agreement, or arrangement.
o The undersigned is aware that the common stock is thinly
traded, and that no person or entity currently offers to make
a market in the common stock on a regular basis, and that no
market may exist for the resale of the common stock following
the completion of the offering.
o The undersigned is aware of all restrictions imposed by the
Company on the shares purchased in the offering.(1)
o The undersigned acknowledges and agrees that the Company will
rely on the completeness and accuracy of these representations
and warranties in connection with sales in Ohio pursuant to
exemptions from registration under the securities laws of the
State of Ohio.
Name(s) of Subscriber(s):
--------------------------------------------------------------------------------
SIGNATURE(S):
--------------------------------------------------------------------------------
(Signature(s) of subscriber(s) exactly as name(s) appear above)
Dated:
------------------------------
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):
----------------------------------------------------------
---------------
(1) The Company has not imposed any restriction on transfer or resale on
the shares of common stock to be sold in the offering.
