[EZ LOGO]
SUBSCRIPTION AGREEMENT
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YOUR PROPERLY COMPLETED SUBSCRIPTION AGREEMENT MUST BE RETURNED TO:
EZ BANCORP, INC. STOCK INFORMATION CENTER, C/O TUCKER ANTHONY CAPITAL MARKETS,
P.O. BOX 4548, LANCASTER, PA 17604-4548
This Subscription Agreement, properly executed and with the correct payment,
must be received before the termination of the offering period at 12:00 noon
EST, on [DATE HERE], or the earlier termination of the offering at our
discretion in accordance with provisions described in the Prospectus that was
provided to you along with this Subscription Agreement. If we offer shares after
the offering period as described in the Prospectus, this Subscription Agreement
may be accepted, at our sole discretion, for purchases during such additional
offering period.
NUMBER OF SHARES
Please fill in the number of shares of Common Stock that you wish to purchase
and the total purchase price. The purchase price is $10.00 per share. The
minimum order is 500 shares. The maximum number of shares that may be purchased
is 56,250 shares per individuals or group of individuals acting together. We
reserve the right to waive these purchase limitations, at our sole discretion,
on a case-by-case basis.
STOCK REGISTRATION
Please print the name(s) in which you want the stock registered. Enter the
Social Security Number or Tax I.D. Number of one of the registered owners. Only
one number is required. Indicate the manner in which you wish to take ownership
by checking the appropriate box below. If necessary, check "other" and specify
the type of ownership desired. If the stock is purchased for a trust, the date
of the trust agreement and trust title must be indicated below.
PAYMENT
Please enclose a check, bank draft or money order made payable to "[NAME OF
ESCROW AGENT], escrow agent for eZ Bancorp, Inc." in the amount of the total
purchase price. All subscription amounts received and accepted by the Company
will be deposited into a non-interest bearing escrow account at [ESCROW AGENT].
Payment may be made by wire transfer by making advance arrangements with the
Stock Information Center at (xxx) xxx-xxxx.
TELEPHONE NUMBERS
Please enter a daytime and an evening telephone number where we may contact you
in the event that we cannot process your Subscription Agreement as received.
ACKNOWLEDGMENT
Please sign and date this Subscription Agreement where indicated on the next
page. When subscribing as a custodian, corporate officer, or other
representative of an entity, please add your signature and title where
indicated.
Total
Number of Price Per Purchase
Shares Share Price
____________ x $10.00 = $______________
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Form of stock ownership (check one):
[ ] Individual
[ ] Joint Tenants WROS
[ ] Tenants in Common
[ ] Corporation
[ ] Fiduciary/Trust Under Agreement dated____________
[ ] Partnership
[ ] Uniform Gift to Minors
[ ] Individual Retirement Account
[ ] Other ______________________
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Name(s) in which the stock is to be registered
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Name(s) in which the stock is to be registered
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Street Address
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City State Zip
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Social Security or Tax ID Number Evening Phone
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Daytime Phone
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FOR OFFICE USE ONLY
Date Received ___________________ Batch # _________________________
Branch-Rep. # ___________________ Order # _________________________
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*PLEASE READ THE REMAINDER OF THIS DOCUMENT
AND SIGN AS INDICATED*
*THE SHARES OF COMMON STOCK ARE NOT BANK
DEPOSITS AND ARE NOT INSURED BY THE FDIC OR
ANY OTHER GOVERNMENTAL AGENCY*
This Subscription Agreement, properly executed and with the correct payment,
must be received before the termination of the offering period. This
Subscription Agreement will be deemed received upon the date of delivery of the
Subscription Agreement, with payment, to the Company at the address set forth
above. This Subscription Agreement may be returned by mailing it in the postage
prepaid envelope.
I (We) (hereinafter referred to as the "Undersigned") acknowledge receipt of the
Prospectus dated [date here]. The Undersigned understands that, after receipt by
the Stock Information Center, this Subscription Agreement may not be modified,
withdrawn or revoked without the consent of the Company, and that the Company
has the right to accept or reject, in whole or in part, this Subscription
Agreement prior to the consummation of the offering. If this Subscription
Agreement is rejected in whole or in part, the applicable stock order funds will
be promptly returned to the prospective investor, without interest. This
Subscription Agreement is binding, after acceptance by the Company, upon the
heirs, estate, legal representatives, assigns and successors of the Undersigned
and shall survive the death, disability or dissolution of the Undersigned. The
Undersigned agrees not to transfer or assign the common stock except in
accordance with all applicable state and federal laws and regulations.
<PAGE>
Representations, Warranties, Acknowledgements and Subscription Agreements of the
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Undersigned. The Undersigned represents, warrants, acknowledges and agrees as
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follows:
(a) The Undersigned recognizes that (i) the common stock is a speculative
investment involving a high degree of risk including those set forth in the
section of the Prospectus entitled "Risk Factors;" (ii) there is no guaranty
that the Undersigned will realize any gain from the common stock; and (iii) the
Undersigned could lose the total amount of the Undersigned's investment in the
common stock; (iv) no federal or state agency has made any finding or
determination regarding the fairness of the offering of the common stock for
investment, or any recommendation or endorsement of the offering, or the
information contained in the Prospectus and (v) no information or
representations have been given to the Undersigned by representatives of the
Company or anyone else other than those which are contained in the Prospectus.
(b) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the
Undersigned is a partnership, corporation, trust or other entity, (i) the
Undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a
corporation, a certified copy of the corporate resolution(s) authorizing the
signature and a certified copy of the articles of incorporation; or if a
partnership, a certified copy of the partnership agreement); (ii) the person
executing this Subscription Agreement on behalf of the Undersigned has the full
power and authority to execute this Subscription Agreement on behalf of the
Undersigned and to make the representations and warranties made herein on its
behalf; and (iii) this investment in the Company has been affirmatively
authorized, if required, by the governing board of the Undersigned and is not
prohibited by the governing documents of the Undersigned.
Indemnification. The Undersigned acknowledges and understands the meaning and
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legal consequences of the representations and warranties which are contained
herein and hereby agrees to indemnify, save and hold the Company and its
officers, directors and counsel harmless from and against any and all claims,
actions or suits arising out of a breach of any representation, warranty or
acknowledgment of the Undersigned contained in this Subscription Agreement. Such
indemnification shall be deemed to include not only the specific liabilities or
obligations with respect to which such indemnity is provided, but also all
reasonable costs, expenses, counsel fees and expenses of settlement relating
thereto, whether or not any such liability or obligation shall have been reduced
to judgment.
The provisions in this Subscription Agreement shall be construed and enforced
according to the laws of the State of Michigan. In the event there is any
conflict between the Prospectus and this Subscription Agreement, then the terms
set forth in the Prospectus shall be controlling. This Subscription Agreement
constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof and may be amended only in writing executed by the party
to be bound thereby.
NASD AFFILIATION
Under the regulations of the National Association of Securities Dealers, Inc.
("NASD"), certain persons may not be eligible to purchase shares.
If you are an owner, director, officer, partner, agent or employee of a NASD
member firm or an associate or a member of the immediate family of any such
person, please initial the following line. ___________
If you are a senior officer of a bank, savings and loan institution, insurance
company, registered investment company, registered investment advisory firm or
any other institutional type account; or a person who is employed in the
securities department of any such institution or who otherwise may influence the
buying and/or selling of securities by any of such institutions; or a member of
the immediate family of any such person, please initial the following line.
____________
SUBSTITUTE W-9
I (We) am/are not subject to backup withholding either (1) because I (we) am/are
exempt from back-up withholding, (2) I (we) have not been notified that I (we)
am/are subject to back-up withholding as a result of a failure to report all
interest on dividends, or (3) the Internal Revenue Service has notified me (us)
that I (we) am/are no longer subject to back-up withholding. (YOU MUST CROSS OUT
2 IF THE IRS NOTIFIED YOU THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING.)
ACKNOWLEDGMENT
Under the penalties of perjury, I (we) certify that the information contained
herein, including the Social Security Number or Taxpayer Identification Number
given above, is true, correct and complete.
IF INDIVIDUAL:
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SIGNATURE DATE SIGNATURE (IF SECOND SIGNATURE
REQUIRED) DATE
IF ENTITY:
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NAME OF ENTITY
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BY: PRINT NAME/TITLE
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SIGNATURE DATE
THIS SUBSCRIPTION AGREEMENT IS NOT VALID
UNLESS SIGNED. FOR ASSISTANCE, PLEASE CALL THE
STOCK INFORMATION CENTER AT (XXX) XXX-XXXX
<PAGE>
February 2001
Dear Prospective Investor:
RE: Initial Public Offering Invitation
I am pleased to announce that eZ Bancorp, Inc. is offering Common Stock to
the general public in an initial public offering with the assistance of our
selling agent, Tucker Anthony Capital Markets. I hope you will review the
enclosed Prospectus and join us in creating a new and unique banking company.
eZ Bancorp and our planned subsidiary, eZ Community Bank (in organization),
is a new concept for financial service consumers in the state of Michigan. The
Bank will initially focus on retail deposits and bill payment services delivered
primarily over the Internet. Unlike other banks that offer products over the
Internet our strategy is to market our products and services locally instead of
nationally. We will focus our marketing efforts initially in the Grand Rapids
and Southeastern Michigan areas and gradually expand our business into the nine
most populated metropolitan markets in Michigan. We believe our larger,
out-of-state competitors have not adequately served the banking needs of our
target markets.
The foundation for eZ Bancorp is a solid management team and a strong Board
of Directors, which represents a substantial resource of financial and
intellectual capital. Our organizers, myself included, are former officers of
the previously acquired Community First Bank of Lansing, Michigan. The officers
and directors of eZ Bancorp would like to extend to you a personal invitation to
meet us and learn more about our Company at a Community Information Meeting to
be held on February xx, 2001, at the //Fill in place here//. The meeting will
begin at 7 PM and will last approximately one hour. Please call our Stock
Information Center at (xxx) xxx-xxxx for reservations.
To order shares of common stock, complete the enclosed Subscription
Agreement and return it with your payment for the shares in the enclosed
postage-paid envelope. Further details can be found in the Prospectus section
entitled "The Offering - Method of Subscription".
We are delighted to introduce this opportunity to you and hope you will
join with us as an investor and customer. Please call our Stock Information
Center if you have questions about the Company and/or the Offering or would like
to attend the Community Information Meeting. Thank you for your consideration.
Sincerely,
John W. Abbott
President and CEO
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SECURITIES. THE OFFERING IS MADE ONLY BY THE PROSPECTUS WHICH SHOULD BE READ
THOROUGHLY AND WITH CARE.
<PAGE>
[Tucker Anthony Capital Markets letterhead]
February 2001
Dear Prospective Investor:
We are pleased to announce the offering of eZ Bancorp, Inc. (the "Company")
Common Stock to our clients and the general public in a community offering.
Tucker Anthony Capital Markets is serving as selling agent for the Company in
the offering. Please review the enclosed Prospectus and other materials
carefully. If you have questions, contact the Stock Information Center at
xxx-xxx-xxxx.
Thank you for your interest.
Sincerely,
Tucker Anthony Capital Markets
