Exhibit 10.1
FORM OF
STOCK SUBSCRIPTION
AGREEMENT
UNION NATIONAL FINANCIAL
CORPORATION
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5,000 Shares
5% Non-Cumulative Non-Voting
Convertible Perpetual Preferred Stock, Series A
par value $0.25 per
share
$1,000 per share
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Submit
Subscription Agreement to:
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Union National
Financial Corporation
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Attn: Mark D.
Gainer, Chairman, President, and CEO
570 Lausch
Lane, Suite 300
Lancaster,
PA 17601
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Ladies/Gentlemen:
(I/We) (hereinafter referred to as the
“Undersigned”) subscribe and agree to purchase the
following number of shares of capital stock of Union National
Financial Corporation (the “Company”) as
follows:
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Type of Stock
(the
“Shares”)
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Number of Shares
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Price per Share
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Total Purchase Price*
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5%
Non-Cumulative Non-Voting Convertible Perpetual Preferred Stock,
Series A**
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__________
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X
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$1,000
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$ __________
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*
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The minimum
purchase of Convertible Preferred Stock is $25,000.
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**
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The maximum
purchase of Convertible Preferred Stock by any single purchaser or
multiple purchasers undercontrol of the same person is
$1,000,000.
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Enclosed is the Undersigned’s check, bank
draft or money order made payable in United States currency to the
order of “ Union National Financial Corporation
” or an authorization for withdrawal of collected funds on
deposit at Union National Community Bank in the amount of the Total
Purchase Price. The Shares should be issued in the name(s) and sent
to the address appearing at the end of this subscription
agreement.
The Subscription Agreement shall be accepted and
become an agreement binding on the Company, only if and when
executed in the name and on behalf of the Company and when notice
of execution and acceptance (which may be a copy or similar
counterpart hereof) is mailed to the Undersigned. The
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.
Subscription
Agreement is Irrevocable
Once submitted to the Company, you will have no
ability to revoke, cancel, terminate, alter or otherwise change the
Subscription Agreement, except that you will have no obligation to
pay the Company if your Subscription Agreement is rejected, in
whole or in part, by the Company.
Neither this Subscription Agreement nor any
interest therein may be transferred or assigned to any
person.
The sale of Shares for which you have subscribed
shall not occur until the Company has advised you in writing that
it has accepted your Subscription Agreement and received the
purchase price in cleared funds. The Company reserves the right, in
its sole discretion and for any reason whatsoever, to reject any
Subscription Agreement in whole or in part.
Entire
Subscription Agreement and Governing Law
The Subscription Agreement constitutes the
entire agreement among the parties hereto with respect to the
purchase of the shares. The Subscription Agreement shall
be governed by the laws of the Commonwealth of Pennsylvania
applicable to contracts made and wholly performed in that
jurisdiction and without giving effect to conflict of laws
provisions. In the event there is any conflict between
the Memorandum and any supplements thereto and this Subscription
Agreement, the terms set forth in the Memorandum and any
supplements thereto shall be controlling.
Representations and Warranties
In consideration for the Company accepting my
Subscription Agreement, I make the following representations and
warranties to the officers, directors and control persons of the
Company. The representations, warranties and other
information that I have provided to the Company are true and
accurate as of the date hereof. If any of the
representations, warranties or information becomes inaccurate at
any time prior to acceptance by the Company of the Subscription
Agreement, I promptly will give written notice to the Company at
its principal place of business explaining which representations,
warranties or information have become inaccurate and the reasons
therefor.
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I received and
read a copy of the Private Placement Memorandum dated September 16,
2009 and any supplement thereto, including all exhibits attached
thereto and documents incorporated by reference therein.
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I have
completed the attached Investment Questionnaire and represent to
the officers and directors and control persons of the Company that
I am an Accredited Investor as that term is defined in Rule 501(a)
of U.S. Securities & Exchange Commission (“SEC”)
Regulation D or have such knowledge and experience in financial and
business matters that I a
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