Attached files
file | filename |
---|---|
S-1 - FORM S-1 - CF BANKSHARES INC. | l43172sv1.htm |
EX-5.1 - EX-5.1 - CF BANKSHARES INC. | l43172exv5w1.htm |
EX-99.8 - EX-99.8 - CF BANKSHARES INC. | l43172exv99w8.htm |
EX-99.3 - EX-99.3 - CF BANKSHARES INC. | l43172exv99w3.htm |
EX-99.7 - EX-99.7 - CF BANKSHARES INC. | l43172exv99w7.htm |
EX-99.1 - EX-99.1 - CF BANKSHARES INC. | l43172exv99w1.htm |
EX-99.2 - EX-99.2 - CF BANKSHARES INC. | l43172exv99w2.htm |
EX-99.4 - EX-99.4 - CF BANKSHARES INC. | l43172exv99w4.htm |
EX-99.6 - EX-99.6 - CF BANKSHARES INC. | l43172exv99w6.htm |
EX-99.5 - EX-99.5 - CF BANKSHARES INC. | l43172exv99w5.htm |
EX-23.1 - EX-23.1 - CF BANKSHARES INC. | l43172exv23w1.htm |
EXHIBIT 99.9
Form of Rights Certificate
The Rights Offering expires at 5:00 p.m., Eastern Time, on , 2011.
Central Federal Corporation (the Company) may extend the rights offering without notice to you
until , 2011 (such date and time, as it may be extended, the
Expiration Date).
The Company has distributed, at no charge, to each holder of record of the Companys common stock,
par value $0.01 per share (Common Stock), (each a Record Date Shareholder), as of 5:00 Eastern
Time on , 2011 (the Record Date) one subscription right
(Subscription Right) for each share of Common Stock held as of the close of business on the
Record Date. Each Subscription Right entitles a Record Date Shareholder to a basic subscription
privilege (the Basic Subscription Privilege) and an over-subscription privilege (the
Over-Subscription Privilege). The Basic Subscription Privilege of each Subscription Right gives
each Record Date Shareholder the opportunity to purchase
shares of
Company Common Stock at a subscription price of $ per share. Fractional shares of Company Common
Stock resulting from the exercise of the Basic Subscription Privilege will be eliminated by
rounding down to the nearest whole share. In the event that a Record Date Shareholder purchases
all of the shares of Company Common Stock available pursuant to the Record Date Shareholders Basic
Subscription Privilege, the Record Date Shareholder may also choose to exercise an
Over-Subscription Privilege, subject to certain limitations and subject to allotment, to purchase a
portion of any shares of Company Common Stock that are not purchased by other Record Date
Shareholders through the exercise of their Basic Subscription Privileges.
All purchasers of common stock in the rights offering will receive, without additional charge, one
warrant to purchase one additional share of common stock for each four shares purchased in the
rights offering. The warrants will be exercisable for three years following completion of the
stock offering at an exercise price of $1.00 per share. The warrants will not be transferrable, no
fractional warrants will be issued and the number of warrants issued will be rounded down. By way
of example, a purchaser purchasing four shares of common stock will receive one warrant and a
purchaser purchasing seven shares of common stock will receive one warrant, while a purchaser
purchasing eight shares of common stock will receive two warrants. The number of shares for which
warrants may be exercised and the exercise price applicable to the warrants will be proportionately
adjusted in the event the Company pays stock dividends or makes distributions of its common stock,
or subdivides, combines or reclassifies outstanding shares of its common stock such as in a stock
split or reverse stock split.
Method Of Exercise Of Rights
In order to exercise your Basic Subscription Privilege and Over-Subscription Privilege, you must
properly complete and sign this Rights Certificate on the front and back where indicated and return
it to the Subscription Agent, Registrar and Transfer Company, together with payment in full for an
amount equal to the subscription price multiplied by the total number of shares of Common Stock
subscribed for under your Basic Subscription Privilege and Over-Subscription Privilege. To be
timely, the Subscription Agent must receive the properly completed and executed Rights Certificate
and payment in full for the shares of Common Stock subscribed for at or before 5:00 p.m., Eastern
Time, on the Expiration Date.
Full payment for the shares of Common Stock subscribed for pursuant to your Basic Subscription
Privilege and Over-Subscription Privilege must be made payable in United States dollars by wire
transfer, personal check drawn on a U.S. bank or, bank check drawn on CF Bank, in each case payable
to Registrar and Transfer Company. You will not be paid any interest on funds paid to the
Subscription Agent regardless of whether the funds are applied to the subscription price or
returned to you.
You are advised to review the Prospectus and the Instructions as to Use of Central Federal
Corporation Rights Certificates included with this Rights Certificate. Additional copies of these
materials may be obtained from ParaCap Group, LLC, the Information Agent. The Information Agents
telephone number is (___) __-__.
Number of Rights Represented by this Rights Certificate | Maximum Number of Shares of Common Stock for Which You May Subscribe under Your Basic Subscription Privilege | |||
Control # |
||||
XXXXX XXXXX |
XXXXXXXXXX | XXXXXXXXXX |
Signature of Owner and U.S. Person for Tax
Certification
|
Signature of Co-Owner (if more than one registered holder listed) | Date (mm/dd/yyyy) | ||
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
SECTION 1: EXERCISE AND SUBSCRIPTION: The number of Subscription Rights represented by this
Rights Certificate and the maximum number of shares of common stock for which you may subscribe
under your Basic Subscription Privilege are set forth on the front of this Rights Certificate.
Please see The Rights OfferingLimit on How Many Shares of Common Stock You May Purchase in the
Stock Offering for a description of the purchase limits applicable to the rights offering. The
undersigned hereby irrevocably exercises one or more Subscription Rights to subscribe for shares of
Common Stock as indicated below, on the terms and subject to the conditions specified in the
Prospectus.
Step 1 Basic Subscription Privilege
I wish to exercise my full Basic Subscription Privilege or a portion thereof as follows:
Number
of Shares of Common Stock Subscribed for Subscription Price
|
Payment Due Under Basic | |
Under Your Basic Subscription Privilege
|
Subscription Privilege | |
X $1.00
|
= $ |
Step 2 Over-Subscription Privilege
I have exercised my full Basic Subscription Privilege and in addition to my full Basic Subscription Privilege I wish to
subscribe for additional shares under my Over-Subscription Privilege as follows:
Number of Shares of Common Stock Subscribed for Subscription Price
|
Payment Due Under Over- | |
Under Your Over-Subscription Privilege*
|
Subscription Privilege | |
X $1.00
|
= $ |
* | The maximum number of shares you may subscribe for under your Over-Subscription Privilege is equal to [____________] shares less the number of shares you subscribed for under your full Basic Subscription Privilege. |
Step 3 Total Shares and Total Amount Enclosed
Total Shares:
Subscription Price
|
Total Amount Enclosed: | |
X $1.00
|
= $ | |
Number of Shares of Common Stock
Subscribed for under Basic
Subscription Privilege (Step 1) plus Over-Subscription Privilege (Step 2) |
Total Payments Due under Basic Subscription Privilege (Step 1) plus Over-Subscription Privilege (Step 2) |
SECTION 2: SUBSCRIPTION AUTHORIZATION: I acknowledge that I have received the Prospectus for this
offering of Subscription Rights and I hereby irrevocably subscribe for the number of shares of
Common Stock indicated above on the terms and conditions set forth in the Prospectus. Note: In
addition to signing below, please also sign and date the front of this Rights Certificate where
indicated. Signature of Subscriber(s)
(address if different than that listed on this Rights Certificate)
Telephone number (including area code)
Telephone number (including area code)
SECTION 3: SPECIAL ISSUANCE INSTRUCTIONS (IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE
SECTIONS 4 AND 5): The Subscription Rights are not transferable in any way, except to affiliates
of the recipient and except by operation of law. By executing below, you hereby represent and
warrant that the person in whose name you are requesting that we issue the Common Stock is your
affiliate or is a transferee by operation of law. Evidence satisfactory to the Company that any
such permitted transfer is proper must be delivered by mail, express mail or overnight courier to
Registrar and Transfer Company at the address specified below prior to the Expiration Date.
Complete the following ONLY if the shares of Common Stock subscribed for are to be issued in a
name other than that of the registered holder.
Issue Shares to:
|
Soc. Sec. #/Tax ID#: |
Address:
|
||||||
SECTION
4: ACKNOWLEDGMENT (TO BE COMPLETED ONLY IF YOU COMPLETED
SECTION 3. IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE SECTION 5): I/We acknowledge receipt of the Prospectus and understand that, after delivery to Registrar and Transfer Company as Subscription Agent, I/we may not modify or revoke this Rights Certificate. Under penalties of perjury, I/we certify that the information contained herein, including the social security number or taxpayer identification number given above, is correct.
SECTION 3. IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE SECTION 5): I/We acknowledge receipt of the Prospectus and understand that, after delivery to Registrar and Transfer Company as Subscription Agent, I/we may not modify or revoke this Rights Certificate. Under penalties of perjury, I/we certify that the information contained herein, including the social security number or taxpayer identification number given above, is correct.
The signature below must correspond with the name of the registered holder exactly as it
appears on the books of the Companys transfer agent without any alteration or change whatsoever.
Signature(s) of Registered Holder:
|
Date: |
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 (please print).
Name:
|
Capacity: | Soc. Sec. #/Tax ID #: |
Address:
|
Phone: | |||||
SECTION 5: GUARANTEE OF SIGNATURES (TO BE COMPLETED ONLY IF YOU COMPLETED SECTIONS 3 AND 4): All
Subscription Right holders who specify special issuance or delivery instructions must have their
signatures guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15 of the
Securities Exchange Act of 1934, as amended.
Name of Firm:
|
Authorized Signature: |
Address:
|
Name: | |||||
Title: |
City, State, Zip Code:
|
||||
Area Code and Telephone Number:
|
Delivery Options for Rights Certificates
By Mail: | By Express Mail or Overnight Courier: | |
Registrar and Transfer Company
|
Registrar and Transfer Company | |
ATTN: Reorg Dept.
|
ATTN: Reorg Dept. | |
10 Commerce Drive
|
10 Commerce Drive | |
Cranford, NJ 07016
|
Cranford, NJ 07016 |
DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY
CONSTITUTE A VALID DELIVERY
Any questions regarding this Rights Certificate and Rights Offering may be directed to ParaCap
Group, LLC at [ ].
Group, LLC at [ ].