ROEX, INC.
SUBSCRIPTION AGREEMENT
1. SUBSCRIPTION. The undersigned hereby subscribes to purchase
___________ shares of the common stock, no par value (the "Common Stock"), of
Roex, Inc. (the "Company") for a purchase price equal to $5.00 per share or
$______________ total. A check payable to "Roex, Inc. Subscription Account" in
the full amount of the purchase price is enclosed with this Subscription
Agreement.
2. SUBSCRIPTION FUNDS. The undersigned understands that the subscription
funds will be held in an escrow account at [BANK] ("Escrow Agent") or in a
segregated account established for such purpose by the Company, if such funds
are received after the initial closing on the Common Stock has taken place. In
the event this Subscription Agreement is rejected in whole by the Company, or if
subscriptions for a minimum of 500,000 shares have not been received and
accepted by the Escrow Agent, the funds will be promptly returned to the
undersigned without interest or deduction, and this Subscription Agreement will
be null and void. In the event this Subscription Agreement is accepted, in whole
or in part, the funds deposited in the escrow account or the segregated
subscription account will be paid over to the Company at a closing and applied
as described in the Prospectus (and any amounts which the undersigned has
tendered in excess of the cash subscription for the Shares allocated to the
undersigned will be returned).
3. ACKNOWLEDGEMENT. The undersigned acknowledges that, prior to signing
this Subscription Agreement, he or she has received the Prospectus describing
the offering of shares of Common Stock by the Company and has carefully reviewed
the risks of, and other considerations relevant to, a purchase of the Common
Stock, including those described under the caption "Risk Factors" in the
Prospectus.
4. SUBSCRIPTION IRREVOCABLE. This Subscription Agreement is not
transferable or assignable and is irrevocable, except that the execution and
delivery of this Subscription Agreement will not constitute an agreement between
the undersigned and the Company until this subscription is accepted on behalf of
the Company. This Subscription Agreement shall survive the death or disability
of the undersigned and shall be binding upon the undersigned's heirs and legal
representatives.
The undersigned hereby executes this Subscription Agreement as of
the ______ day of _____________________, 2000, at _____________________,
(city)
_____________.
(state)
SUBSTITUTE FORM W-9
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBERS
Under the penalties of perjury, I certify that: (1) the Social Security Number
or Taxpayer Identification Number given below is correct; and (2) I am not
subject to backup withholding. INSTRUCTION: YOU MUST CROSS OUT NUMBER 2 ABOVE IF
YOU HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX
RETURN.
MAIL TO:
Signature:___________________________
Print Name:__________________________
Federal Employer Identification Number:_____________________________
Social Security Number:_____________________________________________
Street Address:_____________________________________________________
City, State and Zip Code: __________________________________________
Telephone Number: ____________________
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
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TABLE OF CONTENTS
PAGE
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Prospectus Summary.............................................................
Risk Factors...................................................................
Use of Proceeds................................................................
Dividend Policy................................................................
Capitalization.................................................................
Dilution.......................................................................
Selected Financial Data........................................................
Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................
Business.......................................................................
Management.....................................................................
Certain Transactions...........................................................
Principal and Selling Shareholders.............................................
Description of Capital Stock...................................................
Shares Eligible for Future Sale................................................
Plan of Distribution...........................................................
Legal Matters..................................................................
Experts........................................................................
Additional Information.........................................................
Index to Financial Statements.................................................
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UNTIL _________, 2000 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTI8NG TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNHSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
A MINIMUM OF
500,000 SHARES
AND
A MAXIMUM OF
1,000,000 SHARES
[LOGO]
COMMON STOCK
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PROSPECTUS
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_____________, 1999