EXHIBIT 4.3
SUBSCRIPTION AGREEMENT
RH Investment Corporation
15760 Ventura Boulevard
Suite 1732
Encino, CA 91436
Gentlemen:
The undersigned irrevocably subscribe(s) for and agree(s) to purchase shares of
common stock, no par value per share ("Common Stock"), of Roex, Inc.
("Company"), to be registered in the name(s) of the undersigned at the address
appearing below. Delivered concurrently herewith is payment in full of $________
for ________ shares of the Common Stock subscribed for, at the price of $6.00
per share (checks made payable to "Wells Fargo Bank, Escrow Agent"). The
undersigned agree(s) that the Company has the right to reject this subscription
for any reason and that, in the event of rejection, all funds delivered herewith
will be promptly returned, without interest or deduction.
WITHHOLDING CERTIFICATION
Each of the undersigned certifies under penalty of perjury that:
(1) The Social Security Number or other Federal Tax I.D. Number entered
below is correct.
(2) The undersigned is not subject to backup withholding because:
(a) The IRS has not informed the undersigned that he/she/it is subject
to backup withholding.
(b) The IRS has notified the undersigned that he/she/it is no longer
subject to backup withholding.
NOTE: If this statement is not true and you are subject to backup withholding,
strike out section (2).
REGISTRATION OF SECURITIES
Common Stock is to be registered as indicated below. (Please type or print.)
- ---------------------- ----------------------------------------------------
Name(s) Social Security or Federal Tax ID Number(s)
- ---------------------- ----------------------------------------------------
Street Address Telephone Number
- ----------------------------------------------------------
City, State, Zip Code
1
OWNERSHIP:
[ ] Individual [ ] Marital Property
[ ] Joint Tenants with Right of Survivorship [ ] Tenants in Common
[ ] Corporation [ ] Partnership [ ] Trust
[ ] IRA / Qualified Plan [ ] Other
If Common Stock is to be registered jointly, all owners must sign. For
IRAs/Qualified Plans, the trustee must sign. Any registration in the names of
two or more co-owners will, unless otherwise specified, be as joint tenants with
rights of survivorship and not as tenants in common. Each subscriber certifies
that he/she/it has full capacity to enter into this Agreement. This subscription
is subject to acceptance by the Company and will not be accepted unless
accompanied by payment in full.
SUBSCRIBER SIGNATURES
INDIVIDUALS (All proposed record holders must sign.)
Dated: _________________________, 2000
- --------------------- ---------------------
(Signature) (Signature)
- --------------------- ---------------------
(Print or Type Name) (Print or Type Name)
CORPORATIONS, PARTNERSHIPS, TRUSTS AND IRAS/QUALIFIED PLANS (Certificate of
Signatory must be completed.)
Dated: _________________________, 2000
----------------------------------------------------
(Print or Type Name of Entity)
By:
----------------------------------------------------
(Signature of Authorized Representative)
2
CERTIFICATE OF SIGNATORY
I, , am the
----------------------------------------------------------
(Print or Type Name of Authorized Representative)
of
- ---------------------------------- ----------------------------- ("Entity").
(Print or Type Title or Position) (Print or Type Name of Subscribing Entity)
I certify that I am fully authorized and empowered by the Entity to execute this
Subscription Agreement and to purchase Common Stock, and that this Subscription
Agreement has been duly executed by me on behalf of the Entity and constitutes a
valid and binding obligation of the Entity in accordance with its terms.
------------------------------------------------------------
(Signature of Authorized Representative)
SALES AGENT
Name of Selected Placement Agent:
------------------------------------------
Name of Registered Representative:
-----------------------------------------
ACCEPTANCE
Subscription [ ] accepted [ ] rejected as of ______________________, 2000.
RH INVESTMENT CORPORATION
By:
------------------------------------------
(Signature of Authorized Officer)