EXHIBIT 4.3
Exhibit B
Form No. 2 - Subscription
Agreement and Investment Letter
________________________________________________________________________________
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER
________________________________________________________________________________
_______________, 2002
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇, President Rub A Dub Soap, Inc. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
In connection with your offer and my purchase of ____________ shares (the
"Shares") of common stock, $.001 par value per share, as described in the
Confidential Offering Memorandum to which this Form No. 2 is attached, of Rub A
Dub Soap, Inc., a Colorado corporation, at a subscription price of $.20 per
share (for an aggregate purchase price payable by me of $___________), I hereby
represent, warrant, covenant and agree with you that at the time of such offer
and purchase and as of the date of this Subscription Agreement and Investment
Letter (the "Agreement"):
1. I am over the age of twenty-one years.
2. I represent and warrant that I am a resident of the state in which this
offer is made insofar as I occupy a dwelling within the state and I intend to
remain within the state for an indefinite period of time. Further, if the
undersigned is not a resident of the state in which the offer is made, then the
undersigned represents and warrants that he is not a resident of any other state
or possession of the United States.
3. I have read and am familiar with the Confidential Offering Memorandum of
Rub A Dub Soap, delivery of which by you to me has preceded the closing under
this Agreement and my purchase of the Shares.
4. The Shares are being acquired solely for my account and for investment
and I have no plan, intention, contract, understanding, agreement or arrangement
with any person to sell, assign, pledge, hypothecate or otherwise transfer the
Shares to any person.
5. I have sufficient knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks of investments
generally and of my investment in the Shares in particular and I AM ABLE TO BEAR
THE ECONOMIC RISK OF THIS INVESTMENT WITH FULL UNDERSTANDING THAT I CAN LOSE MY
ENTIRE INVESTMENT; AND I CAN LOSE MY ENTIRE INVESTMENT IN THE SHARES WITHOUT
PRODUCING A MATERIAL ADVERSE CHANGE IN MY STANDARD OF LIVING AS OF THE DATE
HEREOF.
6. I am in a position as regards Rub A Dub Soap and its executive officers
and directors which, based upon /___________/ business relationship,
/____________/ personal relationship, /____________/ business or financial
experience (other; specify) /____________/ /_____________/ (check appropriate
box or boxes), or based upon the business or financial experience of my
professional advisor(s) who are unaffiliated with and who are not compensated by
Rub A Dub Soap or any affiliate or selling agent of Rub A Dub Soap, has enabled
me and continues to enable me to obtain information concerning Rub A Dub Soap
and its affairs in order to evaluate the merits and risks of my investment in
the Shares and to protect my own interests in connection with the transaction. I
acknowledge that Rub A Dub Soap has made available to me and continues to make
available to me the opportunity to ask questions of and receive answers from the
sole executive officer and director of Rub A Dub Soap and other persons acting
on her behalf concerning the terms and conditions of the offer to me of the
Shares, and to obtain any additional information concerning Rub A Dub Soap to
the extent that the executive officers and directors and others possess such
information or can acquire it without unreasonable effort or expense so that I
can verify the accuracy of the information given to me at the time of the offer
and my purchase of the Shares.
7. I understand that neither the Shares nor the offer or sale thereof to me
have been registered under the Securities Act of 1933 or under any state
securities laws. I UNDERSTAND THAT NO REGISTRATION STATEMENT HAS BEEN FILED WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR WITH ANY OTHER
REGULATORY AUTHORITY AND THAT, AS A RESULT, ANY BENEFIT WHICH MIGHT NORMALLY
ACCRUE TO AN INVESTOR SUCH AS ME BY AN IMPARTIAL REVIEW OF SUCH A REGISTRATION
STATEMENT BY THE SECURITIES AND EXCHANGE COMMISSION OR OTHER REGULATORY
AUTHORITY WILL NOT BE FORTHCOMING. I understand that I cannot sell the Shares
unless such sale is registered under the Securities Act of 1933 and applicable
state securities law or exemptions from such registrations become available. In
this connection, I understand that Rub A Dub Soap will require an opinion of my
counsel to the effect that, in the event the securities are not registered under
the Securities Act, any transfer as may be proposed by me must be entitled to an
exemption from the registration provisions of the Securities Act of 1933.
8. I had no Purchaser Representative involved on my behalf in the purchase
of the Shares except as follows: (None) (If other, complete by hand in writing
and strike the word "none.")
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9. Accredited Investor. I AM _____ or I AM NOT _____ an accredited or
exempted investor based ______________________ on the qualifications below:
a. Any natural person whose individual net worth*, or joint net worth*
with that person's spouse, exceeds $1,000,000 at the time of purchase of
the shares of Common Stock;
b. Any natural person who had an individual income**, not including
the income of the investor's spouse (even if they purchase Shares of Common
Stock as joint tenants or tenants in common), in excess of $200,000 in each
of the two most recent years and who reasonably expects an income** in
excess of $200,000 in the current year;
c. Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Section
230.506(b)(2)(ii) of the Act;
d. Any investment company registered under the Investment Company Act
of 1940, as amended, or a business development company as defined in
Section 2(a)(48) of that Act; or any Small Business Investment Company
licensed by the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958, as amended;
e. Any private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940, as amended;
f. Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust or
partnership, not formed for the specific purpose of acquiring the Shares of
Common Stock, with total assets in excess of $5,000,000;
g. Any director, executive officer of the general partner of the
Company, or any director, executive officer or general partner of a general
partner of the Company;
h. Any entity in which all of the equity owners are accredited
investors under paragraphs a., b., c., d., e., f. or g. above.
------------------
*For this purpose, a person's net worth is the excess of all of the
person's assets over all of the person's liabilities. For the purposes of
determining the person's net worth, the principal residence owned by an
individual shall be valued at (i) cost, including the cost of improvements, net
of current encumbrances upon the property, or (ii) the appraised value of the
property as determined by a written appraisal used by an institutional lender
making a loan to the individual secured by the property, including the cost of
subsequent improvements, net of current encumbrances upon the property. For the
purposes of this provision, "institutional lender" means a bank, savings and
loan association, industrial loan company, credit union, personal property
broker or a company whose principal business is as a lender upon loans secured
by real property and which has such loans receivable in the amount of $2,000,000
or more.
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**For this purpose, a person's income is the amount of his individual
adjusted gross income (as reported on a Federal income tax return), increased by
the following amount: (i) any deduction for a portion of long term capital gains
(Section 1202 of the Internal Revenue Code of 1986, as amended (the "Code");
(ii) any deduction for depletion (Section 611, et seq., of the Code); (iii) any
exclusion for interest on tax-exempt municipal obligations (Section 103 of the
Code): and (iv) any losses of a partnership allocated to the individual limited
partner (as reported on Schedule E of Form 1040).
10. Non-Accredited Investor.
a. My present net worth (exclusive of home, furnishings and
automobiles) exceeds five times my contemplated investment in the Company.
b. During the previous tax year I had an annual taxable income in
excess of $__________________.
c. During the present tax year I expect to have an annual taxable
income of at least $____________________.
The subscription made by this Subscription Agreement and Investment Letter
is subject to acceptance by the Company in its sole discretion; which acceptance
shall be evidenced by the Company's signing and delivering to me at the address
set forth on the signature page hereof a fully-executed counterpart of this
Agreement. In the event that Rub a Dub Soap shall reject my subscription, the
purchase price for the shares of Common Stock shall be refunded promptly to me
without interest thereon or deduction therefrom.
Very truly yours,
Individuals execute below: Corporations, partnerships, trusts
and other entities execute below:
___________________________________ _________________________________
Name (please type or print) Name (please type or print)
____________________________________ By: _________________________________
(Signature) (Signature of authorized officer,
partner or trustee)
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Attached to and incorporated in that certain Subscription Agreement and
Investment Letter attached as Form No. 2 to that certain Confidential Offering
Memorandum of Rub a Dub Soap, Inc.
____________________________________ Attest:_______________________________
Name (please type or print) (Signature)
____________________________________ ______________________________________
(Signature) (Address)
____________________________________ ______________________________________
(Address) (Address)
____________________________________ ______________________________________
(Home Telephone) (Tax Identification Number)
Individuals execute below:
____________________________________
(Office Telephone)
____________________________________
(Social Security Number)
ACCEPTED this ___ day of ________________ , 2002.
RUB A DUB SOAP, INC.
By:_________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
ATTEST:
____________________________________
(Signature)