EXHIBIT 4.2
▇▇▇▇▇▇ ▇▇▇▇▇▇, INC.
SUBSCRIPTION AGREEMENT FOR SHARES OFFERED TO 2007 INVESTORS
EXPIRATION DATE: ___________, 2008
(unless otherwise extended by the Company's Board of Directors)
You may subscribe for shares of ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. (the "Company") common
stock through the offering that begins ________, 2008 and ends on ___________,
2008, unless otherwise extended by the Board of Directors (the "Board"). This
offering will only be available if any shares remain unsold after our rights
offering that we commenced on ________, 2008 and ends on _____________, 2008. To
participate in the offering, you must complete this subscription agreement and
include full payment for the shares you want to purchase. Orders received in the
offering are subject to our acceptance and are also subject to the number of
shares remaining after the rights offering. Moreover, to the extent you and
other 2007 Investors (as such term is defined in the prospectus referred to
below) submit subscriptions to purchase more shares then are available to
purchase, we will reduce your purchase on a "first come, first served" basis
based upon the number of shares of the Company's common stock that you and any
other 2007 Investors who subscribe for shares in this offering own as of April
14, 2008 (the "Record Date"). In addition, orders in the offering are subject to
rejection in whole or in part solely at the Company's discretion.
To order shares in the offering, we must receive a properly completed and
executed copy of this subscription agreement by ___________, 2008, or such later
date determined by the Board, together with a personal check, cashier's check or
money order payable to "Corporate Stock Transfer, Inc., as agent for ▇▇▇▇▇▇
▇▇▇▇▇▇, Inc.", or by wire transfer to Corporate Stock Transfer, Inc., for an
amount equal to the number of shares subscribed for multiplied by the $.10 per
share subscription price, which was the subscription price for shares in the
rights offering.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS
OFFERING, PLEASE REFER TO THE COMPANY'S PROSPECTUS DATED ___________, 2008,
WHICH IS ENCLOSED.
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably subscribes
for the number of shares of common stock indicated below, on the terms and
subject to the conditions specified in the prospectus, receipt of which is
hereby acknowledged.
1. Number of shares you are subscribing for: __________________
2. Total subscription price: (Number of shares in line 1 times
$0.10) ______________________
METHOD OF PAYMENT: Payment for the shares subscribed for above must be in
the form of cashier's check, certified check, money order, or personal check
payable to "Corporate Stock Transfer, Inc., as agent for ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc.",
or by wire transfer to Corporate Stock Transfer, Inc.
If the aggregate payment amount enclosed is insufficient to purchase the
total number of shares listed in line 1, or if payment in enclosed but the
number of shares being subscribed for is not specified, the holder of this
subscription agreement shall be deemed to have subscribed for the maximum amount
of shares that could be subscribed for upon payment of such amount. Any
remaining funds shall be mailed to the subscriber without interest as soon as
practicable.
Please indicate the form of ownership desired for the Shares:
_______ Individual _______ Corporation
_______ Joint Tenants with Right of Survivorship _______ Partnership
_______ Tenants in Common _______ Custodian
_______ Trust _______ Other (please
describe below)
--------------------------------------------------------------------------------
PLEASE PRINT OR TYPE BELOW THE EXACT TITLING IN WHICH UNDERSIGNED DESIRES THE
COMMON SHARES TO BE REGISTERED:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------- --------------------------------
Signature Date
--------------------------------------- --------------------------------
Signature of Joint Owner, if applicable Area Code and Telephone Number
--------------------------------------- --------------------------------
Street Address Social Security or Federal
Taxpayer Identification No.
---------------------------------------
City State Zip
TO BE COMPLETED BY ▇▇▇▇▇▇ ▇▇▇▇▇▇, INC.
Accepted as of _______________, 20_____, as to _______________ Shares.
_______________________________
▇▇▇▇▇▇▇ ▇▇▇▇
Chief Executive Officer
[SEE REVERSE SIDE FOR SUBSTITUTE FORM W-9]
SUBSTITUTE FORM W-9
Department of the Treasury the Internal Revenue Service
Payer's Request for Taxpayer Identification Number ("TIN")
PART I - Taxpayer Identification Number. For all accounts, enter taxpayer number
in the appropriate box. For most individuals, this is your Social Security
number. If you do not have a number or if the account is in more than one name,
contact the person identified below in the last paragraph.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II - For Payees Exempt from backup Withholding Certification - Under
penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because (a) I am exempt
from backup withholding; or (b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding as a
result of failure to report all interest or dividends; or (c) the IRS has
notified me that I am no longer subject to backup withholding.
CERTIFICATION GUIDELINES - You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).
--------------------------------------- --------------------------------
Signature Date
SUBSTITUTE FORM W-9. Each subscriber must provide a correct taxpayer
identification number ("TIN") and sign and date the Substitute W-9 . In general,
if a subscriber is an individual, the TIN is the social security number of such
individual. See the enclosed guidelines. If the correct TIN is not provided, the
subscriber may be subject to a penalty imposed by the Internal Revenue Code. For
further information regarding instructions for completing the Substitute Form
W-9 (including how to obtain a TIN if you do not have one and how to complete
the Substitute Form W-9 if shares are held in more than one name),
contact___________, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇.
