EXHIBIT 4.3
LIFESCIENCES OPPORTUNITIES INCORPORATED
SUBSCRIPTION AGREEMENT FOR COMMON STOCK
CHECKS SHOULD BE MADE PAYABLE TO
"XXXXXX XXXXX SECURITIES, INC. - LIFESCIENCES OPPORTUNITIES INCORPORATED ESCROW"
Important representations are made on this form. Please read carefully. Please
type or print clearly.
1. INVESTMENT
Multiply the dollar amount of the investment by the number of Shares to be
purchased ($6.00 x No. of Shares).
________________ x $6.00= ____________________
Investment Number of Shares Amount of Investment
2. OWNERSHIP
PLEASE CHECK ONE
[_] Individual [_] Tenants in Common [_] Taxable Trust
[_] XXX [_] Community Property [_] Xxxxx
[_] Joint Tenants [_] Partnership [_] Non-taxable Trust
[_] Corporation [_] Pension/Profit Sharing Plan [_] LLC
UGMA/State of ____________________
Other, explain: _____________________
3. REGISTERED OWNER
(Name of Qualified Plan, Trust, Partnership or Corporation if applicable. Give
both names if jointly held. Include account number if custodial account.)
Investor 1 Mr. Mrs.
________________________________________________________________________________
Last Name(s) First Name(s) Middle Initial
_______________________________________
Tax ID Number or Social Security Number
________________________________________________________________________________
Mailing Address Street
________________________________________________________________________________
City State Zip Code
_______________________________________
Phone Number
1
Investor 2 Mr. Mrs.
________________________________________________________________________________
Last Name(s) First Name(s) Middle Initial
_______________________________________
Tax ID Number or Social Security Number
________________________________________________________________________________
Mailing Address Street
________________________________________________________________________________
City State Zip Code
_______________________________________
Phone Number
4. INVESTOR REPRESENTATIONS
(Each of the following MUST BE INITIALED BY INVESTOR):
____ I have received a copy of the Prospectus dated ____________ and
supplements (if any) of the Company.
____ I received the Prospectus before I signed this Subscription Agreement.
Your broker is obligated to provide you with a copy of the Prospectus before you
subscribe. We are prohibited from selling the Shares to you until after you
receive the Prospectus. If you did not receive the Prospectus in advance, you
have the right to withdraw your subscription.
5. INVESTOR SIGNATURES AND CERTIFICATIONS
IMPORTANT--FORM W-9 CERTIFICATION INSTRUCTIONS: YOU MUST CROSS OUT ITEM (2)
BELOW IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING BECAUSE OF UNDERREPORTING 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). 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 I have not been
notified by the Internal Revenue Services (IRS) that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject or
backup withholding.
IMPORTANT--CHECK ONE
____ I AM A UNITED STATES CITIZEN
____ I AM A FOREIGN INVESTOR
I/WE ARE AUTHORIZED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF THE
PERSON(S) OR (ENTITY LISTED IN 3 ABOVE) NEITHER A BROKER, DEALER, INVESTMENT
ADVISOR NOR ANY OF THEIR AGENTS MAY SIGN ON BEHALF OF AN INVESTOR.
2
INVESTOR 1
_____________________________________
Signature
_____________________________________
Print Name & Capacity
INVESTOR 2
_____________________________________
Signature
_____________________________________
Print Name & Capacity
6. BROKER/DEALER INFORMATION
(Please type or print)
_____________________________________
Broker/Dealer Firm
_______________________________________________________
Rep Name Rep Number
_______________________________________________________
Address Street
_______________________________________________________
City State Zip Code
_____________________________________
Phone
PLEASE MAKE CHECK PAYABLE TO
"XXXXXX XXXXX SECURITIES, INC. - LIFESCIENCES OPPORTUNITIES INCORPORATED ESCROW
FOR OFFICE USE ONLY
Lifesciences Opportunities Incorporated
hereby accepts this Subscription Agreement on
_____________________________________
_______________________________________________________
By: Authorized Representative
_______________________________________________________
Its:
_______________________________________________________
Amount
_______________________________________________________
Admit Date
3
_______________________________________________
Check Number
_______________________________________________
Date of Wire
SUBSCRIPTION AGREEMENT INSTRUCTIONS
INVESTOR INSTRUCTIONS
To purchase Shares, complete and sign the Subscription Agreement and deliver it
to your broker, together with your check or have your broker debit your
brokerage account.
YOUR CHECK SHOULD BE MADE PAYABLE TO: "XXXXXX XXXXX SECURITIES, INC. -
LIFESCIENCES OPPORTUNITIES INCORPORATED ESCROW." In order to invest, all
information requested on the Subscription Agreement must be completed.
1. INVESTMENT. The Company is offering shares of its Common Stock. Insert the
number of shares to be purchased, multiply the dollar amount of the investment
($6.00 x No. of Shares).
2. OWNERSHIP. Check the appropriate box indicating the manner in which title
is to be held. Please note that the box checked must be consistent with the
number of signatures appearing in Section 6. In the case of partnerships,
corporations, custodianships or trusts, the box checked must be consistent with
the legal title (registration).
PARTICIPANTS IN IRAS AND XXXXX PLANS SHOULD NOTE THE PURCHASE OF SHARES DOES NOT
IN ITSELF CREATE THE PLAN; YOU MUST CREATE THE PLAN THROUGH A BONA FIDE
CUSTODIAN OR TRUSTEE WHO WILL ALSO SIGN THE SUBSCRIPTION AGREEMENT ABOVE.
3. REGISTERED OWNER. Please type or print the exact name (registration) that
should appear on the account. If the investor is an individual, a partnership or
a corporation, please include in this space the complete name and title in which
the investment is to be held. If the investor is a trust such as an XXX or Xxxxx
Plan, please include the name and address of the trustee and the trust name. In
the case of a trust or custodian investment including IRAs, Xxxxx Plans and
other trusts or custodianships, quarterly distributions and investment
correspondence will normally be sent to the trustee or custodian at the mailing
address. The plan participant will receive correspondence at home. ALL ACCOUNTS
MUST SUPPLY THE INVESTOR RESIDENTIAL ADDRESS AND ALL INVESTORS MUST MAKE THE
INVESTOR REPRESENTATIONS SET FORTH IN BLOCK 6 (FOR BLUE SKY REGISTRATION
PURPOSES).
4. INVESTOR REPRESENTATIONS. To comply with securities regulations, the
investor MUST make the representations in this Subscription Agreement. ALL
SPACES MUST BE INITIALED BY THE INVESTOR.
5. INVESTOR CERTIFICATIONS. IRS regulations require our escrow bank to have
the W-9 CERTIFICATION completed for all investors. This certifies that the
taxpayer is not subject to backup withholding. If certification is not
completed, the escrow agent must legally withhold, and pay to the IRS, 20% of
the taxpayer's escrow interest. Read the Subscription Agreement carefully for
additional W-9 Certification Instructions. If the investor is a Nonresident
Alien or Individual, Foreign Corporation, Foreign Partnership or Foreign Trust
or Estate, please check the FOREIGN STATUS CERTIFICATION box. TO AUTHORIZE THE
INVESTMENT, sign in the space(s) provided. If title is to held as joint tenancy
or tenants in common, at least two signatures are required. In the case of
community property, only one investor signature is required. ALL INVESTORS
AND/OR PLAN PARTICIPANTS MUST PROVIDE SOCIAL SECURITY NUMBERS. Trusts,
corporations, partnerships, custodians and estates MUST ADDITIONALLY FURNISH a
tax identification number.
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