Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks Exhibit 4.3 Form of Subscription Agreement From 11/11/99 Rule 506 Offering and Terms of Offering Pages From Private Placement Memorandum, Dated November 11, 1999, Describing Rights of...
Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxxQuickLinks
Exhibit 4.3 Form of Subscription Agreement From 11/11/99 Rule 506 Offering and Terms of Offering Pages From Private Placement Memorandum, Dated November 11, 1999, Describing Rights of Subscribers
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(k)Undersigned
is an (Please check the appropriate box):
Accredited
Investor: [ ]
Non-Accredited
Investor: [ ]
4. Indemnification. The undersigned acknowledges that he understands the meaning and legal consequences of the
representations and warranties contained in Paragraph 3 hereof, and he hereby indemnifies and holds harmless the Company, agents, employees and affiliates, from and against any and all losses,
claims, damages or liabilities due to or arising out of a breach of any representations(s) or warranty(s) of the undersigned contained in this Agreement.
5. No Waiver. Notwithstanding any of the representations, warranties, acknowledgment or agreements made herein by the
undersigned, the undersigned does not thereby or in any other manner waive any rights granted to him under federal or sate securities laws.
6. Transferability. The undersigned agrees not to transfer or assign this Agreement, or any of his interest herein.
Further, an investor in the Shares pursuant to this Agreement and applicable law, will not be permitted to transfer or dispose of the Shares unless they are registered or unless such transaction is
exempt from registration under the Securities Act or other securities laws and in the case of the purportedly exempt sale, such investor provided (at his own expense) an opinion of counsel reasonably
satisfactory to the Company that such exemption is, in fact available.
7. Revocation. The undersigned acknowledges and agrees that his subscription for the Shares made by the execution and
delivery of this Agreement by the undersigned is irrevocable and subject to the three day right of rescission in Florida described in Section 2(c) herein, and that such subscription shall
survive the death or disability of the undersigned, except as provided pursuant to the blue sky laws of the states in which the Shares may be offered, or any other applicable state statutes or
regulations.
8. Registration Rights. This subscription is conditioned on the Company, at its sole expense, agreeing to register the
Shares subscribed for in the next primary registration on behalf of the Company or secondary registration on behalf of holders of the Company's securities that the Company makes pursuant to the
Securities Act of 1933, as amended; provided that in the event that such registration includes a primary registration on behalf of the Company, the Company shall not be required to include the shares
acquired hereby in such registration to the extent the Company determines in good faith that such inclusion would materially adversely affect the offering being made by such registration. This
subscription is further conditioned on the Company agreeing to (i) use its best efforts to register or qualify the shares acquired herein for offer or sale under state securities or blue sky
laws of such jurisdictions as the Undersigned shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable the Undersigned to consummate the proposed
sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Undersigned any prospectus included in any such registration statement, and all amendements and
supplements to such documents, in each case as soon as available and in such quantities as Undersigned may from time to time reasonably request.
9. Miscellaneous.
(a) All
notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt
requested, postage prepaid, to the undersigned at his address set forth below and to
(b) Notwithstanding
the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof
shall be construed in accordance with and shall be govern by the laws of the State of Florida.
(c) This
Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof any may be amended only by writing executed by
all parties.
(d) This
Agreement shall be binding upon the heirs, estates, legal representatives, successors and assigns of all parties hereto.
(e) All
terms used herein shall be deemed to include the masculine and the feminine and the singular and the plural as the context requires.
VIEW SYSTEMS, INC. SUBSCRIPTION AGREEMENT SIGNATURE Number of Shares Subscribed for: Amount tendered at $1.75 per Share:
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| (Signature of Subscriber) | (Signature of Spouse, or joint tenant, if any) | |||||||||||||||
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| (Printed Name of Subscriber) | (Printed Name of Spouse, or other joint tenant, if any) | |||||||||||||||
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| (Address) | (Address) | |||||||||||||||
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| (Social Security Number) | (Social Security Number) | |||||||||||||||
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APPROVED AND ACCEPTED in accordance with the terms of this Agreement on this day of , 1999.
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