Exhibit 99.4
FORM OF SUBSCRIPTION AGREEMENT
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Account # Directed Share Subscription Program #
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Record Date
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.
DIRECTED SHARE SUBSCRIPTION PROGRAM
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SUBSCRIPTION FORM
The shareholder named below is subscribing to purchase, pursuant to the terms
and conditions of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. Directed Share Subscription
Program, the number of common stock units, each unit consisting of one share of
common stock, par value $.00000002 per share, and one warrant to purchase one
share of common stock, of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. indicated above at a
Subscription Price that will be determined as outlined below. THE DIRECTED SHARE
SUBSCRIPTION PROGRAM WILL EXPIRE AT 3:00 P.M. NEW YORK CITY TIME ON THE THIRD
BUSINESS DAY AFTER THE INITIAL PUBLIC OFFERING PRICE IS DETERMINED. As described
in the preliminary prospectus accompanying this Subscription Form, each U.S.
holder of our common stock, each U.S. holder of Novogen ordinary shares and each
U.S. holder of Novogen ADRs will be eligible to purchase a minimum of 100 units.
There is no maximum on the number of units that any one eligible holder may
subscribe for under the Directed Share Subscription Program, but the units must
be purchased in round lot increments. Eligible holders are not guaranteed to
receive the full amount of units, subscribed for but are each guaranteed to
receive at least 100 units, subject to final state securities law clearance and
any other applicable restrictions.
The Subscription Price per unit under the program will be the same price
that all investors will pay in ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc.'s initial public offering.
The price per unit will be determined by negotiations between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Inc. and
the underwriter of the offering. The factors to be considered in these
negotiations are described in the preliminary prospectus accompanying this
Subscription Form under the heading "Determination of Public Offering Price."
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. currently anticipates that its initial public offering
price will be determined in November or early December 2003 but various factors
could hasten or delay this determination. Time will not permit ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Inc. to notify you directly of the Subscription Price and the expiration date
for this offering, but it will take the actions described in the accompanying
letter to publicize this information.
No offer to buy securities can be accepted, and no part of the
subscription price can be received, until the initial public offering price has
been determined and the registration statement, of which the preliminary
prospectus accompanying this Subscription Form is a part, has been declared
effective by the SEC. Any Subscription Forms or payments received before then
will be returned to you. All persons electing to subscribe for units of ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Inc. must complete the Election to Purchase on the reverse side of this
Subscription Form and return the Subscription Form, together with full payment
of the Subscription Price, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at the addresses on the
back of this Subscription Form. If you do not properly complete and sign this
Subscription Form, it may be rejected. The Subscription Form and full payment of
the Subscription Price must be received by __________ no later than 3:00 p.m.
New York City time on the third business day after the initial public offering
price is determined. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ will not honor any subscriptions
received after that time and date. If you do not wish to subscribe for units,
you do not need to return this Subscription Form. Before completing and
returning this Subscription Form, however, you are urged to read carefully the
Preliminary Prospectus mailed to you with this Subscription Form for a more
complete explanation of the offering and for information about ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Inc. If ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. cancels the initial public offering, you will
have no rights to purchase units of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. and any funds
previously submitted by you will be promptly returned without interest or
deduction.
You should not return this Subscription Form or deliver any payment until
after ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. has determined its initial public offering price.
Any subscription forms or payment received before then will be returned to you.
Once the initial public offering price has been determined, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Inc. will take the actions described in the accompanying letter
to publicize the subscription price and the date by which you must respond to
the offer that has been made to you under this program.
If you wish to subscribe for shares at that time, you should complete this
Subscription Form and deliver payment of the subscription price to ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ must receive the properly completed
and signed Subscription Form and full payment of the Subscription Price by 3:00
p.m. New York City Time, on the third business day after ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
determines its initial public offering price. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ will stop
accepting Subscription Forms after that time and date.
We suggest, for your protection, that you deliver the completed
Subscription Form and payment of the subscription price to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ by overnight or express mail courier. The addresses for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ are as follows:
By Hand Delivery: By Overnight Delivery/Express Mail Courier:
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If you wish to pay the subscription price by wire transfer, please see the
Facsimile Transmission and Wire Transfer Instructions on page __ of the letter
accompanying the Preliminary Prospectus.
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SUBSCRIPTION FORM--ELECTION TO PURCHASE
Subject to the terms and conditions of the Directed Share Subscription Program
described in the preliminary prospectus, receipt of which is hereby
acknowledged, the undersigned hereby elects to purchase shares of common stock
units of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc., Inc. as indicated below.
Number of units purchased/1/ _______________(NOTE: 100 unit minimum required;
round lot increments only)/2/
Per Share Subscription Price $___________________
Payment enclosed/3/ $___________________
/1/ If the amount enclosed is not sufficient to pay the Subscription Price for
all shares that are stated to be purchased, or if the number of shares being
purchased is not specified, the number of shares purchased will be assumed to be
the maximum number that could be purchased upon payment of such amount. Any
amount remaining after such division shall be returned to the purchaser.
/2/ Any order for less than the minimum purchase requirement will be rejected.
/3/ The Subscription Price must be paid by cash, check, wire transfer or money
order in U.S. dollars representing "good funds" payable to _______________. The
payment enclosed should equal the total shares purchased multiplied by the per
share subscription price.
Common stock units of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. will be issued promptly
following the closing of the offering. Such units will be registered in the same
manner set forth on the face of this Subscription Form. If your shares are held
in joint ownership, all joint owners must sign. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such. If signing for a corporation, an authorized officer must sign and provide
title. If signing for a partnership, an authorized partner must sign and
indicate title. Please provide
a telephone number at which you can be reached in the event that we have
questions regarding the information that you have supplied.
Daytime Telephone Number ( ) ____________________________________
Evening Telephone Number ( ) ____________________________________
e-mail address: ___________________________________________________
(IF JOINTLY OWNED, BOTH MUST SIGN)
SIGNATURE(S): ______________________________
Dated:___________________________, 2003
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NOTE: The above signature(s) must correspond with the name(s) as written upon
the face of this Subscription Form in every particular without alteration.
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SUBSTITUTE FORM W-9
DEPARTMENT OF THE TREASURY, INTERNAL REVENUE SERVICE--
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
Failure to complete this form may subject you to 31%
federal income tax withholding.
Part 1: PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER IN THE SPACE PROVIDED
AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
TIN__________________________________________________
Social Security or Employer Identification Number
Part 2: Check the box if you are awaiting a TIN [_]
Part 3: CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) the number
shown on this form is my correct taxpayer identification number (or a TIN has
not issued to me but I have mailed or delivered an application to receive a TIN
or intend to do so in the near future), (2) I am not subject to backup
withholding either because I have not been notified by the Internal Revenue
Service (the "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 to backup withholding, and (3) all other information provided
on this form is true, correct and complete.
Dated:___________________, 2003
SIGNATURE:___________________________________
You must cross out item (2) above if you have been notified by the IRS that you
are currently 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).