EXHIBIT 4. Form of Subscription Agreement
SENIOR CARE INDUSTRIES, INC.
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
(949) 376-3125 Fax: (949) 376-9117
NOTICE TO ALL SHAREHOLDERS OF
SENIOR CARE INDUSTRIES, INC.
Our records show that as of the date of this offering, you are a
shareholder of Senior Care Industries, Inc. and as such, pursuant to the rights
offering, you are entitled to purchase one (1) unregistered share of Rent USA,
Inc. for each five (5) shares of Senior Care Industries which you own at the
price of $.01 per share.
To take advantage of this offer, you must purchase all of the shares of
Rent USA, Inc. which are available to you and must execute and deliver to the
stock transfer agent for Rent USA, Inc., the attached Subscription Agreement.
Additionally, please note that fractional shares will not be issued.
Enclosed for your attention or for submission to your account holder is
the subscription agreement to be filled out by you or your account holder. This
Subscription Agreement together with your check for $.50 multiplied by 20% of
the number of shares in Senior Care Industries, Inc. which you own, should be
forwarded to the stock transfer agent for Rent USA, Inc. whose address appears
below:
First American Stock Transfer, Inc.
PO Box 47700
Phoenix, AZ 85068-7700
An envelope with the address of the stock transfer agent is also
attached for your convenience. PLEASE MAKE SURE THAT YOU HAVE SIGNED THE
SUBSCRIPTION AGREEMENT AND HAVE ENCLOSED YOUR CHECK.
Attached for your information is a prospectus. Do not send any money
until you have read and considered the Prospectus which sets forth your rights
and sets forth the risks which may be involved in this investment.
Sincerely,
STEPHEN REEDER
PRESIDENT
SENIOR CARE INDUSTRIES, INC.
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SENIOR CARE INDUSTRIES, INC. RIGHTS OFFERING OF
COMMON STOCK IN RENTS USA, INC.
This SUBSCRIPTION AGREEMENT made as of the date set forth hereinbelow
adjacent to the signature of the President of Rents USA, Inc., is entered into
by and between Rents USA, Inc., a Nevada corporation, hereinafter referred to as
"the Company" and the Subscriber whose name appears on the signature page
hereinbelow.
Whereas, the Subscriber is the owner of five (5) shares or multiples
thereof of Senior Care Industries, Inc. as of the record date of and is
therefore entitled to purchase one (1) share of the common stock of the Company
or multiples thereof for $.01 per share, and
Whereas, the Subscriber desires to acquire the shares of the Company,
Now Therefore, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
I. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS OF SUBSCRIBER:
1.1 Subject to the terms and conditions herein set forth, the
Subscriber hereby subscribes for and agrees to purchase such number of shares
from the Company as is set forth upon the signature page hereof at a purchase
price of $.01 per share and the Company agrees to sell such shares to the
Subscriber for said amount. A stock certificate representing the shares
purchased by the Subscriber will be delivered by the Company to the Subscriber
within ninety (90) days following receipt of payment therefor.
1.2 The Subscriber recognizes that the purchase of shares is
speculative and involves a high degree of risk in that (I) the Subscriber may
not be able to liquidate this investment in the event of an emergency; (ii)
transferability is extremely limited, and (iii) in the event of disposition, the
Subscriber could sustain a loss.
1.3 The Subscriber acknowledges that the Subscriber is able to bear the
economic risk of this investment.
1.4 The Subscriber hereby represents that the Subscriber has been
afforded the opportunity to ask questions and to receive answers from duly
authorized officers and/or other representatives of the Company concerning the
terms and conditions of the offering and any additional information which the
Subscriber may have requested.
1.5 The Subscriber acknowledges that the Subscriber has received a copy
of the Prospectus, understands that the shares being purchased are restricted
and may not be sold for a period of one year from the issue date, represents
that the Subscriber's shares are being purchased for the Subscriber's own
account, for investment and for for distribution or resale to others. The
Subscriber agrees that the Subscriber will not sell or otherwise transfer the
shares or any component part thereof unless they are registered under the Act or
unless an exemption form such registration is available.
<PAGE>
II. REPRESENTATIONS OF THE COMPANY
2.1 The Company represents and warrants to the Subscriber as follows:
a. The company is a corporation duly organized and existing under the
laws of the State of Nevada and has the corporate power to conduct the business
which it intends hereby to conduct;
b. The execution, delivery and performance of this Subscription
Agreement by the Company has been duly approved by the Board of Directors of the
Company;
c. The common shares to be sold and delivered to the Subscriber
hereunder will be duly authorized and validly issued, fully paid and
non-assessable.
2.2 The Company represents that this offering is intended to be a
non-public offering pursuant to Section 4(2) of the Securities & Exchange Act of
1933 ("the Act"), as amended, or otherwise exempted under the Act by reason of
Section 3(b) thereof and Regulation D. Rule 504 promulgated thereunder.
III. TERMS OF SUBSCRIPTION
3.1 This offering will commence on and will terminate on .
3.2 This offering requires the Subscriber to purchase all of the shares
to which the Subscriber is entitled hereunder. No fractional shares will be
issued.
3.3 The Subscriber hereby agrees to purchase each share for $.50 per
share.
IV. MISCELLANEOUS
4.1 Any notice or other communication hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, to First
American Stock Transfer, Inc., Post Office Box 47700, Phoenix, Arizona
85068-7700, Attention: Phil Young and to the Subscriber at the address listed on
the signature page of this Subscription Agreement. Notices shall be deemed to
have been given on the date of mailing, except notices of change of address
which shall be deemed to have been given when received.
<PAGE>
4.2 This Agreement shall not be changed or amended except by a writing
signed by all of the parties and this Agreement may not be discharged except by
performance in accordance with its terms or by a writing signed by the party to
be charged.
4.3 This Agreement shall be binding upon and inure to the benefit of
the respective heirs, legal representatives, successors and assigns. This
Agreement sets forth the entire agreement between the parties as to the subject
matter thereof and merges and supercedes all prior discussions, agreements or
understandings of any and every nature between them.
4.4 This Agreement and its validity, construction and performance shall
be governed by the laws of the State of California.
4.5 This Agreement may be executed in counterparts. Upon the execution
and delivery of this Agreement by the Subscriber, this Agreement shall become
effective and a binding obligation of the Company and the Subscriber with
respect to the purchase in issuance of the shares as herein provided.
4.6 The check for $.50 multiplied by the number of shares subscribed
should be made payable to Rents USA, Inc. and mailed together with the executed
Subscription Agreement to First American Stock Transfer, Inc., Post Office Box
47700, Phoenix, Arizona 85068-7700. All monies received shall be held in escrow
until the close of this offering.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year hereinbelow written:
RENT USA, INC.
By:
--------------------
Charles C. Hooper
President
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First American Stock Transfer, Inc. will act as Escrow and Receiving Agent for
the above mentioned Rights Offering. Upon the expiration of the offering, First
American will furnish a list of the Subscribers with the appropriate number of
shares to the Company and the Transfer Agent for the Company which will then be
issuing Agent for the Rights Offering.
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Name of Subscriber:
-----------------------
By:____________________
Signature of Subscriber
Address of Subscriber:
Number of Shares
Subscribed:______________
PLEASE DIVIDE THE NUMBER
OF SHARES OWNED IN SENIOR
CARE BY 5 AND ROUND DOWN
ALL FRACTIONAL SHARES
$------------------------
Amount of Payment
PLEASE MULTIPLY THE
NUMBER OF SHARES
SUBSCRIBED BY $.01
