Exhibit
4.4
SUBSCRIPTION AGENT
AGREEMENT
This
Subscription Agent Agreement (the “Agreement”) is made
as of ____, 2009, between Hotel Outsource Management
International, Inc., a Delaware corporation (the
“Company”), and Standard Registrar & Transfer Co.
Inc., a Utah corporation (the “Agent” or
“Standard”). All terms not defined herein shall have
the meaning abscribed to such terms in the prospectus (the
“Prospectus”) included in the Registration Statement on
Form S-1 (File No.
[ ])
filed by the Company with the Securities and Exchange Commission
(the “SEC”) on April [ ]
2009, as amended by any amendment filed with respect thereto (the
“Registration Statement”).
WHEREAS, the
Company proposes to distribute non-transferable rights to subscribe
for shares of its common stock, par value $0.001 per share (the
“Common Stock”), to the stockholders
(“Stockholders”) of record as of 5:00 p.m., New York
City time, on
[ ],
2009, or such later date as the registration statement regarding
the rights offering is declared effective by the SEC (the
“Record Date”) by issuing rights certificates or other
evidences of the subscription rights, in the form designated by the
Company (the “Rights Certificates”), pursuant to which
each Stockholder will have the subscription rights (the
“Subscription Rights”) to subscribe for shares of
Common Stock as described in and on such terms as are set forth in
the Prospectus, a final copy of which has been or, upon
availability, will promptly be delivered to the Agent;
and
WHEREAS, the
Company wishes the Agent to perform certain acts on behalf of the
Company, and the Agent is willing to so act, in connection with the
distribution of the Rights Certificates and the issuance and
exercise of the Subscription Rights to subscribe therein set forth,
all upon the terms and conditions set forth herein.
NOW, THEREFORE,
in consideration of the foregoing and of the mutual agreements set
forth herein, the parties agree as follows:
1.
Appointment. The Company hereby appoints the Agent to
act as subscription agent in connection with the distribution of
the Rights Certificates and the issuance and exercise of the
Subscription Rights in accordance with the terms set forth in this
Agreement and the Agent hereby accepts such appointment.
2. Form
and Execution of Rights Certificates. Each Rights
Certificate shall be irrevocable and non-transferable. The Agent
shall, in its capacity as transfer agent of the Company, maintain a
register of Rights Certificates and the holders of record thereof
(each of whom shall be deemed a “Stockholder” hereunder
for purposes of determining the rights of holders of Rights
Certificates). Each Rights Certificate shall, subject to the
provisions thereof, entitle the Stockholder in whose name it is
recorded to the following:
A. With respect
to Stockholders as of 5:00 p.m., New York City time, on the Record
Date only (“Record Date Stockholders”), the right to
acquire during the Subscription Period (as defined in the
Prospectus), at the Subscription Price (as defined in the
Prospectus), the number of shares of Common Stock defined in the
Prospectus for every one Right (the “Basic Subscription
Right”); and
B. With respect
to Record Date Stockholders only, the right to subscribe for
additional shares of Common Stock, subject to the limitations
contained in the Prospectus and to the allotment of such shares as
may be available among Record Date Stockholders who exercise
Over-Subscription Priveleges on the basis specified in the
Prospectus; provided, however, that such Record Date Stockholder
has exercised their Basic Subscription Rights in full (the
“Over-Subscription Privilege”).
3.
Subscription Rights and Issuance of Rights
Certificates.
A. Each Rights
Certificate shall evidence the Subscription Rights of the
Stockholder therein named to purchase Common Stock upon the terms
and conditions therein and herein set forth.
B. Upon the
written advice of the Company, signed by any of its duly authorized
officers, as to the Record Date, the Agent shall, from a list of
the Stockholders as of the Record Date to be prepared by the Agent
in its capacity as transfer agent of the Company, prepare and
record Rights Certificates in the names of the Stockholders,
setting forth the number of Suscription Rights to subscribe for the
Company’s Common Stock calculated on the basis of one Right
for each whole share of Common Stock recorded on the books in the
name of each such Stockholder as of the Record Date. The number of
Subscription Rights that are issued to Record Date Stockholders
will be rounded down, by the Agent, to the nearest number of full
shares of Common Stock held by each Record Date Stockholder.
Fractional Subscription Rights will not be issued. Each Rights
Certificate shall be dated as of the Record Date and may be
executed manually or by facsimile signature of a duly authorized
officer of the Agent. Upon the written advice, signed as aforesaid,
as to the effective date of the Registration Statement, the Agent
shall deliver the Rights Certificates, together with a copy of the
Prospectus, instruction letter and any other document as the
Company deems necessary or appropriate, to all Record Date
Stockholders with record addresses in the United States (including
its territories and possessions and the District of Columbia) by
first class mail.
4.
Exercise.
A. Record Date
Stockholders may acquire shares of Common Stock on the exercise of
the Basic Subscription Rights and, if the Basic Subscription Rights
are exercised in full, pursuant to the Over-Subscription Privilege
by delivery to the Agent as specified in the Prospectus of
(i) the Rights Certificate with respect thereto, duly executed
by such Stockholder in accordance with and as provided by the terms
and conditions of the Rights Certificate, together with (ii) the
estimated purchase price, as disclosed in the Prospectus, for each
share of Common Stock subscribed for by exercise of such
Subscription Rights, in U.S. dollars by money order or check drawn
on a bank in the United States, postal or express money order, in
each case payable to the order of Standard, or wire transfer of
immediately available funds to an account of Standard specified in
the Rights Certificate or instructions as to use of the Rights
Certificates.
B. Subscription
Rights may be exercised at any time after the date of issuance of
the Rights Certificates with respect thereto but no later than 5:00
p.m., New York City time, on such date as the Company shall
designate to the Agent in writing (the “Expiration
Date”). For the purpose of determining the time of the
exercise of any Subscription Rights, delivery of any material to
the Agent shall be deemed to occur when such materials are received
by the Agent specified in the Prospectus.
C.
Notwithstanding the provisions of Section 4(A) and 4(B)
regarding delivery of an executed Rights Certificate to the Agent
prior to 5:00 p.m., New York City time, on the Expiration Date, if
prior to such time the Agent receives a Notice of Guaranteed
Delivery by facsimile (telecopy) or otherwise from a bank, a
trust company or a New York Stock Exchange member guaranteeing
delivery and payment of the full Subscription Price (as defined in
the Prospectus) for the shares of Common Stock subscribed pursuant
to the Stockholder’s Basic Subscription Rights and any
additional shares of Common Stock subscribed for pursuant to the
Over-Subscription Privilege, then such exercise of Basic
Subscription Rights and Over-Subscription Privilege shall be
regarded as timely, subject, however, to receipt of the duly
executed Rights Certificate within three Business Days (as defined
below) after the Expiration Date (the “Protect
Period”). For the purposes of the Prospectus and this
Agreement, “Business Day” shall mean any day on which
trading is conducted on the New York Stock Exchange.
D. As soon as
practicable after the Expiration Date, Standard shall send to each
exercising Stockholder (or, if shares of Common Stock on the Record
Date are held by broker, custodian bank, or other nominee, to such
broker, custodian bank, or other nominee) a confirmation showing
the number of shares of Common Stock acquired pursuant to the Basic
Subscription Rights, and, if applicable, the Over-Subscription
Privilege, the per share and total purchase price for such shares,
and any excess to be refunded by the Company to such Stockholder in
the form of a check and stub, along with a letter explaining the
allocation of shares of Common Stock pursuant to the
Over-Subscription Privilege.
E. If a
Stockholder does not make timely payment of any additional amounts
due in accordance with Section 4(C), Standard will consult with the
Company in accordance with Section 5 as to the appropriate action
to be taken. Standard will not issue or deliver certificates or
Statements of Holding for shares subscribed for until payment in
full therefore has been received, including collection of checks
and payment pursuant to notices of guaranteed delivery.
5.
Validity of Subscriptions . Irregular
