THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED
BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A
PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). THIS OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS.
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SUBSCRIPTION AGREEMENT
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THIS SUBSCRIPTION AGREEMENT (this "Agreement") has been executed by the
undersigned in connection with the private placement of up to a maximum of 2,500
shares of Series B Convertible Preferred Stock, par value $0.001 (hereinafter
referred to as the "Preferred Stock"), of iLink Telecom, Inc., a corporation
organized under the laws of the State of Nevada (symbol "ILTE") (hereinafter
referred to as the "Company"). The Preferred Stock being sold pursuant to this
Agreement has not been registered under the Securities Act. In addition to such
other terms as are set forth in this Agreement, the terms on which the Preferred
Stock may be converted into shares of the Company's common stock (the "Common
Stock") and the other terms of the Preferred Stock are set forth in the
Certificate of Designation for the Preferred Stock attached hereto as Annex I
(the "Certificate of Designation"). The offer of the Preferred Stock and, if
this Subscription Agreement is accepted by the Company, the sale of Preferred
Stock, is being made in reliance upon Section 4(2) of the Securities Act. (All
dollar amounts in this Agreement are expressed in U.S. Dollars).
The undersigned Purchaser:
NAME: ___________________________________________________________
ADDRESS: ___________________________________________________________
___________________________________________________________
if applicable, a [Corporate][Partnership][Trust] organized under the laws of
________________, (hereinafter referred to as the "Purchaser") hereby represents
and warrants to, and agrees with the Company as follows:
ARTICLE 1
SUBSCRIPTION
Subscription
1.1 The undersigned Purchaser hereby subscribes to purchase __________ shares of
Preferred Stock (the "Preferred Shares"), having a purchase price of $1,000 per
Preferred Shares, at an aggregate purchase price of $_________ (the
"Subscription Funds").
Minimum Subscription
1.2 A minimum number of 50 Preferred Shares must be purchased by the Purchaser.
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Method of Payment
1.3 The Purchaser shall pay the Subscription Funds by delivering good funds in
United States Dollars by way of wire transfer of funds to the Company's
attorneys, Xxxxxx Eng Xxxx & Xxxxxxxx (the "Escrow Agent") pursuant to the terms
of the Escrow Instructions attached hereto as Annex II (the "Escrow
Instructions") concurrent with the execution and delivery of this Agreement to
the Escrow Agent. By signing this Agreement, the Purchaser and the Company each
agree to all of the terms and conditions of, and become a party to, the Escrow
Instructions attached hereto, all of the provisions of which are incorporated
herein by this reference as if set forth in full. The wire transfer instructions
are:
XXXXXX ENG LINN & XXXXXXXX TRUST ACCOUNT
Xxxxx Fargo Bank
000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
ABA No.: 000000000
Account No.: 0168-032878
On the date upon which the conditions precedent enumerated in Article 6
hereof are satisfied (the "Closing Date") the Company shall take up the
Subscription Funds and issue to the Purchaser a certificate or certificates
representing the Preferred Shares (the "Certificates") pursuant to Article 7
hereof. As stated in the Escrow Instructions, the Company and the Purchaser
agree that in the event that the Closing Date does not occur on or before
January 31, 2000 the Escrow Agent shall forthwith return the whole amount of the
Subscription Funds to the Purchaser. The Purchaser acknowledges that the
subscription for Preferred Shares hereunder may be rejected by the Company in
its sole discretion.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Representations and Warranties
2.1 The Purchaser represents and warrants in all material respects to the
Company, with the intent that the Company will rely thereon in entering into
this Agreement and in completing the transactions contemplated hereby, that:
(a) Accredited Investor. The Purchaser is an "accredited investor" as
that term is defined in Regulation D promulgated under the
Securities Act by virtue of being (initial all applicable responses)
_____ A small business investment company licensed by the U.S. Small
Business Administration under the Small Business Investment
Company Act of 1958,
_____ A business development company as defined in the Investment
Company Act of 1940,
_____ A national or state-chartered commercial bank, whether acting
in an individual or fiduciary capacity,
_____ An insurance company as defined in Section 2(13) of the
Securities Act,
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_____ An investment company registered under the Investment Company
Act of 1940,
_____ An employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, where the
investment decision is made by a plan fiduciary, as defined in
Section 3(21) of such Act, which is either a bank, insurance
company, or registered investment advisor, or an employee
benefit plan which has total assets in excess of $5,000,000,
_____ A private business development company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940,
_____ An organization described in Section 501(c)(3) of the Internal
Revenue Code, a corporation or a partnership with total assets
in excess of $5,000,000,
_____ A natural person (as opposed to a corporation, partnership,
trust or other legal entity) whose net worth, or joint net
worth together with his/her spouse, exceeds $1,000,000,
_____ Any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person
as described in Section 506(b)(2)(ii) of Regulation D,
_____ A natural person (as opposed to a corporation, partnership,
trust or other legal entity) whose individual income was in
excess of $200,000 in each of the two most recent years (or
whose joint income with such person's spouse was at least
$300,000 during such years) and who reasonably expects an
income in excess of such amount in the current year, or
_____ A corporation, partnership, trust or other legal entity (as
opposed to a natural person) and all of such entity's equity
owners fall into one or more of the categories enumerated
above;
(b) Experience. The Purchaser is sufficiently experienced in financial
and business matters to be capable of evaluating the merits and
risks of its investments, and to make an informed decision relating
thereto, and to protect its own interests in connection with the
purchase of the Preferred Shares;
(c) Own Account. The Purchaser is purchasing the Preferred Shares and
the shares of Common Stock to be issued upon the conversion of the
Preferred Shares (the "Common Shares", and together with the
Preferred Shares the "Securities") for its own account or for the
account of beneficiaries for whom the Purchaser has full investment
discretion, each of which beneficiaries is bound to all of the terms
and provisions hereof including all representations and warranties
herein. The Purchaser is purchasing the Securities for investment
purposes only and not with an intent or view towards further sale or
distribution (as such term is used in Section 2(11) of the
Securities Act) thereof, and has not pre-arranged any sale with any
other purchaser;
(d) Not Underwriter. The Purchaser is not an underwriter, or dealer in,
the Securities, and the Purchaser is not participating, pursuant to
a contractual agreement, in a distribution of the Securities;
(e) Exemption. The Purchaser understands that the offer and sale of the
Preferred Shares is not being registered under the Securities Act
based on the exemption
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from registration provided by Rule 506 promulgated under Section
4(2) of the Securities Act and that the Company is relying on such
exemption.
(f) Importance of Representations. The Purchaser understands that the
Preferred Shares are being offered and sold to it in reliance on an
exemption from the registration requirements of the Securities Act,
and that the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of the Purchaser set forth herein in order to
determine the applicability of such safe harbor and the suitability
of the Purchaser to acquire the Securities;
(g) No Registration. The Preferred Shares have not been registered under
the Securities Act and may not be transferred, sold, assigned,
hypothecated or otherwise disposed of, unless such transaction is
the subject of a registration statement filed with and declared
effective by the Securities and Exchange Commission (the "SEC") or
unless an exemption from the registration requirements under the
Securities Act, such as Rule 144, is available. The Purchaser
represents and warrants and hereby agrees that all offers and sales
of the Securities shall be made only pursuant to such registration
or to such exemption from registration;
(h) Risk. The Purchaser acknowledges that the purchase of the Securities
involves a high degree of risk, is aware of the risks and further
acknowledges that it can bear the economic risk of the Securities,
including the total loss of its investment;
(i) Current Information. The Purchaser has been furnished with or has
acquired copies of all requested information concerning the Company,
including the most recent financial statements of the Company;
(j) Independent Investigation. The Purchaser, in making the decision to
purchase the Preferred Shares subscribed for, has relied upon
independent investigations made by it and its purchaser
representatives, if any, and the Purchaser and such representatives,
if any, have prior to any sale to it, been given access and the
opportunity to examine all material contracts and documents relating
to this offering and an opportunity to ask questions of, and to
receive answers from, the Company or any person acting on its behalf
concerning the terms and conditions of this offering. The Purchaser
and its advisors, if any, have been furnished with access to all
materials relating to the business, finances and operation of the
Company and materials relating to the offer and sale of the
Securities which have been requested. The Purchaser and its
advisors, if any, have received complete and satisfactory answers to
any such inquiries;
(k) No Recommendation or Endorsement. The Purchaser understands that no
federal or state agency has passed on or made any recommendation or
endorsement of the Preferred Shares;
(l) The Purchaser. If the Purchaser is a partnership, corporation or
trust, the person executing this Agreement on its behalf represents
and warrants that
(i) he or she has made due inquiry to determine the truthfulness
of the representations and warranties made pursuant to this
Agreement, and
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(ii) he or she is duly authorized (and if the undersigned is a
trust, by the trust agreement) to make this investment and to
enter into and execute this Agreement on behalf of such
entity;
(m) Non-Affiliate Status. The Purchaser and any affiliate of the
Purchaser represent, warrant and covenant that they are not an
affiliate of the Company; and
(n) No Advertisement or General Solicitation. The sale of the Preferred
Shares has not been advertised through any article, notice or other
communication published in any newspaper, magazine, or similar media
or broadcast over television or radio; or through any seminar or
meeting whose attendees have been invited by any general
solicitation or general advertising.
Non-Merger and Survival
2.2 The representations and warranties of the Purchaser contained herein will be
true at the date of execution of this Agreement by the Purchaser and as of the
Closing Date in all material respects as though such representations and
warranties were made as of such times and shall survive the Closing Date and the
delivery of the Certificates.
Indemnity
2.3 The Purchaser agrees to indemnify and save harmless the Company from and
against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (subject to the right of the Purchaser to
defend any such claim), resulting from the breach of any representation or
warranty of such party under this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1 The Company represents and warrants in all material respects to the
Purchaser, with the intent that the Purchaser will rely thereon in entering into
this Agreement and in completing the transactions contemplated hereby, that:
(a) Listed Company Status. The Company is required to make current
filings with the SEC pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), the Common
Stock is quoted on the NASD "Bulletin Board" and the Company has
received no notice, either oral or written, with respect to its
continued eligibility for such listing;
(b) No Senior Preferred Stock. The Company does not have any issued and
outstanding shares of preferred stock other than the Preferred Stock
to be issued hereunder or to other purchasers pursuant to agreements
having the same terms as this Agreement;
(c) Terms of Preferred Stock. The terms of Preferred Stock shall be as
set forth in the form of Certificate of Designation delivered to the
Purchaser as Annex I hereto;
(d) Legality. The Company has the requisite corporate power and
authority to enter into this Agreement and to issue, sell and
deliver the Securities; this Agreement and the issuance, sale and
delivery of the Securities hereunder and the transactions
contemplated hereby have been duly and validly authorized by all
6
necessary corporate action by the Company; this Agreement and the
Securities have been duly and validly executed and delivered by and
on behalf of the Company, and are valid and binding agreements of
the Company, enforceable in accordance with their respective terms,
except as enforceability may be limited by general equitable
principles, bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, or other laws affecting creditors'
rights generally. The Securities will not subject the holders
thereof to personal liability by reason of being such holders;
(e) Proper Organization. The Company is a corporation duly organized,
validly existing and in good standing under the laws of its
jurisdiction of incorporation and is duly qualified as a foreign
corporation in all jurisdictions where the failure to be so
qualified would have a materially adverse effect on its business,
taken as whole;
(f) No Legal Proceedings. There is no action, suit or proceeding before
or by any court or any governmental agency or body, domestic or
foreign, now pending or to the knowledge of the Company, threatened,
against or affecting the Company, or any of its properties or
assets, which might result in any material adverse change in the
condition (financial or otherwise) or in the earnings, business
affairs of business prospects of the Company, or which might
materially and adversely affect the properties or assets thereof;
(g) Non-Default. The Company is not in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust or
other material instrument or agreement to which it is a party or by
which it or its property may be bound;
(h) No Misleading Statements. The information provided by the Company to
the Purchaser does not contain any untrue statement of a material
fact or omit to state any material fact;
(i) No Adverse Change. There has been no material adverse change in the
financial condition, earnings, business prospects of the Company;
(j) Absence of Non-Disclosed Facts. There is no fact known to the
Company (other than general economic conditions known to the public
generally) that has not been disclosed in writing to the Purchaser
that (i) could reasonably be expected to have a material adverse
effect on the condition (financial or otherwise) or in the earnings,
business affairs, business prospects, properties or assets of the
Company; or (ii) could reasonably be expected to materially and
adversely affect the ability of the Company to perform its
obligations pursuant to this Agreement;
(k) Transfer Restrictions. Upon the conversion of the Preferred Shares
pursuant to this Agreement and the Certificate of Designation, and
provided that a registration statement in respect of the Common
Shares is in effect as required under all applicable securities
laws, such Common Shares shall be freely transferable on the books
and records of the Company. In the event conversion is effected
prior to effectiveness of a registration statement, or in compliance
with Rule 144, the certificates representing the Common Shares shall
bear the legend stated in Article 5 hereof; and
(l) Non-Contravention. The execution and delivery of this Agreement and
the consummation of the issuance of the Securities and the
transactions contemplated
7
by this Agreement do not and will not conflict with or result in a
breach by the Company of any of the terms or provisions of, or
constitute a default under the Articles of Incorporation or By-laws
of the Company, or any indenture, mortgage, deed of trust, or other
material agreement or instrument to which the Company is a party or
by which it or any of its properties or assets are bound, or any
existing applicable decrees, judgment or order of any court, Federal
or State regulatory body, administrative agency or other domestic
governmental body having jurisdiction over the Company or any of its
properties or assets.
Non-Merger and Survival
3.2 The representations and warranties of the Company contained herein will be
true at the date of execution of this Agreement by the Company and as of the
Closing Date in all material respects as though such representations and
warranties were made as of such times and shall survive the Closing Date and the
delivery of the Certificates.
Indemnity
3.3 The Company agrees to indemnify and save harmless the Purchaser from and
against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (subject to the right of the Company to
defend any such claim), resulting from the breach of any representation,
warranty or covenant of such party under this Agreement.
ARTICLE 4
COVENANTS OF THE COMPANY
Covenants of the Company
4.1 The Company covenants and agrees with the Purchaser that:
(a) Reserved Common Stock. For so long as any Preferred Shares held by
the Purchaser shall remain outstanding, the Company covenants and
agrees with the Purchaser that it will at all times fully reserve
from its authorized but un-issued Common Stock such sufficient
number of shares of Common Stock to permit the conversion in full of
the Preferred Shares;
(b) Filings. The Company shall make all necessary filings in connection
with the sale of the Preferred Shares as required by the laws and
regulations of all appropriate jurisdictions and securities
exchanges;
(c) Compliance with Section 13. The Company shall, from and after the
Closing Date, use its best efforts to comply with the requirements
of Section 13 of the Exchange Act and maintain the quotation of the
Common Stock on the NASD "Bulletin Board" or other quotation medium
which is senior to the NASD "Bulletin Board";
(d) Registration Statement. No later than ninety (90) days after the
Closing Date, the Company shall file a registration statement on
Form SB-2 (or similar form) under the Securities Act and under all
applicable Blue Sky laws covering the Common Shares and shall use
its best efforts to cause such registration statement to be declared
effective by the SEC at the earliest practicable date, all at the
Company's sole cost and expense. Such best efforts shall include
promptly responding to all
8
comments received by the staff of the SEC, and promptly preparing
and filing amendments to such registration statement which are
responsive to the comments received from the staff of the SEC, and
in no event later than twenty-one (21) days from receipt by the
Company of the comments of the staff of the SEC. Such registration
statement shall name the Purchaser as a selling shareholder and
shall provide for the sale of the Common Shares by the Purchaser
from time to time directly to purchasers or in the over-the-counter
market or through or to securities brokers or dealers that may
receive compensation in the form of discounts, concessions, or
commissions. The Company shall provide the Purchaser with such
number of copies of the prospectus as shall be reasonably requested
to facilitate the sale of the Common Shares. None of the foregoing
shall in any way limit the Purchaser's rights to sell the Common
Shares in reliance on an exemption from the registration
requirements under the Securities Act in connection with a
particular transaction;
(e) Currency of Registration Statement. The Company shall use its best
efforts to maintain the currency of the registration statement filed
with the SEC and under all applicable Blue Sky laws in respect of
the Common Shares to be issued upon conversion of the Preferred
Shares until the conversion or deemed conversion of the Preferred
Shares and shall in any event remain effective for up to 12 months
from the Closing Date or until all of the Common Shares are sold,
whichever is earlier;
(f) Opinion. In the event the Company fails to register the resale of
the Common Shares, the Company will, upon the presentation of an
opinion of the Purchaser's counsel, allow the Purchaser to offer and
sell the Common Shares in reliance on the provisions of Rule 144
provided that the holding period and other requirements of such Rule
144 are met; and
(g) Irrevocable Instructions. The Company will on the Closing Date
provide its Transfer Agent with irrevocable instructions as attached
hereto as Annex III (the "Irrevocable Instructions"), to issue one
or more certificate(s) representing the Common Shares to the
Purchaser upon the conversion of the Preferred Shares in accordance
with the Certificate of Designation at any time without any
restrictive legend or stop transfer instructions and without any
further instruction or opinion from the Company, provided that the
Company is presented with certificates representing the Preferred
Shares to be converted, together with an executed Conversion
Certificate in the form of Exhibit A attached to the Certificate of
Designation, and provided further that the Common Shares are being
sold pursuant to the registration statement on Form SB-2 or other
registration statement as set forth in this Article 4.
Survival
4.2 The covenants set forth in this Article shall survive the Closing for the
benefit of the Purchaser.
ARTICLE 4A
LIMITATION ON CONVERSION
Notwithstanding anything to the contrary set forth herein and for greater
certainty the terms of the Certificate of Designation attached hereto, the
Company and the Purchaser covenant and agree that in no event shall the
Purchaser be entitled to convert any portion of the Preferred
9
Stock in excess of the portion of the Preferred Stock collectively that, upon
giving effect to such conversion, would cause the aggregate number of shares of
Common Stock beneficially owned by the Purchaser and its affiliates to exceed
9.9% of the outstanding shares of the Common Stock following such conversion.
ARTICLE 5
ISSUANCE OF CERTIFICATES
On or prior to the Closing Date, the Company will prepare and issue one or
more Certificates for the Preferred Stock registered in such name or names as
specified by the Purchaser and cause the same to be delivered to the Escrow
Agent pursuant to the Escrow Instructions. Such Certificate(s) and the
certificate(s) representing the Common Shares (unless a registration statement
is in effect as provided for in Article 4 hereof or another exemption may be
relied upon) shall bear a legend in substantially the following form:
THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO THE SECTION 4(2)
EXEMPTION TO THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED,
OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES
ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT IS AVAILABLE.
ARTICLE 6
CONDITIONS PRECEDENT
Conditions Precedent to the Company's Obligation to Sell
6.1 The Purchaser understands and agrees that the Company's obligation to sell
the Preferred Shares is conditioned upon the following being satisfied on or
before the Closing Date:
(a) Acceptance and Delivery of Agreement. The receipt and acceptance by
the Company of this Agreement, as evidenced by execution of this
Agreement by the President or any Vice President or the Chief
Financial Officer of the Company, and the delivery thereof to the
Escrow Agent; and
(b) Payment in Full. Delivery to the Escrow Agent by the Purchaser of
good funds as payment in full for the purchase of the Preferred
Shares.
Conditions Precedent to the Purchaser's Obligation to Purchase
6.2 The Company understands that the Purchaser's obligation to purchase the
Preferred Shares is conditioned upon the following being satisfied on or before
the Closing Date:
(a) Acceptance and Delivery of Agreement. The receipt by the Escrow
Agent of the Company's acceptance of this Agreement as provided in
Paragraph 6.1(a) above;
(b) Receipt of Certificates. The receipt by the Escrow Agent of the
Certificate or Certificates representing the Preferred Shares;
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(c) Filing of Certificate of Designation. The filing of the Certificate
of Designation attached hereto as Annex I with the Secretary of
State of the State of Nevada on or before the Closing Date; and
(d) Acquisition of 9278 Distributor Inc. The closing of the acquisition
by the Company of 9278 Distributor Inc., a New York corporation.
ARTICLE 7
CLOSING
Closing shall be effected pursuant to the Escrow Instructions through the
delivery of the Subscription Funds to the Company by the Escrow Agent, together
with a duly executed copy of this Agreement, the delivery of certificates
evidencing the Preferred Stock to the Purchaser (or the Purchaser's
Representative) by the Escrow Agent, together with a duly executed copy of this
Agreement, and the delivery of the duly executed Irrevocable Instructions to the
Transfer Agent by the Escrow Agent.
ARTICLE 8
GENERAL PROVISIONS
Governing Law
8.1 This Agreement shall be governed by and construed under the law of the State
of New York without regard to its choice of law provision. Any disputes arising
out of, in connection with, or with respect to this Agreement, the subject
matter hereof, the performance or non-performance of any obligation hereunder,
or any of the transactions contemplated hereby shall be adjudicated in a Court
of competent civil jurisdiction sitting in the City of New York, New York and
nowhere else.
Successors and Assigns
8.2 This Agreement shall inure to the benefit of and be binding on the
respective successors and assigns of the parties hereto.
Indemnification of Escrow Agent
8.3 Each of the Company and the Purchaser jointly and severally agree that the
Escrow Agent has no liability as a result of any fraudulent or unlawful conduct
of any other party, and jointly and severally agree to indemnify and hold the
Escrow Agent harmless against any losses, claims, damages, or liabilities, to
which it may become subject pursuant to its actions under this Agreement or the
Escrow Instructions, except as to any loss, claim, damage, or liability arising
out of or is based upon any action not taken in good faith, or any action or
omission that constitutes gross negligence or willful misconduct by the Escrow
Agent.
Execution by Counterparts and Facsimile
8.4 This Agreement may be executed in counterparts and by facsimile, each of
which when executed by any party will be deemed to be an original and all of
which counterparts will together constitute one and the same Agreement.
[Remainder of page intentionally left blank]
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SIGNATURE PAGE FOR INDIVIDUAL PURCHASER
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and that he, she or they have executed this Subscription
Agreement on this ________ day of ____________, ________.
____________________________________ __________________________________
Printed Name Signature
____________________________________ __________________________________
Printed Name Signature
Agreed to this _____ day of ____________, ____________:
ILINK TELECOM, INC.
By:_________________________________
Title:______________________________
This is page 11 to the Subscription Agreement dated as of the above date between
iLink Telecom, Inc. and the above Purchaser.
12
SIGNATURE PAGE FOR ENTITIES
IN WITNESS WHEROF, the undersigned represents that the foregoing statements are
true and that it caused this Subscription Agreement to be duly executed on its
behalf on this ________ day of ____________, _____.
____________________________________
Printed Name of Purchaser
By:_________________________________
(Signature of Authorized Person)
____________________________________
(Printed Name and Title)
Agreed to this ________ day of __________, _____:
ILINK TELECOM, INC.
By:_________________________________
Title:______________________________
This is page 12 to the Subscription Agreement dated as of the above date between
iLink Telecom, Inc. and the above Purchaser.
13
Full Name and Address of Purchaser for Registration Purposes:
NAME:_________________________________________________________________________
ADDRESS:______________________________________________________________________
XXX.XX.:______________________________________________________________________
FAX NO.:______________________________________________________________________
CONTACT NAME:_________________________________________________________________
Delivery Instructions (if different from Registration Name):
NAME:_________________________________________________________________________
ADDRESS:______________________________________________________________________
XXX.XX.:______________________________________________________________________
FAX NO.:______________________________________________________________________
CONTACT NAME:_________________________________________________________________
SPECIAL INSTRUCTIONS:_________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
