SUBSCRIPTION AGREEMENT
TERMS:
1. General.
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This Subscription Agreement sets forth the terms under which the
undersigned (the "Investor") will invest in SPACE TELECOM, INC. (the
"Corporation"), a corporation formed under the laws of the State of Florida, for
the purpose of engaging in business in the telecommunications industry whose
business is more specifically described in the Prospectus; to engage in any and
all activities related or incidental to these purposes; and, to perform any acts
to accomplish the foregoing purposes. This Subscription is one of a limited
number of Subscriptions for the purchase of shares (the "Shares") of the
Corporation by prospective investors in the registered offering on Form SB-2.
The Company has the right to reject such Subscription offer or, by executing a
copy of this Subscription Agreement, to accept such offer. If the Investor's
application is rejected, the payment accompanying this Subscription Agreement
(described in paragraph 2 hereof) will be returned with the notice of rejection.
Proceeds of this registered offering will be held in an established
escrow account until the minimum offering amount has been raised.
2. Subscription Amount and Payments.
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The Investor hereby subscribes for _______ Shares of the Corporation's
common stock at a price of $2.50 per Share and tenders its payment of
$_____________ payable to Space Telecom, Inc. as full payment for the aggregate
Shares specified above.
3. Responsibility.
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The President of the Corporation will exercise his best judgment in
the conduct of all matters arising under this Subscription Agreement; provided,
however, that this provision will not enlarge, limit or otherwise affect the
liability of the Corporation or its President. The Investor will indemnify and
hold harmless the Corporation; any corporation or entity affiliated with the
Corporation; the officers, directors and employees of any of the foregoing; or
any professional adviser thereto, from and against any and all loss, damage,
liability or expense, including costs and reasonable attorney's fees at trial or
on appeal, to which said entities and persons may be subject or which said
entities and persons incur by reason of or in connection with any
misrepresentation made by the Investor under this Subscription Agreement.
4. Notices.
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Any and all notices, designations, consents, offers, acceptances or
any other communication provided for herein will be given in writing by
registered or certified mail which will be addressed in the case of the
Corporation to Space Telecom, Inc., at its address located at 000 Xxxxx Xxxxxx
Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 and in the case of the Investor, to
the address set forth at the end of this letter, or to the address appearing on
the books of the Corporation or to such other address as may be designated by
the Investor or the Corporation in writing.
5. Miscellaneous.
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This Agreement shall be governed by, construed and enforced in
accordance within the laws of the State of Florida both substantive, procedural
and remedial. The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement. This Agreement shall be binding on and shall inure to the benefit of
the Parties and their respective successors, assigns, executors and
administrators, but this Agreement and the respective rights and obligations of
the parties hereunder will not be assumed by any party hereto without the prior
written consent of the other. This Agreement represents the entire understanding
and agreement between the parties hereto with respect to the subject matter
hereof; and cannot be amended, supplemented or modified except by an instrument
in writing signed by the party against whom enforcement of any such amendment,
supplement or modification is sought. The failure of any provision of this
Agreement will in no manner affect the right to enforce the other provisions of
same, and the waiver of any party of any breach of any provision of this
Agreement will not be construed to be a waiver by such party of any succeeding
breach of such provision or waiver by such party of any breach of any provision.
6. Investor Information
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Please Print the following Information
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Investor's Name Investor's Social Security #
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Investor's Address
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EXECUTION PAGE
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IN WITNESS WHEREOF, I have executed this Agreement as Investor this
_____ day of ______________, 2003.
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(Investor's Signature)
SUBSCRIPTION ACCEPTED:
SPACE TELECOM, INC.
By:
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Xxxxx Xx Xxxxxxx, President
Date: ____________________
