EXHIBIT 4.13
SUBSCRIPTION AGREEMENT
Global Telecommunication Solutions, Inc.
0000 Xxxxxx Xxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Ladies and Gentlemen:
A. Subscription. I (sometimes referred to herein as the "Investor") hereby
subscribe for and agree to purchase a $_____ principal amount promissory note
("Note") of Global Telecommunication Solutions, Inc., a Delaware corporation
("Company"), in the form included as Exhibit A in the Disclosure Package given
to me simultaneously with this Agreement ("Disclosure Package") and on the terms
and conditions set forth herein. The Company agrees that it shall issue to me a
warrant ("Warrant"), in the form included as Exhibit B in the Disclosure
Package, to purchase one share of the Company's Common Stock for each dollar
principal amount represented by the Note purchased hereby.
1. Purchase.
(a) I hereby tender (i) the purchase price by wire transfer to
the following account ("Account") maintained by the Company's attorneys,
Xxxxxxxx Xxxxxx & Xxxxxx ("GM&M"):
Bankers Trust Company
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ABA No.: 000000000
Attention: Xxxxxxxx Xxxxxxxxx
For further credit to: Xxxxxxxx Xxxxxx & Xxxxxx
Attorney Trust Account No. 00000000
and (ii) two executed copies of this Subscription Agreement and my confidential
Purchaser Questionnaire to GM&M, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx Xxxx Xxxxxx, Esq.
(b) The Company is offering up to $3,000,000 of Notes
("Offering"). The Offering will continue until the earlier of December 15, 1996
and the date on which the Company receives and accepts subscriptions for
$3,000,000 of Notes. I understand that the Company can have a closing
("Closing") with respect to subscriptions at any time, without the need to meet
any minimum subscription level. Prior to the Closing, with respect to my
subscription, my payment for the Notes will be held by GM&M in the Account.
2. Acceptance or Rejection of Subscription.
(a) The Company has the right to reject this Subscription
represented by this Agreement, in whole or in part for any reason and at any
time prior to a Closing, notwithstanding prior receipt by me of notice of
acceptance of my subscription.
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(b) In the event of the rejection of Subscription represented
by this Agreement my subscription payment will be promptly returned to me
without interest or deduction and this Agreement shall have no force or effect.
In the event my subscription is accepted and the Offering is completed, the
funds specified above shall be released to the Company and the Notes and
Warrants (together, the "Securities") will be promptly delivered to me.
3. Issuance of Securities. At the Closing on my subscription, the
Company will deliver the certificates representing the Notes and the Warrants to
me or my agent. The Notes (and the shares of Common Stock they are convertible
into under certain circumstances ("Note Shares")) and the Warrants (and the
shares of Common Stock issuable upon their exercise "Warrant Shares")) shall be
legended as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT OR
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SAID ACT AND COMPLIANCE WITHIN ANY APPLICABLE STATE SECURITIES
LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED.
4. Registration Rights.
(a) Warrant Shares. The Company agrees to register the Warrant
Shares for resale by the Investor under a registration statement ("Warrant Share
Registration Statement") filed pursuant to the Securities Act of 1933, as
amended ("Securities Act"). The Company agrees to file the Warrant Share
Registration Statement on or before December 31, 1996. The Company agrees to use
its best efforts to have the Warrant Share Registration Statement declared
effective by February 14, 1997 and undertakes to have the Warrant Share
Registration Statement declared effective by April 30, 1997. The Company shall
bear all the expenses and pay all the fees it incurs in connection with the
preparation, filing and modification or amendment of the Warrant Share
Registration Statement and shall pay any and all expenses (up to $5,000) of one
legal counsel selected by the holders of the Warrants, as a group, to represent
them in connection with the sale of the Warrant Shares. The Company shall keep
the Warrant Share Registration Statement effective and current until all the
Warrant Shares are sold or until all such shares may be sold by the holders
thereof under Rule 144 without volume limitations. Notwithstanding the
foregoing, during any consecutive 365-day period, the Company may suspend the
availability of the Warrant Share Registration Statement for no more than two
periods of up to 20 consecutive days and for no more than an aggregate of 40
days during any 365-day period, if the Company's Board of Directors determines,
based upon the opinion of legal counsel, that there is valid purpose for such
suspension.
(b) Note Shares. The Company agrees to register the Note
Shares for resale by the Investor, under a registration statement ("Note Share
Registration Statement") filed pursuant to the Securities Act. The Company
agrees to file the Note Share Registration Statement within 30 days from the
date that all or any portion of any of the Notes issued in the Offering are
converted into Common Stock ("Conversion Date"). The Company agrees to use
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its best efforts to have the Note Share Registration Statement declared
effective by the 75th day following the Conversion Date and undertakes to have
the Note Share Registration Statement declared effective by the 150th day
following the Conversion Date. The Company shall bear all the expenses and pay
all the fees it incurs in connection with the preparation, filing and
modification or amendment of the Note Share Registration Statement and shall pay
any and all expenses (up to $5,000) of one legal counsel selected by the holders
or the Notes, as a group, to represent them in connection with the sale of the
Note Shares. The Company shall keep the Note Share Registration Statement
effective and current until all the Note Shares are sold or until all such
shares may be sold by the holders thereof under Rule 144 without volume
limitations.
Notwithstanding the foregoing, during any consecutive 365-day period, the
Company may suspend the availability of the Note Share Registration Statement
for no more than two periods of up to 20 consecutive days and for no more than
an aggregate of 40 days during any 365-day period, if the Company's Board of
Directors determines, based upon the opinion of legal counsel, that there is
valid purpose for such suspension.
(c) To the extent permitted by law, the Company will indemnify
and hold harmless each holder ("Holder") of the Warrant Shares and Note Shares
(together the "Registrable Securities"), the officers and directors of each
Holder and each person, if any, who controls such Holder within the meaning of
the Securities Act or Securities Exchange Act of 1934, as amended ("Exchange
Act") against any losses, claims, damages, or liabilities to which they may
become subject under the Securities Act, the Exchange Act or any state
securities law or regulation (including all reasonable attorneys' fees and other
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever incurred by the indemnified party in any action or
proceeding between the indemnitor and indemnified party or between the
indemnified party and any third party or otherwise) to which any of them may
become subject under the Securities Act, the Exchange Act or any other statute
or common law or otherwise under the laws of foreign countries, arising from
such registration statement or based upon any untrue statement or alleged untrue
statement of a material fact contained in (i) any preliminary prospectus, the
registration statement or prospectus (as from time to time each may be amended
and supplemented); (ii) in any post-effective amendment or amendments or any new
registration statement and prospectus in which it included the Registrable
Securities; or (iii) any application or other document or written communication
(collectively called "application") executed by the Company or based upon
written information furnished by the Company in any jurisdiction in order to
qualify the Registrable Securities under the securities laws thereof or filed
with the Securities and Exchange Commission, any state securities commission or
agency, Nasdaq or any securities exchange; or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, unless such statement or omission is made in reliance
upon, and in strict conformity with, written information furnished to the
Company with respect to such Holder expressly for use in any preliminary
prospectus, such registration statement or prospectus, or any amendment or
supplement thereof, or in any application, as the case may be. The Company
agrees promptly to notify the Holder of the Registrable Securities of the
commencement of any litigation or proceedings against the Company or any of its
officers, directors or controlling persons in connection with the issue and sale
or resale of the Registrable Securities or in connection with any such
registration statement or prospectus.
(d) The Company agrees that the above rights shall inure to
the benefit of any person to whom the undersigned transfers all or any portion
of his Notes and/or Warrants.
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5. Investor Representations and Warranties. I acknowledge, represent and
warrant to, and agree with, the Company as follows:
(a) I am aware that my investment in the Company involves a
high degree of risk, and I carefully have read and fully understand the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1995, the Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996, the Company's Proxy Statement dated July 11, 1996 and the
Company's Prospectus dated September 30, 1996, which are included as Exhibits C,
D, E and F, in the Disclosure Package.
(b) I acknowledge and am aware that there is no assurance as to the future
performance of the Company.
(c) I acknowledge that notwithstanding the Company's
commitment herein, there can be no assurance that the Company will file any
Registration Statement for the securities I am purchasing, that such
Registration Statement, if filed, will be declared effective or, if declared
effective, that the Company will be able to keep it effective until I sell the
Common Stock registered thereon.
(d) I am purchasing the Securities for my own account for
investment and not with view to or for sale in connection with the distribution
of the Securities, nor with any present intention of selling or otherwise
disposing of all or any part of the Securities. I understand that there may not
be any market for the Securities. I agree that (1) the purchase of the
Securities is a long-term investment, (2) I may have to bear the economic risk
of investment for an indefinite period of time because neither the Securities
nor the Common Stock underlying the Securities have been registered under the
Securities Act and, notwithstanding the Company's commitment herein to register
such Common Stock for resale by me, may not be registered and, cannot be resold,
pledged, assigned, or otherwise disposed of unless they are subsequently
registered under said Securities Act and under applicable securities laws of
certain states or an exemption from such registration is available. I understand
that the Company is under no obligation to register the Securities and, except
as set forth herein, the Company is under no obligation to register the Common
Stock underlying the Securities on my behalf or to assist me in complying with
any exemption from such registration under the Securities Act or any state
securities laws. I hereby authorize the Company to place legends denoting the
restrictions on the Securities and the Common Stock to be issued upon conversion
or exercise of the Securities, as the case may be.
(e) I recognize that the Securities, as an investment,
involves a high degree of risk including, but not limited to, the risk of
economic losses from operations of the Company and the total loss of my
investment. I believe that the investment in the Securities is suitable for me
based upon my investment objectives and financial needs, and I have adequate
means for providing for my current financial needs and contingencies and have no
need for liquidity with respect to my investment in the Company.
(f) I have been given access to full and complete information
regarding the Company and have utilized such access to my satisfaction for the
purpose of obtaining information in addition to, or verifying information
included in, the Disclosure Package, and I have either met with or been given
reasonable opportunity to meet with officers of the Company for the purpose of
asking questions of, and receiving answers from, such officers concerning the
terms and conditions of the Offering of the Securities and the business and
operations of the
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Company and to obtain any additional information, to the extent reasonably
available. I have received all information and material regarding the Company
that I have requested.
(g) I have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Securities and have obtained, in my judgment, sufficient
information from the Company to evaluate the merits and risks of an investment
in the Company. I have not utilized any person as my purchaser representative as
defined in Regulation D promulgated by the Securities and Exchange Commission
pursuant to the Securities Act in connection with evaluating such merits and
risks.
(h) I have relied solely upon my own investigation in making a decision to
invest in the Company.
(i) I have received no representation or warranty from the
Company or any of its officers, directors, employees or agents in respect of my
investment in the Company and I have received no information (written or
otherwise) from them relating to the Company or its business other than as set
forth herein and in the Disclosure. I am not participating in the offer as a
result of or subsequent to: (i) any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast
over television or radio or (ii) any seminar or meeting whose attendees have
been invited by any general solicitation or general advertising.
(j) I have had full opportunity to ask questions and to
receive satisfactory answers concerning the Offering and other matters
pertaining to my investment and all such questions have been answered to my full
satisfaction.
(k) I have been provided an opportunity to obtain any
additional information concerning the Offering and the Company and all other
information to the extent the Company possesses such information or can acquire
it without unreasonable effort or expense.
(l) I am an "accredited investor" as defined in Section 2(15) of the Act
and in Rule 501 promulgated thereunder.
(m) I understand that (i) the Securities and the underlying
Common Stock have not been registered under the Securities Act, or the
securities laws of certain states in reliance on specific exemptions from
registration, (ii) no securities administrator of any state or the federal
government has recommended or endorsed this Offering or made any finding or
determination relating to the fairness of an investment in the Company and (iii)
the Company is relying on my representations and agreements for the purpose of
determining whether this transaction meets the requirements of the exemptions
afforded by the Securities Act and certain state securities laws.
(n) I have been urged to seek independent advice from my
professional advisors relating to the suitability of an investment in the
Company in view of my overall financial needs and with respect to the legal and
tax implications of such investment.
(o) If the Investor is a corporation, company, trust, employee
benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt
entity, it is authorized and qualified to become an Investor in the Company and
the person signing this Subscription Agreement on behalf of such entity has been
duly authorized by such entity to do so.
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(p) I hereby acknowledge and am aware that except for any
rescission rights that may be provided under applicable laws, I am not entitled
to cancel, terminate or revoke this subscription, and any agreements made in
connection herewith shall survive my death or disability.
(q) I hereby acknowledge and am aware that on November 6,
1996, the Board of Directors of The Nasdaq Stock Market approved certain changes
to the maintenance requirements that companies listed on the Nasdaq SmallCap
Market (such as the Company) must meet in order to continue to have their
securities quoted on the Nasdaq SmallCap Market and that such new requirements,
if implemented, could cause the Common Stock and Warrants of the Company to no
longer be quoted on the Nasdaq SmallCap Market.
(r) I acknowledge and am aware that the Company has a history
of net losses (including a net loss of $4,423,792 for the nine months ended
September 30, 1996), and that as of September 30, 1996, the Company had an
accumulated deficit of $9,910,074 and a working capital deficit of $6,510,540.
(s) I acknowledge that Whale Securities Co., L.P., is entitled
to receive from the Company a finder's fee in connection with this Offering
equal to 5% of the gross proceeds received by the Company, as well as Warrants
in a number equal to 5% of the aggregate Warrants issued to Investors in this
Offering.
6. Company Representations and Warranties. The Company represents and
warrants to the Investor as follows:
(a) Due Incorporation and Qualification. The Company has been duly
incorporated, is validly existing and is in good standing under the laws of its
state of incorporation.
(b) Authorized Capital. The Company is authorized to issue
35,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, of
which 5,512,801 shares of Common Stock and no shares of Preferred Stock are
currently issued and outstanding.
(c)' Financial Statements; No Material Adverse Changes. The
financial statements of the Company contained in the reports included in the
Disclosure Package ("Financials") fairly present the consolidated financial
position and results of operations of the Company in all material respects at
the dates thereof and for the periods covered thereby, subject to year-end
adjustments and normal recurring accruals.
(d) Due Authorization; Consents. The Company has full right,
power and authority to enter into this Agreement and to perform all of its
obligations hereunder and thereunder. This Agreement has been, and the Notes and
Warrants will be, duly authorized, executed and delivered by the Company. The
execution and delivery of this Agreement has been, and the Notes and Warrants,
when executed and delivered will have been, duly authorized by all necessary
corporate action and no further corporate action or approval is or will be
required for their respective execution, delivery and performance. This
Agreement constitutes, and the Notes and Warrants, upon execution and delivery
will constitute, valid and binding obligations of the Company, enforceable in
accordance with their respective terms (except (i) as the enforceability thereof
may be limited by bankruptcy or other laws now or hereafter in effect relating
to or affecting creditors' rights generally, (ii) that the remedy of specific
performance and
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injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceedings
therefor may be brought, and (iii) that the enforceability of the
indemnification and contribution provisions of the respective agreements and
securities may be limited by the federal and state securities laws and public
policy), and no consent, approval, authorization, order of, or filing with, any
court or governmental authority or any other third party is required to
consummate the transactions contemplated by this Agreement, the Notes or
Warrants, except that the offer and sale of the securities in certain
jurisdictions may be subject to the provisions of the securities or Blue Sky
laws of such jurisdictions. Additionally, other than such consents as may have
already been obtained, no consent, approval, authorization, order of, filing
with, any court or governmental authority or any other third party is required
to consummate the transactions contemplated by this Agreement, the Notes and
Warrants.
(e) Valid Issuances. The Notes and Warrants, when issued and
delivered in accordance with the terms of the Subscription Agreement, will be
duly and validly issued, fully paid and non-assessable. The Common Stock
issuable upon conversion of the Notes and exercise of the Warrants when issued
and delivered in accordance with their terms, will be duly and validly issued,
fully paid and non-assessable. The Company has reserved for issuance a
sufficient number of shares of Common Stock to be issued upon conversion of the
Notes and exercise of the Warrants.
(f) Exchange Act Reports. The Company is subject to the
reporting requirements of the Securities Act of 1933, as amended ("Securities
Act") and Securities Exchange Act of 1934, as amended ("Exchange Act") and has
filed all reports and statements required under the Securities Act and Exchange
Act on a timely basis, and each report and statement was true and complete in
all material respects when filed.
7. Indemnification. I hereby agree to indemnify and hold harmless the
Company and its officers, directors, shareholders, employees, agents, and
attorneys against any and all losses, claims, demands, liabilities, and expenses
(including reasonable legal or other expenses, including reasonable attorneys'
fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever incurred by the indemnified party in any
action or proceeding between the indemnitor and indemnitor and indemnified party
or between the indemnified party and any third party or otherwise) incurred by
each such person in connection with defending or investigating any such claims
or liabilities, whether or not resulting in any liability to such person, to
which any such indemnified party may become subject under the Securities Act,
under any other statute, at common law or otherwise, insofar as such losses,
claims, demands, liabilities and expenses (a) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact made by me and
contained in this Subscription Agreement, or (b) arise out of or are based upon
any breach by me of any representation, warranty, or agreement made by me
contained herein.
8. Severability. In the event any part of this Subscription Agreement are
found to be void, the remaining provisions of this Subscription Agreement shall
nevertheless be binding with the same effect as though the void parts were
deleted.
9. Choice of Law and Jurisdiction. This Subscription Agreement will be
deemed to have been made and delivered in New York City and will be governed as
to validity, interpretation, construction, effect and in all other respects by
the internal laws of the State of New York. The Company and the Investor each
hereby (i) agrees that any legal suit, action or
7
proceeding arising out of or relating to this Subscription Agreement shall be
instituted exclusively in New York State Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York, (ii)
waives any objection to the venue of any such suit, action or proceeding and the
right to assert that such forum is not a convenient forum, proceeding, and (iii)
irrevocably consents to the jurisdiction of the New York State Supreme Court,
County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding and the Company
further agrees to accept and acknowledge service or any and all process which
may be served in any such suit, action or proceeding in New York State Supreme
Court, County of New York or in the United States District Court for the
Southern District of New York and agrees that service of process upon it mailed
by certified mail to its address shall be deemed in every respect effective
service of process upon it in any suit, action or proceeding.
10. Counterparts. This Subscription Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Subscription Agreement may be by actual or facsimile signature.
11. Benefit. This Subscription Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
personal representatives, successors and assigns.
12. Notices and Addresses. All notices, offers, acceptance and any
other acts under this Subscription Agreement (except payment) shall be in
writing, and shall be sufficiently given if delivered to the addressees in
person, by Federal Express or similar courier delivery by facsimile delivery or,
if mailed, postage prepaid, by certified mail, return receipt requested, as
follows:
Investor: At the address designated on the signature
page of this Subscription Agreement.
The Company: Global Telecommunication Solutions, Inc.
0000 Xxxxxx Xxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, General Counsel
Fax: (000) 000-0000
in any case,
with a copy to: Xxxxxxxx Mollen & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxx Xxxxxx, Esq.
Fax: (000) 000-0000
or to such other address as any of them, by notice to the others may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be conclusive evidence of successful facsimile deliver.
Notice shall have been deemed to be given when received.
13. Oral Evidence. This Subscription Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior oral and
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written agreements between the parties hereto with respect to the subject matter
hereof. This Subscription Agreement may not be changed, waived, discharged, or
terminated orally but, rather, only by a statement in writing signed by the
party or parties against which enforcement or the change, waiver, discharge or
termination is sought.
14. Section Headings. Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part, any of the terms or
provisions of this Subscription Agreement.
15. Survival of Representations, Warranties and Agreements. The
representations, warranties and agreements contained herein shall survive the
delivery of, and the payment for, the Securities.
16. Acceptance of Subscription. The Company may accept this Subscription
Agreement at any time for all or any portion of the Securities subscribed for by
executing a copy hereof as provided and notifying me within a reasonable time
thereafter.
RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT
TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OR THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL INVESTMENT SUMMARY.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR CONNECTICUT RESIDENTS: THE SECURITIES OFFERED HAVE NOT BEEN
REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND
ARE OFFERED AND SOLD PURSUANT TO AN EXEMPTION RELATING TO TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING PURSUANT TO SECTION 36- 490(b)(9)(A) THEREOF. THE
SECURITIES CANNOT BE RESOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER SUCH
ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR MARYLAND RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE MARYLAND SECURITIES ACT BY REASON OF AN EXEMPTION RELATING TO THE LIMITED
AVAILABILITY OF THE OFFERING. THESE SECURITIES MAY NOT BE TRANSFERRED OR SOLD
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE MARYLAND SECURITIES ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION.
FOR NEW JERSEY RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE BUREAU OF SECURITIES OF THE STATE OF NEW JERSEY NOR HAS THE
BUREAU PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
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THE FILING OF THE WITHIN OFFERING DOES NOT CONSTITUTE APPROVAL OF THE
ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THESE ARE SPECULATIVE SECURITIES AND INVOLVE A HIGH DEGREE OF RISK.
THESE SECURITIES ARE OFFERED ONLY TO BONA FIDE ADULT RESIDENTS OF THE
STATE OF NEW JERSEY.
FOR FLORIDA RESIDENTS: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT ("FLORIDA
SECURITIES ACT") , AND THEY THEREFORE HAVE THE STATUS OF SECURITIES ACQUIRED IN
AN EXEMPT TRANSACTION UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT. EACH
OFFEREE WHO IS A FLORIDA RESIDENT SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5)
OF THE FLORIDA SECURITIES ACT PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE
PERSONS IN FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN
THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO
THE COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGREEMENT OR WITHIN THREE DAYS
AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER,
WHICH EVER OCCURS LATER.
THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION
517.061(11)(a)(5) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE.
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Manner in Which Title is to be Held. (check one)
____ Individual Ownership
____ Community Property
____ Joint Tenant with Right of Survivorship (both parties
must sign) ____ Partnership ____ Tenants in common ____
Corporation ____ Trust
____ Other (please indicate)
INDIVIDUAL INVESTORS ENTITY INVESTORS
Signature (Individual) Name of Entity, if any
By:
*Signature
Its
Signature (all record holders should sign) Title
Name(s) Typed or Printed Name Typed or Printed
Address to Which Correspondence Address to Which Correspondence
Should be Directed Should be Directed
City, State and Zip Code City, State and Zip Code
Social Security Number Tax Identification
* If Securities are being subscribed for by any entity, the Certificate
of Signatory on the next page must also be completed.
The foregoing subscription is accepted and the Company hereby agrees to be bound
by its terms.
GLOBAL TELECOMMUNICATION
SOLUTIONS, INC.
Dated: , 1996 By:
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CERTIFICATE OF SIGNATORY
(To be completed if Securities are being subscribed for by an entity)
I, _________________________________, the ___________________________
(name of signatory) (title)
of ("Entity"), a
(name of entity)
.
(type of entity)
hereby certify that the above entity is duly empowered and authorized to
purchase the Securities and that I am duly empowered and authorized by the
entity to execute the Subscription Agreement on its behalf.
IN WITNESS WHEREOF, I have executed this Certificate this ____ day of
_________, 1996.
(Signature)
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