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DALLAS1 572700v1 26287-00001
IMPORTANT
PLEASE READ CAREFULLY BEFORE SIGNING;
SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN
SUBSCRIPTION AGREEMENT
AND
LETTER OF INVESTMENT INTENT
The undersigned (the "Subscriber") hereby subscribes to purchase from
Preferred Voice, Inc., a Delaware corporation (the "Company") _______ shares of
Preferred Voice, Inc. $.001 par value common stock (the "Securities") at a
purchase price of $_____. A wire transfer to the account of Preferred Voice,
Inc. in the amount of $ __________________ for such Securities has been made in
connection herewith.
1. General Representations. The Subscriber acknowledges and
represents as follows:
(a) The Subscriber has been given full access to information regarding the
Company (including the opportunity to meet with Company officers and
to review all material books and records, material contracts and
documents that Subscriber may have requested) and has utilized such
access for the purpose of obtaining all information the Subscriber
deems necessary for purposes of making an informed investment
decision. The Subscriber currently owns other securities issued by the
Company.
(b) The Subscriber understands that the purchase of the Securities is a
highly speculative investment and involves a high degree of risk, that
the Company may need additional financing in the future, and that the
Company makes no assurances whatever concerning the present or
prospective value of the Securities;
(c) The Subscriber has obtained, to the extent he or she deems necessary,
personal professional advice with respect to the risks inherent in an
investment in the Securities and the suitability of such investment in
light of the Subscriber's personal financial condition and investment
needs. Unless the Subscriber has otherwise advised the Company in
writing, the Subscriber did not employ the services of a purchaser
representative, as defined in the Securities and Exchange Commission's
Regulation D, in connection with this investment;
(d) The Subscriber has sufficient knowledge and experience in financial
and business matters to be capable of evaluating the merits and risks
of a prospective investment in the Securities; is experienced in
making investments which involve a high degree of risk, and is
sophisticated in making investment decisions; and believes that he or
she is able to bear the economic risk of an investment in the
Securities, including the total loss of such investment;
(e) The Subscriber realizes that (i) the purchase of the Securities is a
long-term investment, (ii) the purchaser of the Securities must bear
the economic risk of the investment for an indefinite period of time
because the Securities have not been registered under the Securities
Act of 1933, as amended, (the "Act"), or applicable state laws or laws
of other countries and, therefore, the Securities cannot be sold
unless they are subsequently registered under the Act and such other
laws or exemptions from such registration are available, (iii) the
Company is not current in its reporting responsibilities under the
Securities Act of 1934, as amended, (iv) there is no public market for
the Securities and the Subscriber may not be able to liquidate his or
her investment in the event of an emergency, or pledge the Securities
as collateral security for loans, and (v) the transferability of the
Securities is restricted and (A) requires conformity with the
restrictions contained in paragraph 2 below, and (B) will be further
restricted by a legend placed on the certificate(s) representing the
Securities stating that the Securities have not been registered under
the Act and applicable state laws and referencing the restrictions on
transferability of the Securities.
2. No Registration Under the Securities Laws. The Subscriber has been
advised that the Securities are not being registered under the Act or state
securities laws or securities laws of other nations pursuant to exemptions from
the Act and such laws, and that the Company's reliance upon such exemptions is
predicated in part on the representations of the Subscriber contained herein.
The Subscriber represents and warrants that the Securities are being purchased
for the Subscriber's own account and for investment without the intention of
reselling or redistributing the same, that no agreement has been made with
others regarding the Securities and that the Subscriber's financial condition is
such that it is not likely that it will be necessary to dispose of the
Securities in the foreseeable future. The Subscriber is aware that, in the view
of the Securities and Exchange Commission and state authorities that administer
state securities laws, a purchase of the Securities with an intent to resell by
reason of any foreseeable specific contingency or anticipated change in market
values, or any change in the condition of the Company or its business, or in
connection with a contemplated liquidation or settlement of any loan obtained
for the acquisition of the Securities and for which the Securities were pledged
as security, would represent an intent inconsistent with the representations set
forth above. The Subscriber further represents and agrees that, if contrary to
the foregoing intentions there should ever be a desire to dispose of or transfer
the Securities in any manner, the Subscriber shall not do so without first
obtaining (a) an opinion of counsel suitable to the Company that such proposed
disposition or transfer lawfully may be made without registration pursuant to
the Act and applicable securities laws of states and other nations or (b) such
registrations (it being expressly understood that the Company shall not have any
obligation to register the Securities for such purpose).
3. Registration Rights. If, at any time within three (3) years of the
date of this purchase, the Company proposes for any reason to register any of
its securities under the Securities Act other than a registration on Form S-8
relating solely to employee stock option or purchase plans, on Form S-4 relating
solely to an SEC Rule 145 transaction or on any other form which does not
include substantially the same information as would be required to be included
in a registration statement covering the sale of the Securities, it shall each
such time give written notice to the holder of these Securities ("Holder" for
purposes of this Section 3) of the Company's intention to register such
securities, and, upon the written request, given within thirty (30) days after
receipt of any such notice, of the Holders of the Securites outstanding, to
register any of the Securities, the Company shall cause the Securities so
requested by the Holder to be registered, whether such Securities are
outstanding or subject to purchase hereby, to be registered under the Securities
Act, all to the extent requisite to permit the sale or other disposition by the
Holder of the Securities so registered; provided, however, that the Securities
as to which registration had been requested need not be included in such
registration if in the opinion of counsel for the Company and counsel for the
Holder the proposed transfer by the Holder may be effected without registration
under the Securities Act and any certificate evidencing the Securities need not
bear any restrictive legend. In the event that any registration pursuant to this
Section 3 shall be, in whole or in part, an underwritten offering of securities
of the Company, then (i) any request pursuant to this Section 3 to register the
Securities may specify that such shares are to be included in the underwriting
on the same terms and conditions as the shares of the Company's capital stock
otherwise being sold through underwriters under such registration, (ii) if the
managing underwriter of such offering determines that the number of shares to be
offered by all selling shareholders must be reduced, then the Company shall have
the right to reduce the number of shares registered on behalf of the Holder,
provided that the number of shares to be registered on behalf of the Holder
shall not be reduced to such an extent that the ratio of the shares which the
Holder is permitted to register to the total number of shares the Holder owns is
less than that ratio for any other selling shareholder, and (iii) the Holder
will be bound by the terms of the underwriting agreement and the conditions
imposed by the underwriter on selling shareholders.
4. State of Domicile. The Subscriber represents and warrants that the
Subscriber is a bona fide resident of, and is domiciled in, the state or country
so designated on the signature page hereto, and that the Securities are being
purchased solely for the beneficial interest of the Subscriber and not as
nominee for, or on behalf of, or for the beneficial interest of, or with the
intention to transfer to, any other person, trust, or organization.
5. Obligation to Update. The information provided by the Subscriber is
correct and complete as of the date hereof. The Subscriber is informed of the
significance to the Company of the foregoing representations, and they are made
with the intention that the Company will rely upon them. If there should be any
adverse change in such information prior to the subscription being accepted, the
Subscriber will immediately provide the Company with such information.
6. Entity Representation. The Subscriber makes the following additional
representations:
(a) The Subscriber was not organized for the specific purpose of acquiring
the Securities; and
(b) This Agreement has been duly authorized by all necessary actions of
the Board of Directors, shareholders, partners, trustees, or other
duly authorized acting body or person on the part of the Subscriber,
has been duly executed by an authorized officer or representative of
the Subscriber, and is a legal, valid, and binding obligation of the
Subscriber enforceable in accordance with its terms.
Dated: ______________, 1999.
________________________________
Signature
________________________________
Name Typed or Printed, Title
________________________________
Entity Name
________________________________
Address
________________________________
City, State and Zip Code
________________________________
(Area Code) Telephone Number
________________________________
Tax Identification or Social
Security Number
The Subscription Agreement and Letter of Investment Intent is accepted
as of ____________________________, 1999.
PREFERRED VOICE, INC.
_________________________________
By: _____________________________
Its: ____________________________
SCHEDULE OF SUBSCRIPTION AGREEMENTS
Name and Address No. of Shares Purchase Price Per Share Total Purchase Price Date
First Union Securities Inc.,
Cust. FBO 33,334 $1.50 $50,000 12/22/99
Xxxxxxx X. Xxxxxx XXX
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Xxxxx X. Xxxxxxx 66,667 $1.50 $100,000 12/22/99
00 Xxxxxx Xxxxx Xxxx
Xxxxxx, Xxxxx 00000
JMG Capital Partners, L.P. 333,334 $1.50 $500,000 12/22/99
0000 Xxxxxx xx xxx Xxxxx,
Xxx. 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
JMG Triton Offshore Fund, Ltd. 333,334 $1.50 $500,000 12/22/99
0000 Xxxxxx xx xxx Xxxxx,
Xxx. 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Xxx Xxxxxxxxxxxx 33,334 $1.50 $50,000 12/22/99
0000 Xxxxxxxxxx Xxxxxx, #000
Xxxxxx, Xxxxx 00000
Xxx X. Xxxxxx 33,334 $1.50 $50,000 12/22/99
0000 Xxxxxx Xxxx
Xxxxxx, Xxxxx 00000
J.Xxxxxx Xxxxxxx XXX Rollover II 100,000 $1.50 $150,000 12/22/99
Bear Xxxxxxx Securities Corp.,
Custodian
1999 Avenue of the Stars, Ste. 2530
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Marciano Financial Holdings 333,334 $1.50 $500,000 12/22/99
0000 Xxxxxxxx Xxxx., Xxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Xxxxx Xxxxxx 66,667 $1.50 $100,000 12/22/99
000 X. Xxxxxxx Xxxxx, #000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Windsor Capital Management, Ltd. 166,667 $1.50 $250,000 12/22/99
X.X. Xxx 000 Xxxx Xxxx, Xxxxxxx
Xxxxxxx Xxxxxx Xxxxxxx
