Exhibit 10.2
FORM
OF
SUBSCRIPTION
AGREEMENT
Telecomm
Sales Network, Inc.
c/o Skye
Source, Inc.
3102
Cabarrus Road
Greensboro,
NC, 27404
Attention:
William Sarine
Gentlemen:
1. Offering.
Pursuant
to the terms of the offer made by Telecomm Sales Network, Inc. (“TSN” or the
“Company”), the
undersigned hereby tenders this subscription and applies for the purchase of the
number of shares (the “Shares”) of the
Company’s common stock, par value $0.0001 (the “Common
Stock”) set
forth on the signature page of this Subscription Agreement at a purchase price
of US $0.05 per Share.
The
Company is offering up to three million (3,000,000) Shares (the “Offering”).
Unless waived by the Board of Directors, the minimum number of Shares that must
be purchased by each investor is one thousand (1,000).
The
subscriber is sending to you: (i) an executed copy of this Subscription
Agreement; (ii) if a U.S. individual or organization, a completed copy of the
appropriate Confidential Purchaser Questionnaire (attached hereto as
Exhibits
A-1 and
A-2,
respectively); and (iii) a check from a United States bank made payable to
“Telecomm Sales Network, Inc..” for the full amount of the purchase price for
the shares for which the undersigned is subscribing.
2. Representations
and Warranties. In
order to induce the Company to accept this subscription, the undersigned hereby
represents and warrants to, and covenants with, the Company as
follows:
(a) The
undersigned has received and carefully reviewed such information and
documentation related to the Company that the undersigned has requested,
including, without limitation, the Private Placement Memorandum attached hereto
as Exhibit
B;
(b) The
undersigned has had a reasonable opportunity to ask questions of and receive
answers from the Company concerning the Company and the Offering, and all such
questions, if any, have been answered to the full satisfaction of the
undersigned;
(c) The
undersigned has such knowledge and expertise in financial and business matters
that the undersigned is capable of evaluating the merits and risks involved in
an investment in the Shares;
(d) The
undersigned understands that the Company has determined that the exemption from
the registration provisions of the Securities Act of 1933, as amended (the
“Securities
Act”),
provided under Regulation S pursuant to the Securities Act with respect to
non-U.S. purchasers and Rule 506 of Regulation D pursuant to the Securities Act
with respect to U.S. purchasers is applicable to the offer and sale of the
Shares based, in part, upon the representations, warranties and agreements made
by the undersigned herein and in the Confidential Purchaser Questionnaire
referred to above;
(e) Except as
set forth herein, no representations or warranties have been made to the
undersigned by the Company or any agent, employee or affiliate of the Company
and in entering into this transaction the undersigned is not relying upon any
information, other than the results of independent investigation by the
undersigned;
(f) The
undersigned has full power and authority to execute and deliver this
Subscription Agreement and to perform the obligations of the undersigned
hereunder and this Subscription Agreement is a legally binding obligation of the
undersigned in accordance with its terms;
(g) Regulation
S (only with respect to purchasers that are non-U.S. persons):
(i) The
undersigned understands and acknowledges that: (A) the Shares acquired pursuant
to this Subscription Agreement have not been registered under the Securities
Act, are being sold in reliance upon an exemption from registration afforded by
Regulation S; and that such Shares have not been registered with any state
securities commission or authority; (B) pursuant to the requirements of
Regulation S, the Shares may not be transferred, sold or otherwise exchanged
unless in compliance with the provisions of Regulation S and/or pursuant to
registration under the Securities Act, or pursuant to an available exemption
thereunder; and (C) other than as set forth in this Subscription Agreement
between the Company and the undersigned, the Company is under no obligation to
register the Shares under the Securities Act or any state securities law, or to
take any action to make any exemption from any such registration provisions
available;
(ii) (A) The
undersigned is not a U.S. person and is not acquiring the Shares for the account
of any U.S. person; (B) if a corporation, it is not organized or incorporated
under the laws of the United States; (C) if a corporation, no director or
executive officer is a national or citizen of the United States; and (D) is not
otherwise deemed to be a “U.S. Person” within the meaning of Regulation
S:
(iii) The
undersigned, if not an individual, was not formed specifically for the purpose
of acquiring the Shares purchased pursuant to this Subscription
Agreement;
(iv) The
undersigned is purchasing the Shares for his or its own account and risk and not
for the account or benefit of a “U.S. Person” as defined in Regulation S and no
other person has any interest in or participation in the Shares or any right,
option, security interest, pledge or other interest in or to the Shares. The
undersigned understands, acknowledges and agrees that he or it must bear the
economic risk of his or its investment in the Shares for an indefinite period of
time and that prior to any such offer or sale, the Company may require, as a
condition to effecting a transfer of the Shares, an opinion of counsel,
acceptable to the Company, as to the registration or exemption therefrom under
the Securities Act and any state securities acts, if applicable;
(v) The
undersigned will, after the expiration of the Restricted Period, as set forth in
Rule 903(b)(3)(iii)(A) under Regulation S, offer, sell, pledge or otherwise
transfer the Shares only in accordance with Regulation S, or pursuant to an
available exemption under the Securities Act and, in any case, in accordance
with applicable state securities laws. The transactions contemplated by this
Subscription Agreement have neither been pre-arranged with a purchaser who is in
the United States or who is a U.S. Person, nor are they part of a plan or scheme
to evade the registration provisions of the United States federal securities
laws;
(vi) The offer
leading to the sale evidenced hereby was made in an “offshore transaction.” For
purposes of Regulation S, the undersigned understands that an “offshore
transaction” is defined as any offer or sale not made to a person in the United
States and either (A) at the time the buy order originated, the purchaser is
outside the United States, or the seller or any person acting on his behalf
reasonably believes that the purchaser is outside the United States; or (B) for
purposes of (1) Rule 903 under Regulation S, the transaction is executed in, or
on or through a physical trading floor of an established foreign exchange that
is located outside of the United States, or (2) Rule 904 under Regulation S, the
transaction is executed in, on or through the facilities of a designated
offshore securities market, and neither the seller nor any person acting on its
behalf knows that the transaction has been prearranged with a buyer in the
United States;
(vii) Neither
the undersigned nor any affiliate of the undersigned nor any person acting on
his or its behalf, has made or is aware of any “directed selling efforts” in the
United States, which term is defined in Regulation S as any activity undertaken
for the purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for any of the Shares being
purchased hereby;
(viii) The
undersigned understands that the Company is the seller of the Shares and that,
for purpose of Regulation S, a “distributor” is any underwriter, dealer or other
person who participates, pursuant to a contractual arrangement, in the
distribution of securities offered or sold in reliance on Regulation S and that
an “affiliate” is any partner, officer, director or any person directly or
indirectly controlling, controlled by or under common control with any person in
question. The undersigned agrees that it will not, during the Restricted Period
(as defined above), act as a distributor, either directly or through any
affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the
Shares other than to a non-U.S. Person other than in compliance with the
Securities Act and any state securities laws, if applicable; and
(ix) The
undersigned acknowledges that the Shares will bear a legend in substantially the
following form:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
“OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SEUCRITIES ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF A
HEDGING TRANSACTION UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH
THE SECURITIES ACT.
(h) Regulation
D (only with respect to Purchasers that are U.S. persons).
(i) The
undersigned understands and acknowledges that (A) none of the Shares have been
registered under the Securities Act or the securities laws of any state, based
upon an exemption from such registration requirements for non-public offerings
pursuant to Rule 506 under Regulation D under the Securities Act; (B) the Shares
are and will be “restricted securities” as defined in Rule 155 of the Rules and
Regulations promulgated under the Securities Act; (C) the Shares may not be sold
or otherwise transferred unless they have first been registered under the
Securities Act and/or all applicable state securities laws, or unless exemptions
from such registration provisions are available with respect to said resale or
transfer; and (D) other than as set forth in this Subscription Agreement, the
Company is under no obligation to register the shares under the Securities Act
or any state securities law, or to take any action to make any exemption from
such registration provisions available;
(ii) The
undersigned will not sell or otherwise transfer any of the Shares, or any
interest therein, unless and until (A) said Shares shall have first been
registered under the Securities Act and/or all applicable state securities laws;
or (B) the undersigned shall have first delivered to the Company a written
opinion of counsel, which counsel and opinion (in form and substance) shall be
reasonably satisfactory to the Company, to the effect that the proposed sale or
transfer is exempt from the registration provisions of the Securities Act and
all applicable state securities laws;
(iii) The
undersigned is acquiring the Shares for his or its own account for investment
purposes only and not with a view to or for distributing or reselling such
Shares or any part thereof or any interest therein, without prejudice, however,
to the undersigned’s right, subject to the provisions of this Subscription
Agreement, at all times to sell or otherwise dispose of all or any part of the
Shares pursuant to an effective registration statement under the Securities Act
and in compliance with applicable federal and state securities laws or under an
exemption from such registration;
(iv) At the
time the undersigned was offered the Shares it was, and at the date hereof it
is, and it will continue to be, an “accredited investor” as defined in Rule
501(a) under the Securities Act;
(v) The
undersigned, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters to as
to be capable of evaluating the merits and risks of the prospective investment
in the Shares and has so evaluated the merits and risks of such
investment;
(vi) The
undersigned is able to bear the economic risk of an investment in the Shares and
at the present time is able to afford a complete loss of such
investment;
(vii) The
undersigned understands that no federal or state agency has approved or
disapproved the Shares, passed upon or endorsed the merits of the Offering, or
made any finding or determination as to the appropriateness of the Shares for
investment; and
(viii) The
undersigned understands that the Certificate representing the Shares will bear a
legend in substantially the following form:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT, OR (II) AN OPINION OF
COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
* * * * *
JURISDICTIONAL
NOTICES
FOR
RESIDENTS OF ALL STATES
THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING
OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND SUCH LAWS AS PROVDIED BY RULE 506 OF REGULATION D. THE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 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
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
* * * *
*
3. The
undersigned understands and accepts that this subscription is not binding upon
the Company unless and until the Company accepts it, which acceptance is at the
sole discretion of the Company and is to be evidenced by the Company’s execution
of this Subscription Agreement where indicated. This Subscription Agreement
shall be null and void if the Company does not accept it as
aforesaid.
4. The
undersigned understands and accepts that the Company may, in its sole
discretion, reject this subscription in whole or in part, and/or reduce this
subscription in any amount and to any extent, whether or not pro
rata
reductions are made of any other investor’s subscription.
5. The
undersigned agrees to indemnify the Company and to hold it harmless from and
against any and all losses, damages, liabilities, costs and expenses which it
may sustain or incur in connection with the breach by the undersigned of any
representation, warranty or covenant made by the undersigned.
6. Neither
this Subscription Agreement nor any of the rights of the undersigned hereunder
may be transferred or assigned by the undersigned.
7. Except as
provided in paragraphs 3 and 4 above, this Subscription Agreement: (i) may only
be modified by a written instrument executed by the undersigned and the Company;
(ii) sets forth the entire agreement of the undersigned and the Company with
respect to the subject matter hereof; (iii) shall be governed by the laws of the
State of North Carolina applicable to contracts made and to be wholly performed
therein; and (iv) shall inure to the benefit of, and be binding upon the Company
and the undersigned and their respective heirs, legal representatives,
successors and permitted assigns.
8. Unless
the context otherwise requires, all personal pronouns used in this Subscription
Agreement, whether in the masculine, feminine or neuter gender, shall include
all other genders.
9. All
notices or other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed by certified or
registered mail, return receipt requested, postage prepaid, as follows: if to
the undersigned, to the address set forth in the Confidential Purchaser
Questionnaire attached as Exhibit
A-1 or
A-2, as
applicable; and if to the Company, to TSN, Inc., [address] Attn: President, or
to such other address as the Company or the undersigned shall have designated to
the other by like notice.
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this
____ day of _______________, 2004.
Number of
Shares subscribed for: ____________________________
|
Organization
Signature: |
Individual
Signature: |
| |
|
|
________________________________ |
________________________________ |
|
Print
name of organization |
Signature |
| |
|
|
By:
_____________________________ |
________________________________ |
|
Name: |
Print
Name |
|
Title: |
|
______
U.S. Person ______
Non-U.S. Person ______
U.S. Person
_____ Non-U.S. Person
(Check
applicable U.S./Non-U.S. line above.)
| |
Additional
Signature of Joint Owner: |
| |
|
| |
________________________________ |
| |
Signature |
| |
|
| |
________________________________ |
| |
Print
Name |
| |
|
| |
______
U.S. Person ______ Non-U.S. Person |
| |
(Check
applicable U.S./Non-U.S. line above.) |
All
subscribers should print the information requested below exactly as you wish it
to appear in the records of the Company.
|
____________________________________ |
_____________________________________ |
|
Name |
Social
Security Number of Individual or |
| |
Other
Taxpayer Identification Number |
| |
|
|
Address: |
Address
for notices (if different): |
| |
|
|
_____________________________________ |
_____________________________________ |
|
Number
and Street |
Number
and Street |
| |
|
|
_____________________________________ |
_____________________________________ |
|
City/State/Zip
Code |
City/State/Zip
Code |
| |
|
Form of
Joint Ownership (if applicable): ______ Tenants in Common ______ Joint w/ Rights
of Survivorship
ACCEPTANCE
OF SUBSCRIPTION
The
foregoing subscription is hereby accepted by Telecomm Sales Network, Inc. this
_____ day of ______________, 2004 for ____________________ Shares.
| |
Telecomm
Sales Network, Inc. |
| |
|
| |
By:
_______________________________ |
| |
Name
and Title: |
| |
|
Exhibit
A-1 to the Subscription Agreement
CONFIDENTIAL
PURCHASER QUESTIONNAIRE FOR U.S. INDIVIDUALS
Purpose
of this Questionnaire
The offer
and sale of up to three million (3,000,000) shares (the “Shares”) of the
common stock, $0.0001 par value (the “Common
Stock”) of
Telecomm Sales Network, Inc. (“TSN” or the
“Company”) are
being offered at a purchase price of US $0.05 per Share, without registration
under the Securities Act of 1933, as amended (the “Act”), or
the securities laws of any state, in reliance on the limited offering exemptions
contained in Section 4(2) and/or in Rule 506 of Regulation D of the General
Rules and Regulations under the Act and in reliance on similar exemptions under
applicable state laws, solely to “accredited investors,” as that term is defined
in Rule 501 of Regulation D. The Company must determine that each individual is
an “accredited investor” as defined in such Rule 501 before selling (or, in some
states, offering) Shares to such individual. This Questionnaire does not
constitute an offer to sell or a solicitation of any offer to buy Shares or any
other security.
THE
COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INVESTOR WHO HAS NOT DULY COMPLETED
A CONFIDENTIAL PURCHASER QUESTIONNAIRE.
Instructions
One copy
of this Questionnaire should be completed, signed, dated and delivered to
Daniels Daniels & Verdonik, P.A., P.O. Drawer 12218, Research Triangle Park,
North Carolina 27709-2218 (address for overnight couriers is 1822 N.C. Highway
54 East, Suite 200, Durham, North Carolina 27713), Attn: James F. Verdonik, Esq.
Please contact Mr. Verdonik by telephone at 919 544-5444, or by email at
jverdonik@d2vlaw.com if you
have any questions with respect to the Questionnaire.
PLEASE
ANSWER ALL QUESTIONS. If the
appropriate answer is “None” or “Not Applicable,” please so state. Please print
or type your answers to all questions. Attach additional sheets if necessary to
complete your answers to any item.
Your
answers will be kept strictly confidential at all times; however, the Company
may present this Questionnaire to such parties as it deems appropriate in order
to assure itself that the offer and sale of the Shares will not result in a
violation of the registration provisions of the Act or a violation of the
securities laws of any state.
1. Name
and Address. Please
provide the following personal information:
Name:
___________________________________________ Age:
_________________
Residence
Address
(including
Zip Code):
_____________________________________________________
Business
Address
(including
Zip Code):
_____________________________________________________
Telephone: Residence:
_________________
Business: _________________
Preferred
Mailing Address:
o Residence o Business
|
2. |
Accredited
investor status.
Please answer Question 2 by marking the appropriate box
below. |
(i) Did your
individual annual income during each of the
last two years exceed $200,000 and do you expect your annual income during the
current year to exceed $200,000, or did your joint annual income (together with
your spouse) during each of the
last two years exceed $300,000 and do you expect your joint annual income during
the current year to exceed $300,000?
(1)
o o
Yes
No
(ii) If the
answer to the preceding questions was no, does your individual or joint
(together with your spouse) net worth exceed $1,000,000?
(iii) If you
answer to Questions 2(i) and 2 (ii) was no, are you an executive officer or
director of the company?
o o
Yes
No
|
3. |
Citizenship.
If you are not a citizen of the United States of America, please indicate
your citizenship: |
|
|
________________________________________________________________________ |
______________________________
|
(1) |
For
this purpose, a person’s income is the amount of his individual adjusted
gross income (as reported on a federal income tax return), increased by
the following amounts: (a) any deductions for a portion of long term
capital gains (Section 1202 of the Internal Revenue Code, as amended (the
“Code”));
(b) any deduction for depletion (Section 611 et seq.
of the Code: (c) any exclusion for interest on tax exempt municipal
obligations (Sections 103 of the Code); and (d) any losses of a
partnership allocated to the individual (Schedule E of Form
1040). |
|
4. |
Bank
References (please include name and address of Bank and name of an
officer): |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
5. |
Attorney
(Name, Firm and Address): |
________________________________________________________________________
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
6. |
Accountant
(Name, Firm and Address): |
________________________________________________________________________
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
7. |
NASD
Affiliation
(Please include the firm name and address of each NASD member firm, if
any, with which you are affiliated or associated, and the nature of your
affiliation or association, if none, please so
indicate): |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
8. |
Investor
Suitability Information |
|
|
Occupation
or Profession:
___________________________________________________ |
|
|
Nature
of Business:
________________________________________________________ |
|
|
Name
of Employer:
_________________________________________________________ |
|
|
Address:
________________________________________________________________ |
(Street)
|
|
_______________________________________________________________________ |
(City) (State) (Zip
Code)
|
|
Office
Telephone Number:
___________________________ |
(Area
Code)
(Number)
Current
Position:
__________________________________________________________
|
|
Period
Employed:
_________________________________________________________ |
|
|
If
not employed or self-employed, give name and telephone number of person to
contact to verify income, and your relationship to such
person: |
|
|
_________________________________________________________________________ |
(Name) (Area
Code) (Number)
|
|
_______________________________________________________ |
|
|
Other
employment during the past five years (employer, position or title,
principal responsibilities and years of
service): |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
Do
you have sufficient knowledge and experience in financial business matters
so as to be capable of evaluating the merits and risks associated with
investing in the Company? |
o o
Yes
No
|
|
Please
briefly describe the basis of your knowledge and
experience: |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
9. |
Net
Worth Statement Excluding Home, Furnishings and
Automobiles |
|
A S
S E T S: |
|
|
L I
A B I L I T I E S: |
|
Liquid: |
|
|
Current |
$____________ |
|
Cash or Equivalent |
$____________
|
|
Long Term |
$____________ |
|
Marketable Securities |
$____________ |
|
TOTAL LIABILITES: |
$____________ |
|
Other Liquid Assets |
$____________ (1) |
|
|
|
| |
|
|
|
|
|
Non-Liquid: |
|
|
|
|
|
Restricted Securities |
$____________
(2) |
|
|
|
|
Real Estate |
$____________ (Exclude
Home) (3) |
|
|
|
Other Non-Liquid Assets |
$____________ (4) |
|
|
|
| TOTAL ASSETS: |
$____________ |
|
NET WORTH: |
$____________ |
(1) Identify:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
(2) Identify:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
(3) Value of
home, furnishings, and autos (less related debt or mortgages):
_____________________________________________________________
(4) Identify:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
|
10. |
2002
Individual Gross Income:
______________________________ |
|
11. |
2002
Gross Income Earned by Spouse:
_______________________ |
|
12. |
2003
Individual Gross Income:
_____________________________ |
|
13. |
2003
Gross Income Earned by Spouse:
_________________________ |
|
14. |
Anticipated
2004 Individual Gross Income:
_____________________ |
|
15. |
Anticipated
2004 Gross Income by Spouse:
_____________________ |
|
16. |
Do
you anticipate that your current level of income will change in the
foreseeable future and, if so, when and to what level do you expect it to
change? |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
17. |
Indicate
the extent of your involvement in the following types of
investments: |
|
Primary |
Year(s) |
Number
of |
Total
Dollar |
|
Investment
Purpose |
Purchased |
Investments |
Commitment |
|
Equity
Investment in Banks |
__________ |
__________ |
$____________ |
|
Other
Stocks |
__________ |
__________ |
$____________ |
|
Corporate
Bonds or Debentures |
__________ |
__________ |
$____________ |
|
Tax
Shelter Real Estate |
__________ |
__________ |
$____________ |
|
Other
Investment Real Estate |
__________ |
__________ |
$____________ |
|
Other
(Specify) |
__________ |
__________ |
$____________ |
How many
of the above were sold in a “private placement”?
________________________
|
18. |
Other
than listed above, describe investments you have made in the past (stocks,
bonds, annuities, etc.): |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
19. |
Are
you obligated as an endorser, guarantor, surety, indemnitor or otherwise
for any significant contingent liabilities? |
o
o
Yes
No
|
|
If
yes, please indicate type and amount: |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
20. |
Are
there any suits outstanding or litigation or claims pending against you
which could adversely and materially affect your financial
condition? |
If yes,
provide details:
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
21. |
Do
you understand the nature of the Investment and the risks
involved? |
|
22. |
Do
you understand that there is no assurance of any financial return on this
Investment and that you run the risk of losing your entire
Investment? |
|
23. |
By
signing this Questionnaire I hereby confirm the following
statements: |
| |
(a) |
I
am aware that the proposed offering of Shares will involve “restricted
securities,” as said term is defined in Rule 144 of the Rules and
Regulations promulgated under the Act, and that they, or any interest
therein may not be sold or otherwise transferred without having first been
registered under the all applicable federal and state securities laws, or
unless an exemption from such registration provisions is available with
respect to any such resale or transfer under all applicable federal and
state securities laws. |
| |
(b) |
I
acknowledge that any delivery to me of the accompanying subscription
documents and all material included therein (the “Offering Materials”)
relating to the Shares prior to the determination by the Company of my
suitability as an investor shall not constitute an offer of the Shares
until such determination of suitability shall be made, and I agree that I
shall promptly return the Offering Materials to the Company upon
request. |
| |
(c) |
My
answers to the foregoing questions are true and complete to the best of my
information and belief, and I will promptly notify the Company of any
changes in the information I have provided. |
_______________________________
(Printed
Name)
_______________________________
(Signature)
Date and
Place Executed:
Date:
___________________________
Place:___________________________
Exhibit
A-2 to the Subscription Agreement
CONFIDENTIAL
PURCHASER QUESTIONNAIRE FOR U.S. ORGANIZATIONS
Purpose
of this Questionnaire
The offer
and sale of up to three million (3,000,000) shares (the “Shares”) of the
common stock, $0.0001 par value (the “Common
Stock”) of
Telecomm Sales Network, Inc. (“TSN” or the
“Company”) are
being offered at a purchase price of US $0.05 per Share, without registration
under the Securities Act of 1933, as amended (the “Act”), or
the securities laws of any state, in reliance on the limited offering exemptions
contained in Section 4(2) and/or in Rule 506 of Regulation D of the General
Rules and Regulations under the Act and in reliance on similar exemptions under
applicable state laws, solely to “accredited investors,” as that term is defined
in Rule 501 of Regulation D. The Company must determine that each potential
purchaser is an “accredited investor” as defined in such Rule 501 before selling
(or, in some states, offering) Shares to such purchaser. This Questionnaire does
not constitute an offer to sell or a solicitation of any offer to buy Shares or
any other security.
THE
COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INVESTOR WHO HAS NOT DULY COMPLETED
A CONFIDENTIAL PURCHASER QUESTIONNAIRE.
Instructions
One copy
of this Questionnaire should be completed, signed, dated and delivered to
Daniels Daniels & Verdonik, P.A., P.O. Drawer 12218, Research Triangle Park,
North Carolina 27709-2218 (address for overnight couriers is 1822 N.C. Highway
54 East, Suite 200, Durham, North Carolina 27713), Attn: James F. Verdonik, Esq.
Please contact Mr. Verdonik by telephone at 919 544 5444, or by email at
jverdonik@d2vlaw.com if you
have any questions with respect to the Questionnaire.
PLEASE
ANSWER ALL QUESTIONS. If the
appropriate answer is “None” or “Not Applicable,” please so state. Please print
or type your answers to all questions. Attach additional sheets if necessary to
complete your answers to any item.
Your
answers will be kept strictly confidential at all times; however, the Company
may present this Questionnaire to such parties as it deems appropriate in order
to assure itself that the offer and sale of the Shares will not result in a
violation of the registration provisions of the Act or a violation of the
securities laws of any state.
As used
in this Questionnaire, the term “Organization,” unless otherwise indicated,
refers to any corporation, trust, partnership or other association or similar
entity which may purchase Shares.
1. Name
and Address. Please
provide the following personal information:
Name of
Organization: _____________________________________________________
Address
of Principal Office:
_________________________________________________
(including
Zip Code)
_________________________________________________________________________
Telephone
No.: (___________) ______________________________________________
Type of
Organization (e.g., corporation, trust, limited partnership, general
partnership)
_________________________________________________________________________
Date of
Formation or Incorporation
____________________________________________
State of
Formation or Incorporation
____________________________________________
|
2. |
Information
regarding principals.
Please provide the names, addresses, positions or titles, ages and
citizenship of all executive officers, trustees or general partners
authorized to act with respect to investments by the Organization
generally. |
Name |
Address |
Position
or Title |
Age |
Citizenship |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
3. |
Business
description.
Please describe the business of the
Organization. |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
4. |
Authority.
Please provide the following information concerning the Organization’s
authority to subscribe for the purchase of
Shares. |
4.1. The
name(s) of the officer(s), trustee(s) or partner(s) of the Organization who is
(are) authorized to subscribe for the purchase of Shares and who will be
effecting the purchase.
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
4.2. Indicate
by check mark whether permission or authorization from any person other than
those listed in the answer to Question 4.1 is necessary in order for the
Organization to effect the purchase of the Shares.
4.3. If the
answer to Question 4.2 is “yes,” please provide the following additional
information:
4.3.1. Identify
all such persons from whom such permission or authorization is
necessary.
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
4.3.2. Indicate
by check mark whether such permission or authorization has been
obtained.
4.3.3. Indicate
when such permission or authorization was obtained. (A copy of such
authorization must be submitted not later than the date of execution of a
Subscription Agreement relating to the purchase of Shares. In addition, TSN may,
in its sole discretion, require that an opinion of counsel, satisfactory to TSN,
be submitted with respect to the authorizations referred to in the Question
4.)
________________________________________________________________________
4.3.4. If the
answer to Question 4.3.2. is “no,” indicate what steps are being taken to obtain
such authorization.
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
|
________________________________________________________________________ |
|
5. |
Accredited
Investor status.
Please answer Question 5.1 by marking the appropriate box below. As
indicated below, questions 5.2 or 5.3, if applicable, need only be
answered if the answer to 5.1 is “No”. |
5.1. Does the
organization qualify as (a) any of the types of entities as defined in Rule
501(a)(1) of Regulation D pursuant to the rules and regulations of the
Securities and Exchange Commission, (b) a private business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, or (c)
an organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, or similar business trust or partnership, not formed for the
specific purpose of acquiring the securities offered hereby, with total assets
in excess of $5,000,000?
5.2. If the
Questionnaire is answered on behalf of a corporation, partnership or other
entity, does each equity owner either (a) have an individual or joint net worth
(together with owners spouse) in excess of $1,000,000 or (b) (i) expect to have
an annual income during this year, and represent that he had an annual income
during each of the last two years in excess of $200,000 and expect to have an
annual income during the current year to be in excess of $200,000 or (ii) expect
to have a joint annual income (together with owners spouse) during this year,
and represent that they had joint annual income during each of the last two
years in excess of $300,000. (1)
IF YOU
ANSWER “YES” TO QUESTION 5.1 OR 5.2,
PLEASE
PROCEED TO QUESTION 7 ON PAGE XI
5.3.1. If the
questionnaire is answered on behalf of a trust, the trust hereby represents that
it was not formed for the specific purpose of acquiring the Shares, has total
assets in excess of $5,000,000 and whose purchase is directed by a
“sophisticated person,” as that term is defined in Rule 506 (b) (2) (ii) of
Regulation D.
|
|
(For
the purposes of this questionnaire, a “sophisticated person” means any
person who has such knowledge and experience in financial and business
matters that he or she is capable of evaluating the merits and risks of
the prospective investment.) |
____________________________
|
(1) |
For
this purpose, a person’s income is the amount of his individual adjusted
gross income (as reported on a federal income tax return), increased by
the following amounts: (a) any deductions for a portion of long term
capital gains (Section 1202 of the Internal Revenue Code, as amended (the
“Code”)); (b) any deduction for depletion (Section 611 et seq.
of the Code); (c) any exclusion for interest on tax-exempt municipal
obligations (Section 103 of the Code); and (d) any losses of a partnership
allocated to the individual (as reported on Schedule E of Form
1040). |
5.3.2. If the
purchaser will be a partnership or a trust, the income and deductions of which
are passed on to a beneficiary for tax purposes, provide the information
requested by Questions 5.3.2 (i) to (iii) and (a) to (l) for each partner or
each beneficiary AND the
trust or partnership.
| |
(i) |
Did
your annual income during each of
the last two years exceed $200,000 and do you expect your annual income
during the current year to exceed $200,000, or did your joint annual
income (together with your spouse) during each of
the last two years exceed $300,000 and do you expect your joint annual
income during the current year to exceed $300,000? (2) |
| |
(ii) |
If
the answer to the preceding questions was no, does your individual or
joint (together with your spouse) net worth exceed
$1,000,000? |
| |
(iii) |
If
your answer to Questions 5.3.2 (i) and 5.3.2 (ii) was no, are you an
executive officer or director of the
Company? |
(a) Net
Worth Statement Excluding Home, Furnishings and Automobiles
|
A S
S E T S: |
|
|
L I
A B I L I T I E S: |
|
Liquid: |
|
|
Current |
$____________ |
|
Cash or Equivalent |
$____________
|
|
Long Term |
$____________ |
|
Marketable Securities |
$____________ |
|
TOTAL LIABILITES: |
$____________ |
|
Other Liquid Assets |
$____________ (1) |
|
|
|
| |
|
|
|
|
|
Non-Liquid: |
|
|
|
|
|
Restricted Securities |
$____________
(2) |
|
|
|
|
Real Estate |
$____________ (Exclude
Home) (3) |
|
|
|
Other Non-Liquid Assets |
$____________ (4) |
|
|
|
| TOTAL ASSETS: |
$____________ |
|
NET WORTH: |
$____________ |
___________________________
|
(2) |
For
this purpose, a person’s income is the amount of his individual adjusted
gross income (as reported on a federal income tax return), increased by
the following amounts: (a) any deductions for a portion of long term
capital gains (Section 1202 of the Internal Revenue Code, as amended (the
“Code”)); (b) any deduction for depletion (Section 611 et seq.
of the Code); (c) any exclusion for interest on tax-exempt municipal
obligations (Section 103 of the Code); and (d) any losses of a partnership
allocated to the individual (as reported on Schedule E of Form
1040). |
(1) Identify:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
(2) Identify:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
(3) Value of
home, furnishings, and autos (less related debt or mortgages):
_____________________________________________________________
(4) Identify:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
|
b) |
2002
Investor Gross Income:
______________________________ |
|
c) |
2002
Gross Income Earned by Spouse:
_______________________ |
|
d) |
2003
Investor Gross Income:
_____________________________ |
|
e) |
2003
Gross Income Earned by Spouse:
_________________________ |
|
f) |
Anticipated
2004 Investor Gross Income:
_____________________ |
|
g) |
Anticipated
2004 Gross Income by Spouse:
_____________________ |
|
h) |
Do
you anticipate that your current level of income will change in the
foreseeable future and, if so, when and to what level do you expect it to
change? |
|
|
________________________________________________________________________ |
i) Indicate
the extent of your involvement in the following types of
investments:
|
Primary |
Year(s) |
Number
of |
Total
Dollar |
|
Investment
Purpose |
Purchased |
Investments |
Commitment |
|
Equity
Investment in Banks |
__________ |
__________ |
$____________ |
|
Other
Stocks |
__________ |
__________ |
$____________ |
|
Corporate
Bonds or Debentures |
__________ |
__________ |
$____________ |
|
Tax
Shelter Real Estate |
__________ |
__________ |
$____________ |
|
Other
Investment Real Estate |
__________ |
__________ |
$____________ |
|
Other
(Specify) |
__________ |
__________ |
$____________ |
How many
of the above were sold in a “private placement”?
________________________
| |
j) |
Other
than listed above, describe investments you have made in the past (stocks,
bonds, annuities, etc.): |
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
| |
k) |
Are
you obligated as an endorser, guarantor, surety, indemnitor or otherwise
for any significant contingent liabilities? |
If yes,
please indicate type and amount:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
| |
l) |
Are
there any suits outstanding or litigation or claims pending against you
which could adversely and materially affect your financial
condition? |
If yes,
provide details:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
IF YOU
ANSWER “YES” TO EITHER QUESTION 5.1 OR 5.2,
PLEASE
PROCEED TO QUESTION 7 ON PAGE XI. HOWEVER, IF YOU ANSWER
“YES” TO
QUESTION 5.3.1, YOU MUST ANSWER ALL OF QUESTION 6.
|
6. |
Sophistication
of decision-maker.
Each person whose name appears in the answer to Question 4.1 above must
answer Questions 6.1, 6.2, 6.3 and 6.4. If more than one investor is named
in the answer to Question 4.1, each investor should answer separately and
such answers should be attach to this
Questionnaire. |
|
|
Name
of Person Answering Question 6:
________________________________________ |
6.1. Please
list all the education institutions you have attended (including colleges, and
specialized training schools) and indicate the dates attended and the degree(s)
(if any) obtained from each.
|
From |
To |
Institution |
Degree |
|
_______ |
_______ |
_________________________________ |
____________ |
|
_______ |
_______ |
_________________________________ |
____________ |
|
_______ |
_______ |
_________________________________ |
____________ |
|
_______ |
_______ |
_________________________________ |
____________ |
|
_______ |
_______ |
_________________________________ |
____________ |
6.2. Please
provide the following information concerning your business
experience:
6.2.1. Indicate
your principal business experience or other occupations during the last ten
years. (Please list your present, or most recent, position first and the others
in reverse chronological order.)
|
From |
To |
Name
and Address of Employer |
Position |
|
_______ |
_______ |
_________________________________ |
____________ |
|
|
|
_________________________________ |
____________ |
|
|
|
_________________________________ |
|
|
_______ |
_______ |
_________________________________ |
____________ |
|
|
|
_________________________________ |
____________ |
|
|
|
_________________________________ |
|
|
_______ |
_______ |
_________________________________ |
____________ |
|
|
|
_________________________________ |
____________ |
|
|
|
_________________________________ |
|
|
_______ |
_______ |
_________________________________ |
____________ |
|
|
|
_________________________________ |
____________ |
|
|
|
_________________________________ |
|
|
_______ |
_______ |
_________________________________ |
____________ |
|
|
|
_________________________________ |
____________ |
|
|
|
_________________________________ |
|
6.2.2. Describe,
in greater detail, your present or most recent business or occupation, as listed
in your answer to Question 6.2.1. Please indicate such information as the nature
of your employment, the principal business of your employer, the principal
activities under your management or supervision and the scope (e.g., dollar
volume, industry rank, etc.) of such activities.
_________________________________________________________________________
|
|
_________________________________________________________________________ |
_________________________________________________________________________
_________________________________________________________________________
6.2.3. Describe
any significant business you engage or intend to engage in other than as
specified above.
_________________________________________________________________________
|
|
_________________________________________________________________________ |
_________________________________________________________________________
_________________________________________________________________________
6.3. Please
provide the following information concerning your financial
experience:
6.3.1. Indicate
by check mark which of the following categories best describes the extent of
your prior experience in the areas of investment listed below:
| |
Substantial |
Limited |
No |
|
|
Experience |
Experience |
Experience |
|
Marketable
Securities |
_________ |
_________ |
_________ |
|
Government
Securities |
|
|
|
|
Municipal
(tax-exempt) securities |
_________ |
_________ |
_________ |
|
Stock
Options |
_________ |
_________ |
_________ |
|
Commodities |
_________ |
_________ |
_________ |
|
Real
Estate Programs |
_________ |
_________ |
_________ |
|
Securities
for which no market exists |
_________ |
_________ |
_________ |
|
Limited
Partnerships |
_________ |
_________ |
_________ |
|
Tax
Deferred Investments Generally |
_________ |
_________ |
_________ |
6.3.2. For those
investments for which you indicated “substantial experience” above, please
answer the following additional questions by checking the appropriate
box:
A. Do you
make your own investment decisions with respect to such
investments?
o Always o Frequently
o Usually o Rarely
B. What are
your principal sources of investment knowledge or advice?
(You
may check more than one.)
o First hand experience with industry
o Financial publication(s)
o Trade or industry publication(s)
o Banker(s)
o Broker(s)
o Investment Adviser(s)
o Attorney(s)
o Accountant(s)
6.3.3. Indicate
by check mark whether you maintain any of the following types of accounts over
which you, rather than a third party, exercise investment discretion, and the
length of time you have maintained each type of account.
Securities
(cash) _________ _________
Number of
years _________
Yes
No
Securities
(margin) _________ _________
Number of
years _________
Yes
No
Commodities _________ _________
Number of
years _________
Yes
No
6.4. Please
provide in the space below any additional information which would indicate that
you have sufficient knowledge and experience in financial and business matters
so that you are capable of evaluating the merits and risks of investing in
restricted securities of an enterprise such as the Company.
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
7. Bank
references (please
include name and address of Bank and name of an officer):
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
8. Attorney (Name,
Firm and Address):
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
9. Accountant (Name,
Firm and Address):
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
|
10. |
NASD
Affiliation (Please
include the firm name and address of each NASD member, if any, with which
you are affiliated or associated, and the nature of your affiliation or
association or, if none, pleas so
indicate): |
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
|
|
_________________________________________________________________________ |
|
11. |
By
signing this Questionnaire the undersigned hereby confirm the following
statements: |
| |
(a) |
I
(We) am (are) aware that the proposed offering of the Shares will involve
“restricted securities,” as this term is defined in Rule 144 of the Rules
and Regulations promulgated under the Act, and that they, or any interest
therein may not be sold or otherwise transferred without having first been
registered under the all applicable federal and state securities laws, or
unless an exemption from such registration provisions is available with
respect to any such resale or transfer under all applicable federal and
state securities laws. |
| |
(b) |
I
(We) acknowledge on behalf of the Organization named below that any
delivery to such Organization of the accompanying subscription documents
and all material included therein (the “Offering Materials”) relating to
the Shares prior to the determination by TSN of the suitability of the
Organization as an investor shall not constitute an offer of the Shares
until such determination of suitability shall be made, and that the
Offering Materials shall be returned promptly to TSN upon
request. |
| |
(c) |
The
foregoing questions are true and accurate to the best of my (our)
information and belief, and the Company will be notified promptly of any
changes in the foregoing answers. |
If
additional signature is required: __________________________________
Print
Name of Organization
By:
_____________________________ By:
_______________________________
Signature of Officer, Trustee or Partner
Signature of Officer, Trustee or Partner
_______________________________ _______________________________
Signature
of Officer, Trustee or Partner Signature of
Officer, Trustee or Partner
Date and
Place Executed:
Date:
___________________________
Place:___________________________
A-2-10