SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8-K
___________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED): February 21,
2008
Guangzhou
Global Telecom, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
Florida
|
333-130937
|
59-3565377
|
|
(STATE
OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
|
(COMMISSION
FILE NO.)
|
(IRS
EMPLOYEE IDENTIFICATION NO.)
|
Room
1802, North Tower, Suntec Plaza,
No.
197 Guangzhou Avenue North
Guangzhou,
PRC 510075
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(44)
1207-245-6131
(ISSUER
TELEPHONE NUMBER)
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
EXPLANATION: This
amendment is being filed to properly label and link all of the exhibits on
the exhibit schedule as set forth below.
FORWARD
LOOKING STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by Registrant’s management. When used in the
filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
Item
1.01.
Entry into
a Material Definitive Agreement
.
On July
31, 2007 (the “Issuance Date”), we entered into a Securities Purchase Agreement
with Enable Growth Partners LP, Pierce Diversified Strategy Master Fund LLC, and
Enable Opportunity Partners LP (individually, the “Investor” and collectively,
the “Investors”), whereby the Investors committed to purchase (i) $3,000,000 in
Callable Secured Convertible Notes (the “Notes”) with a principal amount
aggregating $3,428,571 based on an original issue discount of 12.5% and (ii)
warrants to purchase 2,090,582 shares of our common stock (the
“Warrants”).
In
conjunction with the Securities Purchase Agreement entered into with the
Investors, on February 21, 2008, we entered into an Amendment Agreement (the
“Amendment Agreement”) with the Investors whereby we amended the conversion
price of the Notes to $0.28 and the exercise price of the Warrants to
$0.28. Secondly, pursuant to the terms of the Amendment Agreement,
each Investor, severally and not jointly with the other Investor, waived the
condition to the Second Closing as defined within the Securities Purchase
Agreement that the Registration Statement be declared effective by February 1,
2008, provided that a Registration Statement registering 130% of the Registrable
Securities (as defined in the Registration Rights Agreement) has been declared
effective prior to the date hereof and shall have thereafter remained effective
through and including the date of the Second Closing, as defined within the
Securities Purchase Agreement.
Additionally,
in conjunction with Amendment Agreement and the effectiveness of our
Registration Statement on Form SB-2 on February 4, 2008, the Investors funded
the Second Closing, as defined within the Securities Purchase Agreement with a
purchase of $1,000,000, which principally aggregates to the amount of $1,142,857
based on an original issue discount of 12.5%.
Midtown
Partners & Co. LLC acted as the placement agent for this
financing. They will receive 11% of the aggregate purchase price and
10% of the warrants issued to the Investors, or 836,236 warrants.
The
description of the terms of this transaction and the documents referenced
hereinabove are qualified by the terms of the actual documents which are
contained in the exhibits filed hereto.
Item
2.03.
Creation
of a Direct Financial Obligation
.
See Item
1.01 of this Current Report.
Item
3.02.
Unregistered Sales of Equity
Securities
See Item
1.01 of this Current Report.
Upon
closing of the above-referenced transactions, we believe that the offer and sale
of these securities will be exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Sections 4(2) and 4(6) thereof,
and Rule 506 of Regulation D of the Securities and Exchange Commission and from
various similar state exemptions. In connection with the sale of these
securities, the Company relied on each of the Investors’ written representations
that it was either an “accredited investor” as defined in Rule 501(a) of the
Securities and Exchange Commission or a “qualified institutional buyer” as
defined in Rule 144A(a). In addition, neither the Company nor anyone
acting on its behalf offered or sold these securities by any form of general
solicitation or general advertising.
Item
9.01.
Financial
Statements, Pro Forma Financial Information and Exhibits
.
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(a)
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Financial
Statements of Businesses Acquired.
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|
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|
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None;
not applicable.
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|
|
|
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(b)
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Pro
Forma Financial Information.
|
|
|
|
|
|
|
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None;
not applicable.
|
|
|
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(c)
|
Exhibits.
|
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Exhibit
Number
|
Description
|
|
|
|
|
10.1
|
Securities
Purchase Agreement (1)
|
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10.2
|
Schedule
3.1(g) to the Securities Purchase Agreement
|
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10.3
|
Schedule
3.1(i) to the Securities Purchase Agreement
|
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10.4
|
Registration
Rights Agreement (1)
|
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10.5
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Subsidiary
Guarantee (1)
|
|
|
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10.6
|
Security
Agreement (1)
|
|
|
|
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10.7
|
Form
of Senior Secured Convertible Debenture (1)
|
|
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10.8
|
Form
of Common Stock Purchase Warrant (1)
|
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10.9
|
Amendment
Agreement
|
Incorporated by
Reference
.
(1) Incorporated
by reference to Form 8-K/A filed on August 8, 2007 (File No.
333-130937)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Guangzhou
Global Telecom, Inc.
By:
/
s/ Li
Yankuan
Li
Yankuan
President
Dated:
February 28, 2008
SCHEDULE
3.1(g)
Capitalization:
General
Our
authorized capital stock consists of 75,000,000 shares of common stock at a par
value of $0.01 per share and no shares of preferred stock.
Common
Stock
As
of February 21, 2008 53,170,000 shares of common stock are issued and
outstanding and held by approximately 53 shareholders. Holders of our common
stock are entitled to one vote for each share on all matters submitted to a
stockholder vote.
Holders
of common stock are entitled to one vote for each share of common stock owned of
record on all matters to be voted on by stockholders, including the election of
directors. The holders of common stock are entitled to receive such dividends,
if any, as may be declared from time to time by the Board of Directors, in its
discretion, from funds legally available. The common stock has no preemptive or
other subscription rights, and there are no conversion rights or redemption
provisions. All outstanding shares of common stock are validly issued, fully
paid and non-assessable.
Preferred
Stock
As
of February 21, 2008, we have no preferred stock authorized.
Dividends
We have
never declared or paid any cash dividends on shares of our capital stock. We
currently intend to retain earnings, if any, to fund the development and growth
of our business and do not anticipate paying cash dividends in the foreseeable
future.
Our
payment of any future dividends will be at the discretion of our board of
directors after taking into account various factors, including our financial
condition, operating results, cash needs and growth plans.
Warrants
As
of February 21, 2008, we have 9,198,604 warrants
outstanding. Each warrant entitles the warrant holder to one share of
our common stock. The exercise price for the warrants is $.28 per share. As the
warrants have a cashless provision, we will only receive proceeds from the
exercise of the warrants if the warrants are exercised for cash.
Options
As
of February 21, 2008, we have not granted any stock options.
Convertible
Notes
On July
31, 2007, we entered into a Securities Purchase Agreement for a total
subscription amount of $3,428,571 that included Stock Purchase Warrants and
Callable Secured Convertible Notes with Enable Growth Partners LP, Pierce
Diversified Strategy Master Fund LLC, and Enable Opportunity Partners LP
(collectively, the “Investors”). As of the date of this Prospectus,
the Investors hold Notes aggregating $2,285,714 and are obligated to issue
additional Notes in the amount of $1,142,857. The Callable Secured
Convertible Notes were convertible into shares of our common stock at an initial
conversion price of $0.82 per share. We recently amended the Callable
Secured Convertible Notes, however, to reduce the conversion price to $.28 per
share.
Anti-Dilution
. The Notes’
exercise/conversion price will be adjusted in certain circumstances such as if
we issue common stock at a price below those exercise/conversion prices, except
for any securities issued in connection with the Notes, if we pay a stock
dividend, subdivide or combine outstanding shares of common stock into a greater
or lesser number of shares, or take such other actions as would otherwise result
in dilution of the Investors’ position. In particular, if, at any
time while the Notes’ are outstanding, we grant any option to purchase, or
issue, any common stock at a price per share that is lower than the conversion
price of $.28 then the exercise/ conversion price shall be reduced to equal the
lower price per share offered in such grant, issuance or sale.
Warrants
Based on
our aforementioned financing, we issued to the Investors and Midtown Partners,
LLC five (5) year Warrants to purchase shares of our common stock, exercisable
at $1.12 per share, except that the Warrants contain anti-dilution protections
which in certain circumstances may result in a reduction to the exercise
price. We recently amended the warrants, however, to reduce the
exercise price to $.28 per share. Each Warrant entitles the holder to
one share of our common stock and is exercisable for five (5) years from July
31, 2007. The Warrants are subject to registration rights.
Enable
Growth Partners – 7,108,012
Pierce
Diversified Strategy Master Fund LLC – 418,120
Enable
Opportunity Partners – 836,236
Midtown
Partners, LLC:
Bruce
Jordan - 41,812
Richard
Kreger
- 585,365
William
Crawford
- 83,624
Midtown Partners & Co.,
LLC - 125,435
Total
- 836,236
Ratchet Dilution
Protection(s)
. If the Company or any Subsidiary thereof, as
applicable, at any time while the Warrant is outstanding, shall sell or grant
any option to purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any option to
purchase or other disposition) any Common Stock entitling any Person to acquire
shares of Common Stock, at an effective price per share less than the $0.28
Exercise Price (such lower price, the “
Base Share Price
” and
such issuances collectively, a “
Dilutive Issuance
”)
(if the holder of the Common Stock or Common Stock Equivalents so issued shall
at any time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or otherwise, or
due to warrants, options or rights per share which are issued in connection with
such issuance, be entitled to receive shares of Common Stock at an effective
price per share which is less than the Exercise Price, such issuance shall be
deemed to have occurred for less than the Exercise Price on such date of the
Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to
equal the Base Share Price and the number of Warrant Shares issuable hereunder
shall be increased such that the aggregate Exercise Price payable hereunder,
after taking into account the decrease in the Exercise Price, shall be equal to
the aggregate Exercise Price prior to such adjustment. Such
adjustment shall be made whenever such Common Stock is issued.
The
following table sets forth certain information regarding the ownership of our
common stock as of February 21, 2008, by: (i) each director; (ii) each person
who is known to us to be the beneficial owner of more than five percent of our
outstanding common stock; (iii) each of our executive officers named in the
Summary Compensation Table; and (iv) all our current executive officers and
directors of as a group. Except as otherwise indicated in the footnotes, all
information with respect to share ownership and voting and investment power has
been furnished to us by the persons listed. Except as otherwise indicated in the
footnotes, each person listed has sole voting power with respect to the shares
shown as beneficially owned.
|
Name
and Address
|
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Number
of Common Shares Beneficially Owned(2)
|
|
|
Percent
of Class
|
|
|
Yankuan
Li
(1)
|
|
|
12,343,424
|
|
|
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23.2
|
%
|
|
Fintel
Group Limited
|
|
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3,503,940
|
|
|
|
6.59
|
%
|
|
Yiwen
Wu
(1)
|
|
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250,000
|
|
|
|
0.5
|
%
|
|
Zhihan
Hu
(1)
|
|
|
10,000
|
|
|
|
0.02
|
%
|
|
All
directors and executive officers as a group (3 in number)
(3)
|
|
|
12,603,424
|
|
|
|
23.83
|
%
|
(1)
The
person listed is an officer and/or director of the Company.
(2)
Based
on 53,170,000 shares of common stock issued and outstanding as of February 21,
2008.
3
AMENDMENT
AGREEMENT
This
Amendment Agreement (the “
Agreement
”), dated as
of February 21, 2008, is by and among Guangzhou Global Telecom,
Inc., a Florida corporation (the “
Company
”) and the
investors signatory hereto (each, a “
Purchaser
” and
collectively, the “
Purchasers
”).
WHEREAS,
pursuant to a securities purchase agreement dated July 31, 2007 among the
Company and the Purchasers (the “
Purchase Agreement
”),
the Purchasers were issued debentures and warrants in the individual amounts set
forth below such Purchaser’s name on the signature pages to the Purchase
Agreement;
WHEREAS, the parties also wish to amend
certain terms of the Transaction Documents and proceed with the Second
Closing.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Purchasers and the Company agree as
follows:
ARTICLE
I
DEFINITIONS
Section
1.
Definitions
. Capitalized
terms not defined in this Agreement shall have the meanings ascribed to such
terms in the Purchase Agreement.
ARTICLE
II
AMENDMENTS
AND OTHER AGREEMENTS
Section
2.1.
Amendment to Conversion
Price
. Immediately prior to the consummation of the
transactions contemplated hereunder, the Conversion Price shall be reduced to
equal $0.28, subject to adjustment pursuant to the terms of the
Debentures.
Section
2.2
Amendment to the Exercise
Price of the Warrants
. Immediately prior to the consummation
of the transactions contemplated hereunder, the Exercise Price (as defined in
the Warrants) shall be reduced to $0.28, and the number of Warrant Shares
issuable thereunder shall be increased such that the aggregate Exercise Price
payable thereunder, after taking into account such decrease in the Exercise
Price, shall be equal to the aggregate Exercise Price prior to such
adjustment.
Section
2.3
Waiver of certain Second
Closing Conditions
. Subject to the terms and conditions set forth herein,
each Purchaser, severally and not jointly with the other Purchasers, hereby
waives the condition to the Second Closing set forth in Section 2.3(b)(v) of the
Purchaser Agreement that the Registration Statement be declared effective by
February 1, 2008, provided that a Registration Statement registering 130% of the
Registrable Securities (as defined in the Registration Rights Agreement) has
been declared effective prior to the date hereof and shall have thereafter
remained effective through and including the date of the Second
Closing.
Section
2.4
Effect on Purchase
Agreement
.
The foregoing consents and waivers are given solely in
respect of the transactions described herein.
Except as expressly set
forth herein, all of the terms and conditions of the Transaction Documents shall
continue in full force and effect after the execution of this Agreement, and
shall not be in any way changed, modified or superseded by the terms set forth
herein.
This Agreement shall not
constitute a novatio
n or satisfaction and
accord of any Transaction Document.
Section
2.5
Filing of Form
8-K
. Within 1 Trading Day of the date hereof, the Company
shall issue a Current Report on Form 8-K, reasonably acceptable to each
Purchaser disclosing the material terms of the transactions contemplated hereby,
which shall include this Agreement, and the schedules hereto, as an attachment
thereto.
Section
2.6
Conditions to Purchasers
Obligations
. The respective obligations of the Purchasers
hereunder and in connection with the Second Closing are subject to the following
conditions being met:
(a) the
accuracy in all material respects on the date of the Second Closing of the
representations and warranties of the Company contained herein;
(b) all
obligations, covenants, conditions, deliveries and agreements of the Company
required to be performed at or prior to the Second Closing shall have been
performed;
(c) all
Purchasers parties to the Purchase Agreement shall have agreed to the terms and
conditions of this Agreement;
(d) the
delivery of an opinion of counsel to the Company regarding this Agreement and
the Second Closing, in form and substance reasonably acceptable to the
Purchasers;
(e) there
shall have been no Material Adverse Effect with respect to the Company since the
date hereof; and
(f) from
the date hereof to the Second Closing, trading in the Common Stock shall not
have been suspended by the Commission (except for any suspension of trading of
limited duration agreed to by the Company, which suspension shall be terminated
prior to the Second Closing), and, at any time prior to the Closing, trading in
securities generally as reported by Bloomberg Financial Markets shall not have
been suspended or limited, or minimum prices shall not have been established on
securities whose trades are reported by such service, or on any Trading Market,
nor shall a banking moratorium have been declared either by the United States or
New York State authorities nor shall there have occurred any material outbreak
or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, in the reasonable judgment of each Purchaser, makes
it impracticable or inadvisable to consummate the transactions
hereunder.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
Section
3.1
Representations and
Warranties of the Company
. The Company hereby make the
representations and warranties set forth below to the Purchasers that as of the
date of its execution of this Agreement:
(a)
Authorization;
Enforcement.
The Company has the requisite corporate
power and
authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of such Company and no
further action is required by such Company, its board of directors or its
stockholders in connection therewith. This Agreement has been duly
executed by the Company and, when delivered in accordance with the terms hereof
will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.
(b)
No
Conflicts
. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company’s certificate or articles of incorporation, bylaws or
other organizational or charter documents, or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a
default) under, result in the creation of any lien upon any of the properties or
assets of the Company, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of,
any material agreement, credit facility, debt or other material instrument
(evidencing Company debt or otherwise) or other material understanding to which
the Company is a party or by which any property or asset of the Company is bound
or affected, or (iii) conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company is bound or affected.
(c)
Other Representations,
Warranties and Covenants
. Except as set forth on
Schedule 3(c)
, the
Company hereby represents and warrants to each Purchaser that the Company’s
representations and warranties listed in Section 3.1 of the Purchase Agreement
are true and correct as of the date hereof.
Section
3.2.
Representations and
Warranties of the Purchasers.
The Purchaser hereby makes the
representations and warranties set forth below to the Company that as of the
date of its execution of this Agreement:
(a)
Due Authorization
.
Such Purchaser represents and warrants that (i) the execution and delivery of
this Agreement by it and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary action on its behalf and (ii)
this Agreement has been duly executed and delivered by such Purchaser and
constitutes the valid and binding obligation of such Purchaser, enforceable
against it in accordance with its terms, except (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.
ARTICLE
IV
MISCELLANEOUS
Section
4.1
Notices
. Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be made in accordance with the provisions of the
Purchase Agreement.
Section
4.2
Survival
. All
warranties and representations (as of the date such warranties and
representations were made) made herein or in any certificate or other instrument
delivered by it or on its behalf under this Agreement shall be considered to
have been relied upon by the parties hereto and shall survive the transactions
contemplated hereby. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of each of the parties; provided
however that no party may assign this Agreement or the obligations and rights of
such party hereunder without the prior written consent of the other parties
hereto.
Section
4.3
Execution
. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.
Section
4.4
Severability
. If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.
Section
4.5.
Governing
Law
. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined pursuant to
the Governing Law provision of the Purchase Agreement.
Section
4.6.
Entire
Agreement
. The Agreement, together with the exhibits and
schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and
schedules.
Section
4.7
Construction
. The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.
Section
4.8
Independent Nature of
Purchasers’ Obligations and Rights
. The obligations of each
Purchaser hereunder are several and not joint with the obligations of any other
Purchasers hereunder, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other Purchaser hereunder. Nothing
contained herein or in any other agreement or document delivered at any closing,
and no action taken by any Purchaser pursuant hereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in any
way acting in concert with respect to such obligations or the transactions
contemplated by this Agreement. Each Purchaser shall be entitled to protect and
enforce its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.
Section
4.9
Termination
.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s
obligations hereunder, by written notice to the other parties, if the Closing
has not been consummated on or before February 22, 2008.
Section
4.10
Fees and
Expenses
. Except as expressly set forth herein,
each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Company shall pay all transfer agent fees, stamp
taxes and other taxes and duties levied in connection with the delivery of any
Securities.
***********************
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.
|
GUANGZHOU
GLOBAL TELECOM, INC.
|
|
By:_____________________________________
Name:
Title:
|
[PURCHASER
SIGNATURE PAGES TO GZGT
AMENDMENT
AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.
Name of
Purchaser:
_____________________________________________________________
Signature of Authorized Signatory of
Purchaser
: ______________________________________
Name of
Authorized Signatory:
____________________________________________________
Title of
Authorized Signatory:
_____________________________________________________
Email
Address of
Purchaser:_______________________________________________________
Address
for Notice of Purchaser:
Address
for Delivery of Securities for Purchaser (if not same as above):
Second
Closing Subscription Amount:
Second
Closing Principal Amount (Subscription Amount x
1.142857):