REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2007 • GuangZhou Global Telecom, Inc. • Communications services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2007, between Guangzhou Global Telecom, Inc., a Florida corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2007 • GuangZhou Global Telecom, Inc. • Communications services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2007 between Guangzhou Global Telecom, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • August 8th, 2007 • GuangZhou Global Telecom, Inc. • Communications services, nec • New York
This SECURITY AGREEMENT, dated as of July 31, 2007 (this “Agreement”), is among Guangzhou Global Telecom, Inc., a Florida corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due issued on July __, 2007 in the original aggregate principal amount of $_________ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 8th, 2007 • GuangZhou Global Telecom, Inc. • Communications services, nec • New York
SUBSIDIARY GUARANTEE, dated as of July 31, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Guangzhou Global Telecom, Inc, a Florida corporation (the “Company”) and the Purchasers.
FORM OF COMMON STOCK PURCHASE WARRANT GUANGZHOU GLOBAL TELECOM, INC.GuangZhou Global Telecom, Inc. • August 8th, 2007 • Communications services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guangzhou Global Telecom, Inc., a Florida corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF 8% SENIOR SECURED CONVERTIBLE DEBENTUREGuangZhou Global Telecom, Inc. • August 8th, 2007 • Communications services, nec • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Guangzhou Global Telecom, Inc., a Florida corporation (the “Company”), having its principal place of business at APT 29D, Block E, No.11 Hao Jing Street, Zhu Jiang Di Jing Yuan, YiZhou Road, HaiZhu District, Guangzhou China, 510310, designated as its 8% Senior Secured Convertible Debenture (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
