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Strategies & Market Trends : CYBERIAN UNIVERSITY -- Ignore unavailable to you. Want to Upgrade?

To: ztect who wrote (3)	6/6/1999 7:29:00 PM
From: ztect	Respond to of 46

*Private Placements are NOT boiler plates ragingbull.com Does anyone remember the parameters regarding the day and cost average for shares conversion? I couldn't find it...Can someone help? Well anyway below are key components of the PP any "serious" investor in high risk investments such as TSIG should familiarize themselves with. Specifically Per 8.2 item (a)of the items presented below considering certain "events" that have transpired, the one question remaining to TSIG.com regards as whether or not a breach of a confidentiality agreement has occurred. Regardless, the ultimate irony of this all is that he who sought the most by any means may receive the least and less still... Or, in plain speak. Bernie is still holding his bond. Reason enough to buy IMO irrespected of what one's own dd has indicated about the underlying investment. Now I made my position clear and stand by every word that I have said. Anyway here the key components of the Private Placement from my perspective that should be analysed especially in light of one very specific statement that Gordon said was highly unusual** and therefore screwed up all of my prior assessments...... Sorry people, i don't know why this guy had to get so defamtory of myself over a stock that cost only 0.13 cents. Really makes you have to wonder?? Don't it! Enjoy the rest of your evening. Sincerely, "ztect" HA HA he he Section 1.7. "Convertible Debenture" shall mean the Convertible Debenture in the form of Exhibit A hereto to be issued to the Investor pursuant to this Agreement. Section 1.6. "Conversion Shares" shall mean the shares of Common Stock issuable upon conversion of the Convertible Debenture and any Additional Debenture (as defined in Section 2.2) when and if any Additional Debenture is issued. DEBENTURE PURCHASE AGREEMENT Between TeleServices International Group Inc. and The Investor(s) Signatory Hereto Section 1.9. "Effective Date" shall mean the date on which the SEC first declares effective a Registration Statement registering the resale of the Registrable Securities as set forth in the Registration Rights Agreement. Section 6.8. Issuance of Convertible Debenture. The sale of the Convertible Debenture and the issuance of the Conversion Shares upon conversion of the Convertible Debenture shall be made in accordance with the provisions and requirements of Section 4(2) and Regulation D and any applicable state securities law. The Company shall make all necessary SEC and "blue sky" filings required to be made by the Company in connection with the sale of the Securities to the Investor as required by all applicable Laws, and, upon request, shall provide a copy thereof to the Investor promptly after such filing. Section 8.2. Non-Disclosure of Non-Public Information. (a) The Company shall not disclose material non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the Company may, as a condition to disclosing any non-public information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investor. 8% CONVERTIBLE DEBENTURE DUE OCTOBER 31, 1999 3. The Holder of this Debenture is entitled, at its option, to convert at any time commencing on the date hereof, the principal amount of this Debenture or any portion thereof, together with accrued but unpaid interest, into shares of Common Stock of the Company ("Conversion Shares") at a conversion price for each share of Common Stock ("Conversion Price") equal to 70% of the Market Price at the Conversion Date (as defined in Section 6 hereof), subject to adjustment as set forth in Section 3(e) of the Registration Rights Agreement. The term "Market Price" shall have the meaning set forth in the Purchase Agreement. (Voluntary Disclosure: Position- Long; ST Rating- Strong Buy; LT Rating- Strong Buy)