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Pastimes : Discuss ATEL - ACCESSTEL INC -- Ignore unavailable to you. Want to Upgrade?

To: StockDung who wrote (96)	10/15/2002 10:28:26 PM
From: SEC-ond-chance	Respond to of 130

EVER SEE A STOCK PROMOTER GIVEN THE POWER OF ATTORNEY FOR Convertible Notes????? GOSUN (GOSN) WENT INTO A DEATH SPIRAL soon after the financing Gosun Communications · 10KSB · For 12/31/1 Note 10 - Convertible Note On December 21, 2001, the Company entered into a Securities Purchase Agreement with a Purchaser. Pursuant to the Securities Purchase Agreement, the Company agreed to sell to the Purchaser 8% convertible note which amount should be equal to US$300,000. The 8% convertible note has a maturity date of two years from the date of issuance. Legal and professional fees incurred in connection with the issuance of the convertible note, amounting to $71,250, are included in deferred expenses to be amortized over a period of two years. During 2001, $990 of the deferred expenses has been amortized. The convertible note holder has the right from and after the issuance of this convertible note and at any time until the convertible note is fully paid, to convert any outstanding and unpaid principal portion of this Convertible Note and, at the holders' discretion, interest accrued on the convertible note into fully paid and nonassessable shares of common stock of the Company at the conversion price. The conversion price per share is the lower of (i) 80% of the average of the three lowest closing prices for the common stock for the 30 trading days prior to but not including the closing date in connection with which this Convertible Note is issued or (ii) 80% of the average of the three lowest closing prices for the common stock for the 30 trading days immediate before the conversion. Pursuant to the same agreement, 15,000 warrants were issued to the Purchaser in conjunction with the convertible note. The exercise period of the warrants is 5 years and entitles their holder to purchase up to 15,000 shares of common stock of the Company. Gosun Communications · SB-2 · On 2/11/2 · EX-4.1 · p. 20 6.12 REISSUANCE OF SECURITIES. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.7 above at such time as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any. 6.13 OPINION. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's legal counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are reasonably necessary for the conversion of the Notes and exercise of the Warrants. 6.14 AUTHORIZED REPRESENTATIVE. The Company hereby agrees to (i) retain the services of Michael Markow and Global Guarantee Corporation for a period of at least two years from the date hereof to perform, among other services, investment advisory services and (ii) to appoint Michael Markow and/or his designated representative as power of attorney on behalf of the Company to execute any and all documents necessary to satisfy the Company's obligations pursuant to the transactions contemplated hereby including, but not limited to, conversion requests to the Company's transfer agent with respect to the Notes. 7. COVENANTS OF THE COMPANY AND PURCHASER REGARDING INDEMNIFICATION. 7.1 COMPANY INDEMNIFICATION. The Company agrees to indemnify, hold harmless, reimburse and defend Purchaser, each of Purchaser's officers, directors, agents, affiliates, control persons, and principal shareholders, against any claim, cost, expense, liability,