EXHIBIT 10.1
SUBSCRIPTION AGREEMENT
PLATINUM SUPERYACHTS, INC.
A NEVADA CORPORATION
Platinum SuperYachts, Inc. (the "Company"), hereby agrees to issue and
sell 14,970,000 shares of common stock of the Company (the "Shares") and Santeo
Financial Corporation, a Canadian corporation (the "Purchaser"), hereby agrees
to purchase the Shares as follows:
1. PURCHASE PRICE. The aggregate purchase price for the Shares shall be
$149,700 (the "Purchase Price"), which shall be payable by cancellation of
monies owed by the Company to Purchaser.
2. REPRESENTATIONS AND WARRANTIES. Purchaser hereby represents and
warrants as follows, all of which representations and warranties are being
relied upon by the Company and will survive the acquisition of the Shares by
Purchaser:
2.1. Purchaser is not acquiring the Shares for resale or
further distribution to any person, corporation or other entity;
2.2. Purchaser, and Purchaser's advisers, have had a
reasonable opportunity to ask questions of and receive answers from the Company,
or persons acting on the Company's behalf, concerning the Company and the
Shares, and all such questions have been answered to the full satisfaction of
Purchaser.
2.3. Purchaser qualifies as an "Accredited Purchaser", as such
term is defined in Rule 501(a) of Regulation D under the Securities Act.
2.4. Purchaser's financial condition is such that (a)
Purchaser has adequate means of providing for Purchaser's current needs and
possible personal contingencies, (b) Purchaser has no need for liquidity in this
investment, (c) Purchaser is able to bear the substantial economic risks of an
investment in the Shares for an indefinite period of time, and (d) at the
present time, Purchaser could afford a complete loss of his or her investment in
the Shares.
2.5. Purchaser understands that the Shares as an investment
involve a high degree of risk.
2.6. Purchaser acknowledges and understands that the Shares
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act") in reliance upon an exemption from registration for
non-public, offerings and certain related factors. Purchaser understands that
the Shares may not be sold and must be held indefinitely unless subsequently
registered under the Act (and qualified under any applicable state securities
laws) or the Company receives the written opinion of counsel acceptable to the
Company that an exemption from registration (and qualification) is available.
Purchaser further understands that the Company is under no obligation, nor has
any intention, to register (and qualify) the Shares on Purchaser's behalf or to
assist Purchaser in complying with any exemption from registration (and
qualification).
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2.7. Purchaser directly, or through Purchaser's purchaser
representative, has such knowledge and experience in financial, tax, and
business matters in order (i) to enable Purchaser or the purchaser
representative to use the information made available to Purchaser to fully
evaluate the risks associated with such an investment, (ii) to evaluate the
merits and risks of Purchaser's prospective investment, (iii) to make an
informed investment decision, (iv) to protect Purchaser's interests in
connection with the subject investment, and (v) to determine whether an
investment in the Shares is appropriate for Purchaser.
2.8. Purchaser, if a corporation, partnership, limited
liability company, trust, or other legal entity, is authorized and otherwise
duly qualified to purchase and hold the Shares. Purchaser, if a corporation,
partnership, limited liability company, trust, or other legal entity, has its
principal place of business as set forth on the signature page of this
Subscription Agreement and has not been formed for the specific purpose of
acquiring the Shares.
2.9. Purchaser has a pre-existing personal or business
relationship with one or more of the officers or directors of the Company or has
the means and experience of evaluating investment opportunities of this nature
by reason of his business or financial experience or the business or financial
experience of his professional advisers who are unaffiliated with the Company.
3. INDEMNIFICATION. Purchaser acknowledges that Purchaser understands
the meaning and legal consequences of the representations, warranties and
covenants set forth in Section 2 hereof and that the Company has relied and will
rely upon such representations, warranties, covenants and certifications, and
Purchaser hereby agrees to indemnify and hold harmless the Company and its
officers, directors, controlling persons, agents and employees, from and against
any and all loss, damage or liability, joint or several, and any action in
respect thereof, to which any such person may become subject due to or arising
out of Purchaser's breach of any such representation, warranty or covenant or
the inaccuracy of such certifications. Notwithstanding the foregoing, however,
no representation, warranty, acknowledgment or agreement made herein by
Purchaser shall in any manner be deemed to constitute a waiver of any rights
granted to Purchaser under federal or state securities laws.
4. GOVERNING LAW. This Purchase Agreement will be governed by and
construed in accordance with the laws of the State of Nevada. This Purchase
Agreement is made and to be performed in Xxxxxx City County, Nevada.
5. HEADINGS. The headings of this Purchase Agreement have been included
only for convenience, and may not in any manner modify or limit any of the
provisions of this Purchase Agreement, or be used in any manner in the
interpretation of this Purchase Agreement.
6. SUCCESSORS-IN-INTEREST AND ASSIGNS. Purchaser may not assign or
delegate to any other person this Purchase Agreement or any rights or
obligations hereunder. Subject to the foregoing restriction on transferability,
this Purchase Agreement will be binding upon and will inure to the benefit of
the successors-in-interest and assigns of each party hereto.
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COMPANY:
Platinum SuperYachts, Inc.,
a Nevada corporation
By: /s/ Xxx Xxxxxxxxx
-------------------------------------
Xxx Xxxxxxxxx, President
PURCHASER:
Santeo Financial Corporation,
a Canadian corporation
By: /s/ Xxx Xxxxxxxxx
Its: President
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