Exhibit 10.1
SUBSCRIPTION AGREEMENT
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THESE SHARE ARE OFFERED SOLELY TO ACCREDITED INVESTORS (PERSONS OR ENTITIES OF
SUBSTANTIAL MEANS WHO MUST MEET STRICT AND SIGNIFICANT FINANCIAL QUALIFICATIONS
AND CAN AFFORD A COMPLETE LOSS OF THEIR INVESTMENT). FOR MORE INFORMATION ON
QUALIFICATION AS AN ACCREDITED INVESTOR, PLEASE READ THE SECTION ENTITLED
"ACCREDITED INVESTORS" IN THE BODY OF THE MEMORANDUM OF WHICH THIS SUBSCRIPTION
AGREEMENT IS A PART.
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Instructions to Subscription Agreement:
a. Investors wishing to subscribe to purchase SHARES of MARINE
EXPLORATION INC should complete and sign this Subscription Agreement.
b. CAREFULLY REVIEW THE MEMORANDUM OF WHICH THIS SUBSCRIPTION AGREEMENT
IS AN EXHIBIT.
c. Completed Subscription Agreements with completed Investor
Questionnaire and payment should be returned to:
MARINE EXPLORATION INC, INC.
000 00xx Xxxxxx Xxxxx 000, Xxxxxx, XX 00000
d. Payment should be made to "MARINE EXPLORATION INC, INC."
Subscription Agreement:
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The undersigned hereby offers and subscribes to purchase 225,000,000 (two
hundred twenty five million) SHARES set forth herein of MARINE EXPLORATION INC,
INC. ("MARINE EXPLORATION INC") for $50,000.00. The undersigned understands that
the SHARES are being issued without registration under the Securities Act of
1933, as amended (the "Act"), in reliance upon the private placement exemption
contained in Sections 3(b) and 4(2) of the Act, and Regulation D promulgated
thereunder, and that such reliance is based on the undersigned's representations
set forth below. To induce the Company to accept this subscription and issue and
deliver the SHARES, the undersigned agrees, warrants, and represents as follows:
1. This offer is subject to acceptance or rejection by MARINE EXPLORATION INC in
its sole discretion. This Agreement shall not be binding upon either party until
accepted by MARINE EXPLORATION INC.
2. The undersigned is purchasing the SHARES for his or her own account. The
undersigned has not offered or sold a participation in this purchase of SHARES,
and will not offer or sell the SHARES or interest therein or otherwise, in
violation of the Act.
3. The undersigned acknowledges that the SHARES have been offered to him or her
in direct communication between himself or herself and MARINE EXPLORATION INC,
and not through any advertisement of any kind.
4. The undersigned acknowledges that he or she has read all the materials
included in the Memorandum, that the offer and sale of SHARES to the undersigned
were based on the representations and warranties of the undersigned in its
Subscription Agreement, and acknowledges that he or she has been encouraged to
seek his or her own legal and financial counsel to assist him or her in
evaluating this investment. The undersigned acknowledges that MARINE EXPLORATION
INC has given him or her and all of his or her counselors access to all
information relating to his or her business that they or any one of them has
requested. The undersigned acknowledges that he or she has sufficient knowledge,
financial and business experience concerning the affairs and conditions of
MARINE EXPLORATION INC so that he or she can make a reasoned decision as to this
investment in MARINE EXPLORATION INC and is capable of evaluating the merits and
risks of this investment.
5. The undersigned acknowledges that he or she is able to bear, and understands,
the economic risks of the proposed investment and all other risks disclosed in
the Memorandum under the caption RISK FACTORS.
6. The undersigned understands the following: THIS SECURITY HAS NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON THE EXEMPTION FROM
REGISTRATION PROVIDED IN SECTION 4(2) AND REGULATION D UNDER THE ACT.
7. This Subscription Agreement has been delivered in, and shall be construed in
accordance with the laws of the State of Colorado.
8. The Company hereby represents and warrants as follows:
(a) Neither the Company nor a predecessor of the Company, affiliated
Company; officer, director or general partner of the Company; promoter
of the Company presently connected with the Company in any capacity;
beneficial owner of ten per cent or more of any class of equity
securities of the Company; underwriter of the securities to be offered
under this subsection or any partner, director or officer of such
underwriter has, within five years of the date of this Agreement:
(i) Filed a registration statement which is the subject of a
currently effective registration stop order entered by any
state securities administrator or the Securities and Exchange
Commission;
(ii) Been convicted of any criminal offense in connection with
the offer, purchase or sale of a security, or involving fraud
or deceit;
(iii) Been subject to a state administrative enforcement order
or judgment finding fraud or deceit in connection with the
purchase, offer or sale of any security;
(iv) Been subject to a state administrative enforcement order
or judgment which prohibits, denies or revokes the use of an
exemption from registration in connection with the purchase,
offer or sale of a security; or
(v) Been subject to an order, judgment or decree of any court
of competent jurisdiction temporarily, preliminarily or
permanently restraining or enjoining such party from engaging
in or continuing to engage in any conduct or practice
involving fraud or deceit in connection with the purchase,
offer or sale of any security.
(b) The Company made no advertising or general solicitation in any way
in connection with this offering.
(c) The Company is not a development stage company with no specific
business plan or purpose or a development stage company that has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies; or other entity
or person.
(d) The Company hereby makes this offering in good faith reliance that
the offering qualifies for an exemption from registration under Rule
504 of the General Rules and Regulations promulgated under the
Securities Act of 1933.
(e) The Company shall file a notice on Form D in the form prescribed by
rule of the Securities and Exchange Commission, not later than the day
on which the Company receives from any person an executed subscription
agreement or other contract to purchase the securities being offered or
the Company receives consideration from any person, therefor, whichever
is earlier.
(f) No compensation was or will be given or paid, directly or
indirectly, to any person in connection with this offering and sale of
the SHARES.
9. THE UNDERSIGNED IS AN "ACCREDITED INVESTOR" UNDER THE INVESTOR SUITABILITY
STANDARDS IMPOSED BY RULE 501, SUBSECTION (A), OF THE GENERAL RULES AND
REGULATIONS PROMULGATED UNDER THE SECURITIES ACT OF 1933. FURTHERMORE, THE
UNDERSIGNED HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
SUCH IT IS CAPABLE OF EVALUATING THE RISKS AND MERITS OF AN INVESTMENT IN THE
COMPANY AND HAS THE FINANCIAL ABILITY TO BEAR THE ECONOMIC RISKS OF ITS
INVESTMENT.
Subscriber:
WestMountain Asset Management hereby offer and subscribe to purchase 225,000,000
number of SHARES set forth herein of MARINE EXPLORATION INC, INC. at $.0002 per
share. We have wired $50,000.00 to the account of MARINE EXPLORATION INC, INC.
at Community Banks of Colorado.
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Subscriber Signature
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Subscriber Name
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Subscriber Address, City, State, Zip
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Subscriber Entity Type (if not an individual)
MARINE EXPLORATION INC, INC.
The above and foregoing Subscription accepted this ______ day of _____________.
By:
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its:
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