Exhibit 99.1
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.
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
---------------------------------
Xxx Xxxxxxxxx, President
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