SUBSCRIPTION AGREEMENT
To: Stone Harbor Investments,
Inc.
0000
000xx Xxxxxx,
Xxxxx 000
Xxxxxxxx,
XX 00000
Ladies
and Gentlemen:
1. Subscription.
The
undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably
agrees to purchase from Stone Harbor Investments, Inc., (the
“Corporation”) the number of common shares (the “Common Shares”) at a purchase
price of $0.01 per share, as set forth on the Signature Page at the end of this
subscription agreement (the “Agreement”), upon the terms and conditions
hereinafter set forth. The minimum purchase per investor is 1,000 Common Shares
or $10.00. This subscription is submitted to the Corporation in
accordance with and subject to the terms and conditions described in this
Agreement and in the Confidential Term Sheet dated as of May 14,
2009.
The
undersigned is delivering the subscription payment made payable to “STONE HARBOR
INVESTMENTS, INC.” and two fully executed copies of this Agreement; a completed
Investor Questionnaire (the “Subscriber Questionnaire”):
Stone Harbor Investments,
Inc.
0000
000xx Xxxxxx,
Xxxxx 000
Xxxxxxxx,
XX 00000
Attn.:
Xxxxxxx Xxxxx, President
Tel: (000) 000-0000
A
prospective investor remitting the purchase price by wire transfer should first
contact us to receive proper wire instructions to make necessary arrangements
for such wire.
The
undersigned understands that the Common Shares are being issued pursuant to the
exemption from the registration requirements of the United States Securities Act
of 1933, as amended (the “Securities Act”), provided by Regulation D Rule 506,
or Regulation S of such Securities Act. As such, the Common Shares are only
being offered and sold to investors who qualify as “accredited investors,” and a
limited number of sophisticated investors, and persons who are not “US persons”
as defined in Regulation S under the Securities Act. The Corporation
is relying on the representations made by the undersigned in this Agreement that
the undersigned qualifies as such an accredited, sophisticated, or non “US
person” investor. The Common Shares are “restricted securities” for purposes of
the United States securities laws and cannot be transferred except as permitted
under these laws.
2. Acceptance
of Subscription.
The
offering will be open until the earlier to occur of (i) December 31, 2009; or
(ii) the sale of all of the Common Shares, unless extended by us in our sole
discretion. The Common Shares are being sold on a “best efforts”
basis. The proceeds from the sale of Common Shares less legal fees
and other expenses will be released to the Corporation upon clearance of such
proceeds and acceptance of this Agreement by the Corporation.
Subject
to applicable state securities laws, the Purchaser may not revoke any
subscription that such Purchaser delivers to the Corporation. However, the
undersigned understands and agrees that the Corporation, in its sole discretion,
may (i) reject the subscription of any Purchaser, whether or not qualified, in
whole or in, part, and (ii) may withdraw the offering at any time prior to the
termination of the offering. The Corporation shall have no obligation
to accept subscriptions in the order received. This subscription shall become
binding only if accepted by the Corporation.
3. Term
Sheet.
The Purchaser hereby acknowledges
receipt of a copy of the Confidential Term Sheet dated May 14, 2009 (as, the
“Term Sheet”).
4. Representations
and Warranties.
4.1. The
Corporation represents and warrants to, and agrees with the undersigned as
follows, in each case as of the date hereof and in all material respects as of
the date of the closing, except for any changes resulting solely from the
offering:
(a) The
Corporation will be duly organized, validly existing and in good standing under
the laws of Nevada with full power and authority to own, lease, license and use
its properties and assets and to carry out the business in which it is engaged
as described in the Term Sheet. The Corporation will be in good standing as a
foreign corporation in every jurisdiction in which its ownership, leasing,
licensing or use of property or assets or the conduct of its business makes such
qualification necessary, except where the failure to be so qualified would not
have a material adverse effect on the Corporation.
(b) At
the date of the Term Sheet, the authorized capital stock of the Corporation will
consist of 250,000,000 shares of common stock, par value $0.00001 per share (the
“Common Stock”), 20,000,000 common shares outstanding, and 20,000,000 shares of
blank check preferred stock authorized with none outstanding.
Each
outstanding share of the Common Shares will be validly authorized, validly
issued, fully paid and non-assessable, without any personal liability attaching
to the ownership thereof and has not been issued and is not or will not be owned
or held in violation of any preemptive rights of stockholders. There will be no
commitment, plan or arrangement to issue, and no outstanding option, warrant or
other right calling for the issuance of, any share of capital stock of the
Corporation or any security or other instrument which by its terms is
convertible into, exercisable for or exchangeable for capital stock of the
Corporation, except, as may be described in the Term Sheet. There will be no
outstanding security or other instrument which by its terms is convertible into
or exchangeable for capital stock of the Corporation, except as may be described
in the Term Sheet.
(c) There
will be no litigation, arbitration, claim, governmental or other proceeding
(formal or informal), or investigation pending or, to the best knowledge of the
officers of the Corporation, threatened with respect to the Corporation, or any
of its subsidiaries, operations, businesses, properties or assets except as may
be described in the Term Sheet or such as individually or in the aggregate do
not now have and could not reasonably be expected have a material adverse effect
upon the operations, business, properties or assets of the
Corporation.
(d) The
Corporation will not be in violation of, or in default with respect to, any law,
rule, regulation, order, judgment or decree except as may be described in the
Term Sheet or such as in the aggregate do not now have and will not in the
future have a material adverse effect upon the operations, business, properties
or assets of the Corporation; nor will the Corporation be required to take any
action in order to avoid any such violation or default.
(e) The
Corporation will have all requisite power and authority (i) to execute, deliver
and perform its obligations under this Agreement, and (ii) to issue and sell the
shares in the offering.
(f) No
consent, authorization, approval, order, license, certificate or permit of or
from, or declaration or filing with, any United States federal, state, local, or
other applicable governmental authority, or any court or any other tribunal, is
required by the Corporation for the execution, delivery or performance by the
Corporation of this Agreement or the issuance and sale of the shares, except
such filings and consents as may be required and have been or at the initial
closing will have been made or obtained under the laws of the United States
federal and state securities laws.
(g) The
execution, delivery and performance of this Agreement and the issuance of the
Common Shares will not violate or result in a breach of, or entitle any party
(with or without the giving of notice or the passage of time or both) to
terminate or call a default under any agreement or violate or result in a breach
of any term of the Corporation's Articles of Incorporation or Bylaws of, or
violate any law, rule, regulation, order, judgment or decree binding upon, the
Corporation, or to which any of its operations, businesses, properties or assets
are subject, the breach, termination or violation of which, or default under
which, would have a material adverse effect on the operations, business,
properties or assets of the Corporation.
(h) The
Common Shares issuable in this offering will be validly authorized and, if and
when issued in accordance with the terms and conditions set forth in the Term
Sheet and in this Agreement, will be validly issued, fully paid and
non-assessable without any personal liability attaching to the ownership
thereof, and will not be issued in violation of any preemptive or other rights
of stockholders.
(i) The
Term Sheet and this Agreement do not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.
4.2. The
undersigned hereby represents and warrants to, and agrees with, the Corporation
as follows:
(a) The
undersigned is an “Accredited Investor” as that term is defined in Rule 501 (a)
of Regulation D promulgated under the Securities Act, and as specifically
indicated in Exhibit I attached to this Agreement.
(b) The
undersigned is a “Sophisticated Investor” as that term is defined in Rule
506(b)(2)(ii) of Regulation D promulgated under the Securities Act.
(c) For
California and Massachusetts individuals: If the subscriber is a California
resident, such subscriber's investment in the Corporation will not exceed 10% of
such subscriber's net worth (or joint net worth with his spouse). If the
subscriber is a Massachusetts resident, such subscriber's investment in the
Corporation will not exceed 25% of such subscriber's joint net worth with such
subscriber's spouse (exclusive of principal residence and its
furnishings).
(d) If a
natural person, the undersigned is: a bona fide resident of the state or
non-United States jurisdiction contained in the address set forth on the
Signature Page of this Agreement as the undersigned's home address; at least 21
years of age; and legally competent to execute this Agreement. If an entity, the
undersigned has its principal offices or principal place of business in the
state or non-United States jurisdiction contained in the address set forth on
the Signature Page of this Agreement, the individual signing on behalf of the
undersigned is duly authorized to execute this Agreement and this Agreement
constitutes the legal, valid and binding obligation of the undersigned
enforceable against the undersigned in accordance with its terms.
(e) The
undersigned has received, read carefully and is familiar with this Agreement and
the Term Sheet.
(f) The
undersigned is familiar with the Corporation's business, plans and financial
condition, the terms of the offering and any other matters relating to the
offering, the undersigned has received all materials which have been requested
by the undersigned, has had a reasonable opportunity to ask questions of the
Corporation and its representatives, and the Corporation has answered all
inquiries that the undersigned or the undersigned's representatives have put to
it. The undersigned has had access to all additional information necessary to
verify the accuracy of the information set forth in this Agreement and the Term
Sheet and any other materials furnished herewith, and have taken all the steps
necessary to evaluate the merits and risks of an investment as proposed
hereunder.
(g) The
undersigned (or the undersigned's purchaser representative) has such knowledge
and experience in finance, securities, taxation, investments and other business
matters so as to be able to protect the interests of the undersigned in
connection with this transaction, and the undersigned's investment in the
Corporation hereunder is not material when compared to the undersigned's total
financial capacity.
(h) The
undersigned understands the various risks of an investment in the Corporation as
proposed herein and can afford to bear such risks, including, without
limitation, the risks of losing the entire investment.
(i) The
undersigned acknowledges that no market for the Common Shares (the “Securities”)
presently exists and none may develop in the future and that the undersigned may
find it impossible to liquidate the investment at a time when it may be
desirable to do so, or at any other time.
(j) The
undersigned has been advised by the Corporation that none of the Common Shares
have been registered under the Securities Act, that the Common Shares will be
issued on the basis of the statutory exemption provided by Rule 506 of the
Securities Act or Regulation D promulgated thereunder, or both, relating to
transactions by an issuer not involving any public offering and under similar
exemptions under certain state securities laws; that this transaction has not
been reviewed by, passed on or submitted to any federal or state agency or
self-regulatory organization where an exemption is being relied upon; and that
the Corporation's reliance thereon is based in part upon the representations
made by the undersigned in this Agreement.
(k) The
undersigned acknowledges that the undersigned has been informed by the
Corporation of or is otherwise familiar with, the nature of the limitations
imposed by the Securities Act and the rules and regulations thereunder on the
transfer of the securities. In particular, the undersigned agrees that no sale,
assignment or transfer of any of the securities shall be valid or effective, and
the Corporation shall not be required to give any effect to such a sale,
assignment or transfer, unless (i) the sale, assignment or transfer of such
securities is registered under the Securities Act, it being understood that the
securities are not currently registered for sale and that the Corporation has no
obligation or intention to so register the securities, except as contemplated by
the terms of this Agreement or (ii) such securities are sold, assigned or
transferred in accordance with all the requirements and limitations of Rule 144
under the Securities Act (it being understood that Rule 144 is not available at
the present time for the sale of the securities), or (iii) such sale, assignment
or transfer is otherwise exempt from registration under the Securities Act,
including Regulation S promulgated thereunder. The undersigned further
understands that an opinion of counsel and other documents may be required to
transfer the securities.
(l) The
undersigned acknowledges that the securities shall be subject to a stop transfer
order and the certificate or certificates evidencing any Common Shares shall
bear the following or a substantially similar legend or such other legend as may
appear on the forms of securities and such other legends as may be required by
state blue sky laws:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS, AND
SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES
LAWS.
(m) The
undersigned will acquire the Common Shares for the undersigned's own account (or
for the joint account of the undersigned and the undersigned's spouse either in
joint tenancy, tenancy by the entirety or tenancy in common) for investment and
not with a view to the sale or distribution thereof or the granting of any
participation therein, and has no present intention of distributing or selling
to others any of such interest or granting any participation
therein.
(n) No
representation, guarantee or warranty has been made to the undersigned by any
broker, the Corporation, any of the officers, directors, stockholders, partners,
employees or agents of either of them, or any other persons, whether expressly
or by implication, that:
(i) the
Corporation or the undersigned will realize any given percentage of profits
and/or amount or type of consideration, profit or loss as a result of the
Corporation's activities or the undersigned's investment in the Corporation;
or
(ii) the
past performance or experience of the management of the Corporation, or of any
other person, will in any way indicate the predictable results of the ownership
of the Securities or of the Corporation's activities.
(o) No
oral or written representations have been made other than as stated in the Term
Sheet, and no oral or written information furnished to the undersigned or the
undersigned's advisor(s) in connection with the Offering were in any way
inconsistent with the information stated in the Term Sheet.
(p) The
undersigned is not subscribing for the Common Shares as a result of or
subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, or presented at any seminar or meeting, or any solicitation
of a subscription by a person other than a representative of the Corporation
with which the undersigned had a pre-existing relationship in connection with
investments in securities generally.
(q) The
undersigned is not relying on the Corporation with respect to the tax and other
economic considerations of an investment.
(r) The
undersigned understands that the net proceeds from all subscriptions paid and
accepted pursuant to the offering (after deduction for commissions, discounts
and expenses of the offering) will be used in all material respects for the
purposes set forth in the Term Sheet.
(s)
Without limiting any of the undersigned's other representations and warranties
hereunder, the undersigned acknowledges that the undersigned has reviewed and is
aware of the risk factors described in the Term Sheet.
(t) The
undersigned acknowledges that the representations, warranties and agreements
made by the undersigned herein shall survive the execution and delivery of this
Agreement and the purchase of the Common Shares.
(u) The
undersigned has consulted his own financial, legal and tax advisors with respect
to the economic, legal and tax consequences of an investment in the Common
Shares and has not relied on the Term Sheet or the Corporation, its officers,
directors or professional advisors for advice as to such
consequences.
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5.
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Indemnification.
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The Purchaser understands the meaning
and legal consequences of the representations and warranties contained in
Section 4.2, and agrees to indemnify and hold harmless the Corporation and each
member, officer, employee, agent or representative thereof against any and all
loss, damage or liability due to or arising out of a breach of any
representation or warranty, or breach or failure to comply with any covenant, of
the Purchaser, whether contained in the Term Sheet or this Agreement.
Notwithstanding any of the representations, warranties, acknowledgments or
agreements made herein by the Purchaser, the Purchaser does not thereby or in
any other manner waive any rights granted to the Purchaser under federal or
state securities laws.
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6.
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NASAA
Uniform Legend.
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IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF US
AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE
SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY WILL
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
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7.
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Additional
Information.
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The Purchaser hereby acknowledges and
agrees that the Corporation may make or cause to be made such further inquiry
and obtain such additional information as they may deem appropriate, with regard
to the suitability of the undersigned.
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8.
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Irrevocability;
Binding Effect.
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The purchaser hereby acknowledges and
agrees that the subscription hereunder is irrevocable, that the purchaser is not
entitled to cancel, terminate or revoke this Agreement or any agreements of the
undersigned thereunder and that this Agreement and such other agreements shall
survive the death or disability of the Purchaser and shall be binding upon and
inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and assigns. If the Purchaser is
more than one person, the obligations of the Purchaser hereunder shall be joint
and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such
person and his heirs, executors, legal representatives and assigns.
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9.
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Modification.
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Neither this Agreement nor any
provisions hereof shall be waived, modified, discharged or terminated or by an
instrument in writing signed by the party against whom any such waiver,
modification, discharge or termination is sought.
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10.
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Notices.
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Any notice, demand or other
communication that any party hereto may be required, or may elect, to give to
anyone interested hereunder shall be deemed given (a) three (3) business days
after mailing if sent by registered or certified mail, return receipt requested,
addressed to such address as may be given herein, (b) immediately if delivered
personally at such address, including by overnight delivery service, or (c)
immediately if communicated by facsimile to the person entitled to such notice,
provided, however, that
acknowledgment of the receipt of such facsimile notice is returned to the person
giving notice, it being understood that such acknowledgment shall not be
unreasonably withheld. The addresses for such communications shall
be:
(a) If to the
Subscribers: At the address of
such Subscriber set forth in this Agreement hereto or as specified in writing by
such Subscriber:
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with
copies (which
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Xxxxxx
& Xxxxxx, LLP
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copies
shall not constitute
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000
Xxxxx 0 Xxxxx, Xxxxx 000
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notice)
to:
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Xxxxxxxxx,
Xxx Xxxxxx 00000
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Attn.:
Xxxxx X. Xxxxxx, Esq.
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Tel:
(000) 000-0000 Fax: (000)
000-0000
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(b) If
to the Company:
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0000
000xx
Xxxxxx, Xxxxx 000
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Xxxxxxxx,
XX 00000
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Attn.:
Xxxxxxx Xxxxx, President
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Tel:
(000) 000-0000
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11.
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Counterparts.
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This Agreement may be executed through
the use of separate signature pages or in any number of counterparts, and each
such counterpart shall, for all purposes, constitute one agreement binding on
all parties, notwithstanding that all parties are not signatories to the same
counterpart.
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12.
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Entire
Agreement.
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This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and there are
no representations, covenants or other agreements except as stated or referred
to herein.
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13.
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Severability.
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Each provision of this Agreement is
intended to be severable from every other provision, and the invalidity or
illegality of any Portion hereof shall not affect the validity or legality of
the remainder hereof.
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14.
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Assignability.
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This Agreement is not transferable or
assignable by the Purchaser.
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15.
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Applicable
Law.
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This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada as applied to
residents of that State executing contracts wholly to be performed in that State
without regard to conflicts of laws principles.
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16.
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Choice
of Jurisdiction.
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The parties agree that any action or
proceeding arising, directly, indirectly or otherwise, in connection with, out
of or from this Agreement, any breach hereof or any transaction covered hereby
shall be resolved within the State of Nevada. Accordingly, the
parties consent and submit to the jurisdiction of the United States federal and
state courts located within the State of Nevada.
IN WITNESS THEREOF, the
undersigned exercises and agrees to be bound by this Agreement by executing the
Signature Page attached hereto on the date therein indicated.
[Signature
Page to Follow]
SIGNATURE
PAGE
By executing this Signature Page, the
undersigned hereby executes, adopts and agrees to all terms, conditions and
representations of this Agreement and acknowledges all requirements are met by
the purchaser to purchase Common Shares in Stone Harbor Investments, Inc. (the
“Corporation”).
Number of
Common Shares Subscribed at $0.01 per Common Share: _____________
Aggregate
Purchase Price: $_______________________________________________
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Type
of ownership:
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____________
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Individual
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____________
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Joint Tenants
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____________
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Tenants
by the Entirety
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____________
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Tenants in Common
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____________
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Subscribing as Corporation or
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Partnership
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____________
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Other
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IN WITNESS WHEREOF, the undersigned
Purchaser has executed this Signature Page this
__________ day of _______________, 2009.
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_____________________________
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_____________________________
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Exact
Name in which Common Shares
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Exact
Name in which Common Shares
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are
to be registered
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are
to be registered
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_____________________________
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______________________________
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Signature
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Signature
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_____________________________
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______________________________
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Print
Name
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Print
Name
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__________________________
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______________________________
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Tax
Identification Number:
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Tax
Identification Number
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_____________________________
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______________________________
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_____________________________
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______________________________
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Mailing
Address
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Mailing
Address
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_____________________________
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______________________________
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Residence
Phone Number
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Residence
Phone Number
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_____________________________
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______________________________
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Work
Phone Number
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Work
Phone Number
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_____________________________
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______________________________
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E-Mail
Address
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E-Mail
Address
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ACCEPTANCE
OF SUBSCRIPTION
Stone Harbor Investments, Inc.
hereby accepts the subscription by ____________________________ of
________________ Common Shares, par value $0.00001, as of the ____________day of
________________, 2009.
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Name:
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Title:
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DEFINITION
OF "ACCREDITED INVESTOR"
WITHIN
THE MEANING OF REGULATION D
An accredited investor means any person
who comes within any of the following categories, or whom the Corporation
reasonably believes comes within any of the following categories, at the time of
the sale of the Shares to that person:
(i) any bank as defined in Section
3(a)(2) of the Securities Act or any savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the Securities Act whether
acting in its individual or fiduciary capacity; any broker dealer registered
pursuant to Section 15 of the Exchange Act; any insurance Corporation as defined
in Section 2(13) of the Securities Act; any investment Corporation registered
under the Investment Corporation Act of 1940 or a business development
Corporation as defined in Section 2(a)(48) of that act; any Small Business
Investment Corporation licensed by the U.S., Small Business Administration under
Section 301 (c) or (d) of the Small Business Investment Act of 1958; any plan
established and maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions, for the benefit of
its employees, if such plan has total assets in excess of $5,000,000; any
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such act, which is either a bank, savings and loan
association, insurance Corporation, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000, or, if a
self-directed plan, with investment decisions made solely by persons that are
accredited investors;
(ii) any private business
development Corporation as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940;
(iii) any organization described in
Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or
similar business trust, or partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of
$5,000,000;
(iv) any of the directors or
executive officers of the Corporation;
(v) any natural person whose
individual net worth, or joint net worth with that person's spouse, at the time
of investment in the Common Shares, exceeds $1,000,000;
(vi) any natural person who had an
individual income in excess of $200,000 in each of the two most recent years or
joint income with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching that same income level in the
current year;
(vii) any trust with total assets in
excess of $5,000,000, not formed for the specific purpose of acquiring the
Common Shares, whose purchase is directed by a sophisticated person as described
in Rule 506(b)(2)(ii) of Regulation D; or
(viii) any entity in which
all of the equity owners are accredited investors.
INVESTOR
QUESTIONNAIRE FOR INDIVIDUALS
Purpose
of this Questionnaire.
Shares of Stone Harbor Investments,
Inc., a Nevada Corporation (the "Company'), are being offered without
registration under the Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of certain states, in reliance on the private
offering exemption contained in Rule 506 of the Securities Act and on Regulation
D of the Securities and Exchange Commission thereunder ("Regulation D"), and in
reliance on similar exemptions under certain applicable state laws. The purpose
of this Purchaser Questionnaire is to assure the Company that the proposed
purchaser meets the standards imposed for the application of such exemptions
including, but not limited to, whether the proposed purchaser qualifies as an
"accredited investor" as defined in Rule 501 under the Act or a “sophisticated
investor” as defined in Rule 506 under the Act, your answers will at all times
be kept strictly confidential. However, by signing this purchaser Questionnaire
you agree that the Company may present this Purchaser Questionnaire to such
parties as the Company may deem appropriate if called upon under the law to
establish the availability of any exemption from registration of the private
placement or if the contents hereof are relevant to any issue in any action,
suit or proceeding to which the Company is a party or by which it may be bound.
The undersigned realizes that this Purchaser Questionnaire does not constitute
an offer by the Company to sell shares but is a request for
information.
THE
COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT,
AS THOROUGHLY AS POSSIBLE, A PROSPECTIVE PURCHASER QUESTIONNAIRE.
Instructions:
One (1)
copy of this Questionnaire should be completed, signed, dated and delivered
to:
Stone
Harbor Investments Inc.
0000
000xx Xxxxxx,
Xxxxx 000
Xxxxxxxx,
XX 00000
Attn.:
Xxxxxxx Xxxxx, President
Tel: (000) 000-0000
Please
contact Xxxxxxx Xxxxx, President of Stone Harbor Investments, Inc. if you have
any questions with respect to the Questionnaire atTel: (000)
000-0000.
PLEASE ANSWER ALL QUESTIONS.
If the appropriate answer is "None" or "Not Applicable," so state. Please print
or type your answers to all questions. Attach additional sheets if necessary to
complete your answers to any item.
I.
General
Information:
Name: ________________________________
Date of
Birth: ______________________________
Residence
Address: __________________________________________________________________________
Business
Address: ___________________________________________________________________________
Home
Telephone No.:
_________________________________________________________________________
Business
Telephone
No: _______________________________________________________________________
E-mail
Address: ______________________________________________________________________________
Preferred
Mailing Address: ________
Business or _________ Home (check
one)
Social
Security
Number: _______________________________________________________________________
Marital
Status: _______________________________________________________________________________
II. Financial
Condition:
1. Did
your individual annual income during each of 2007 and 2008 exceed $200,000 and
do you reasonably expect your individual annual income during 2009 to exceed
$200,000?
Yes _______ No
_______
2. Did
your joint (with spouse) annual income during each of 2007 and 2008 exceed
$300,000 and do you reasonably expect your individual annual income during 2009
to exceed $300,000?
Yes
_______ No _______
3. Does
your individual or joint net worth exceed $1,000,000?
Yes
_______ No _______
By
signing this Questionnaire I hereby confirm the following
statements:
(a) I am aware that the offering of
Common Shares will involve securities that are not transferable and for which no
market exists, thereby requiring my investment to be maintained for an
indefinite period of time.
(b) I acknowledge that any delivery to
me of the Term Sheet relating to the Common Shares prior to the determination by
the Company of my suitability as an investor, shall not constitute an offer of
such Common Shares until such determination of suitability shall be made, and I
agree that I shall promptly return the Term Sheet to the Company upon
request.
(c) My
answers to the foregoing questions are, and were on any date (if any) that I
previously subscribed for Common Shares in the Company, true and complete to the
best of my information and belief and were true on any date that I previously as
of, and I will promptly notify the Company of any changes in the information I
have provided.
Executed:
Date:________________ _______________________________________________
(Printed Name)
Place: ____________________________________
__________________________________________
(Signature)
__________________________________________
(Printed Name of Joint
Subscriber)
