Exhibit 10.3
SEAOSPA, INC.
REGULATION S SUBSCRIPTION AGREEMENT
AND INVESTMENT REPRESENTATION
SECTION 1.
1.1 Subscription.
(a)
The undersigned,
intending to be
legally bound,
hereby irrevocably
subscribes for and agrees to purchase shares (the "Shares") of the
common stock
(the "Common Stock") of Seaospa, Inc, a Nevada corporation (the
"Company") in a
transaction exempt
from the registration
requirements of the Securities Act of
1933, as amended (the "Securities Act"). The undersigned understands that the
Shares are being
sold in connection with an offering by the Company of an
aggregate of up to 2,000,000 shares of Common Stock for total
proceeds of up to
$60,000.
1.2 Purchase of Shares.
The
undersigned
understands and acknowledges that the purchase price to be
remitted to the
Company in
exchange for the Shares shall be dollars ($ ) or
$0.03 per Share.
The Company shall deliver the Shares to the undersigned
promptly after the acceptance of this Subscription Agreement by the
Company.
1.3 Acceptance or Rejection.
(a)
The undersigned
understands and agrees
that the Company
reserves the
right to reject this subscription for the Shares if, in its
reasonable judgment,
it deems such action in the best interest of the Company,
at any time prior
to
the Closing,
notwithstanding
prior receipt by the undersigned of notice of
acceptance of the undersigned's subscription.
(b)
The undersigned
understands and agrees that its subscription for the
Shares is irrevocable.
(c)
In the event the sale of the Shares subscribed for by the undersigned
is not consummated by the Company for any reason (in which event this
Subscription Agreement
shall be deemed to be rejected), this Subscription
Agreement and any other agreement entered into between the
undersigned and the
Company relating to this subscription shall thereafter have no force or
effect
and the Company shall promptly return or cause to be returned to
the undersigned
the purchase price remitted to the Company by the undersigned,
without interest
thereon or deduction therefrom, in exchange for the Shares.
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SECTION 2.
2.1 Closing. The closing (the "Closing") of the purchase and sale
of the Shares,
shall occur
simultaneously
with
the acceptance by the Company of the
undersigned's
subscription, as
evidenced by the
Company's execution of this
Subscription Agreement.
SECTION 3.
3.1 Investor
Representations
and Warranties. The undersigned hereby
acknowledges,
represents and
warrants to, and agrees with, the Company and its
affiliates as follows:
(a)
Investment Purposes.
The undersigned is acquiring the
Shares for his
own account as principal, not as a nominee or agent,
for investment purposes
only, and not with a view to, or for, resale, distribution or
fractionalization
thereof in
whole or in part and no other
person has a direct or indirect
beneficial interest
in such Shares or any portion thereof. Further, the
undersigned does not
have any contract,
undertaking, agreement
or arrangement
with any person to sell, transfer or grant participations to such person or
to
any third person,
with respect to the Shares for which the undersigned is
subscribing or any part of the Shares.
(b)
Authority. The
undersigned has full
power and authority to enter into
this Agreement,
the execution and delivery of this Agreement has been duly
authorized, if
applicable, and this
Agreement constitutes
a valid and legally
binding obligation of the undersigned.
(c)
No General
Solicitation. The
undersigned is not
subscribing for
the
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 person previously not known to the
undersigned in connection with investment securities generally.
(d)
No Obligation to Register Shares. The undersigned understands that the
Company is under no obligation to register the Shares under the
Securities Act,
or to assist
the undersigned in complying with the Securities Act or the
securities laws
of any state of the United States or of any foreign
jurisdiction.
(e)
Investment Experience.
The undersigned is (i) experienced in making
investments of the kind described in this Agreement, (ii) able, by
reason of the
business and
financial
experience
of its officers (if an entity) and
professional advisors
(who are not affiliated with or compensated in any way by
the Company or any of
its affiliates
or selling
agents), to protect its own
interests in connection with the transactions described in this Agreement,
and
(iii) able to afford the entire loss of its investment in the
Shares.
(f)
Exemption from Registration. The undersigned acknowledges his
understanding that the
offering and sale of the Shares is intended to be exempt
from registration under the Securities Act. In furtherance
thereof, in
addition
to the other representations and warranties of the undersigned made
herein, the
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undersigned further
represents and
warrants to and agrees with the Company and
its affiliates as follows:
(1)
The undersigned
realizes that the basis for the exemption
may not be
present if,
notwithstanding such
representations, the
undersigned has in mind
merely acquiring the Shares for a fixed or determinable period in
the future, or
for a market rise, or for sale if the market does not rise. The
undersigned does
not have any such intention;
(2)
The undersigned has the financial ability to bear the economic risk
of
his investment,
has adequate
means for providing for his current needs and
personal contingencies
and has no
need for liquidity with respect to his
investment in the Company; and
(3)
The undersigned
has such knowledge and experience in financial and
business matters
as to be capable
of evaluating the merits and risks of the
prospective investment in the Shares. The undersigned also
represents it has not
been organized for the purpose of acquiring the Shares; and
(4)
The undersigned
has been provided an opportunity for a reasonable
period of time
prior to the
date hereof to obtain additional information
concerning the offering of the Shares, the Company and all other
information to
the extent the Company
possesses such information or can acquire it without
unreasonable effort or expense.
(g)
Economic Considerations. The undersigned is not relying on the
Company,
or its affiliates or agents with respect to economic considerations involved in
this investment. The undersigned has relied solely on its own
advisors.
(h)
No Other Company Representations. No representations or warranties
have
been made to the undersigned by the Company, or any officer, employee, agent,
affiliate or subsidiary of the Company, other than the representations of the
Company contained
herein, and in
subscribing for Shares the undersigned is not
relying upon any representations other than those contained
herein.
(i)
Compliance with Laws. Any resale of the Shares during the
`distribution
compliance period' as
defined in Rule 902(f) to Regulation S shall only be made
in compliance
with exemptions from registration afforded by Regulation S.
Further, any such sale
of the Shares in any jurisdiction outside of the United
States will be made in compliance with the securities laws of such
jurisdiction.
The Investor
will not offer to sell or sell the
Shares in any jurisdiction
unless the Investor obtains all required consents, if any.
(j)
Regulation S Exemption. The undersigned understands that the Shares
are
being offered and sold to him in reliance on an exemption from the
registration
requirements of United States federal and state securities laws
under Regulation
S promulgated under
the Securities Act and that the Company is relying upon the
truth and
accuracy
of the representations,
warranties,
agreements,
acknowledgments and
understandings of the Investor set forth herein in order to
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determine the
applicability
of such exemptions and the suitability of the
Investor to acquire the Shares. In this regard, the undersigned represents,
warrants and agrees that:
(1)
The undersigned is not
a U.S. Person (as
defined below) and is not an
affiliate (as defined
in Rule 501(b) under the Securities Act) of the Company
and is not acquiring the Shares for the account or benefit of a
U.S. Person.
A
U.S. Person means any one of the following:
(A)
any natural person resident in the United States of America;
(B)
any partnership or corporation organized or incorporated under the
laws
of the United States of America;
(C)
any estate of which any executor or administrator is a U.S.
person;
(D)
any trust of which any trustee is a U.S. person;
(E)
any agency or branch of a foreign entity located in the United States
of America;
(F)
any non-discretionary
account or similar account (other than an estate
or trust) held by a
dealer or other
fiduciary for the
benefit or account of a
U.S. person;
(G)
any discretionary
account or similar
account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated or (if an
individual) resident in the United States of America; and
(H)
any partnership or corporation if:
(i)
organized or incorporated under the laws of any foreign
jurisdiction;
and
(ii)
formed by a U.S.
person principally
for the purpose of
investing in
securities not registered under the Securities Act, unless it is organized or
incorporated, and
owned, by accredited investors (as defined in Rule 501(a)
under the Securities Act) who are not natural persons, estates or
trusts.
(2)
At the time of the origination of contact concerning this Agreement
and
the date of the execution and delivery of this Agreement, the undersigned was
outside of the United States.
(3)
The undersigned will
not, during the period
commencing on the date of
issuance of the Shares and ending on the first anniversary of such
date, or such
shorter period
as may be permitted by Regulation S or other applicable
securities law (the
"Restricted
Period"), offer, sell, pledge or otherwise
transfer the Shares in the United States, or to a U.S. Person for
the account or
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for the benefit
of a U.S. Person, or otherwise in a manner that is not in
compliance with Regulation S.
(4)
The undersigned will, after expiration of the Restricted Period,
offer,
sell, pledge or
otherwise transfer the Shares only
pursuant to
registration
under the Securities Act or an available exemption therefrom and, in
accordance
with all applicable state and foreign securities laws.
(5)
The undersigned was not in the United States, engaged in, and prior to
the expiration of the Restricted Period will not engage in, any
short sellin
