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As Of Filer Filing For·On·As Docs:Size 11/06/19 Ameri Metro Inc (for… Yellowwood) 10-K/A 7/31/18 148:28M |
Document/Exhibit Description Pages Size
1: 10-K/A 10Ka20180731 HTML 605K
2: EX-10 Supporting Document HTML 36K
4: EX-10 Supporting Document HTML 36K
6: EX-10 Supporting Document HTML 36K
8: EX-10 Supporting Document HTML 36K
10: EX-10 Supporting Document HTML 36K
12: EX-10 Supporting Document HTML 36K
14: EX-10 Supporting Document HTML 36K
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34: EX-10 Supporting Document HTML 36K
36: EX-10 Supporting Document HTML 36K
38: EX-10 Supporting Document HTML 36K
40: EX-10 Supporting Document HTML 36K
42: EX-10 Supporting Document HTML 36K
44: EX-10 Supporting Document HTML 36K
46: EX-10 Supporting Document HTML 36K
3: EX-10 Exhibit 10.10 Payment Agreement to Penndel Land Co PDF 154K
-- ex1010paymentagreementt
5: EX-10 Exhibit 10.11 Ameri Metro Inc. / Hsr Tech Inc. PDF 114K
Licensing of Intellectual Property Agreement --
ex1011amerimetroinchsrt
7: EX-10 Exhibit 10.12 Hsr Tech Loi Tech Use Agreement -- PDF 113K
ex1012hsrtechloitechuse
9: EX-10 Exhibit 10.13 Opportunity License Agreement PDF 102K
Entities -- ex1013opportunitylicens
11: EX-10 Exhibit 10.14 Master Agreement for Construction PDF 155K
Nonprofits -- ex1014masteragreementfo
13: EX-10 Exhibit 10.15 Master Agreement for Construction PDF 151K
Entities -- ex1015masteragreementfo
15: EX-10 Exhibit 10.16 Consulting Agreement Hsrfp Inc. -- PDF 149K
ex1016consultingagreeme
17: EX-10 Exhibit 10.17 Consulting Agreement Hsrf Inc. -- PDF 148K
ex1017consultingagreeme
19: EX-10 Exhibit 10.18 Company Founder Emp. Agreement -- PDF 158K
ex1018companyfounderemp
21: EX-10 Exhibit 10.19 Directorship Agreement -- PDF 147K
ex1019directorshipagree
23: EX-10 Exhibit 10.21 Port De Ostia Inc. Agreement Gti -- PDF 152K
ex1021portofdeostiainca
25: EX-10 Exhibit 10.22 C-Bar Marshall Rebar Agreement -- PDF 412K
ex1022cbarmarshallrebaragr
27: EX-10 Exhibit 10.23 Ameri Metro & Jewell Loi -- PDF 940K
ex1023amerimetrojewellloi
29: EX-10 Exhibit 10.24 Master Consulting Agreement -- PDF 152K
ex1024masterconsultinga
31: EX-10 Exhibit 10.25 Master Trustee Agreement -- PDF 216K
ex1025mastertrusteeagre
33: EX-10 Exhibit 10.26 2015 Executive Incentive PDF 241K
Compensation Program -- ex1026executiveince2015
35: EX-10 Exhibit 10.27 Establishing the Compensation PDF 230K
Committee -- ex1027establishingtheco
37: EX-10 Exhibit 10.28 Amendment to Payment Agreement PDF 124K
Penndel Land Co. -- ex1028amendmenttopennde
39: EX-10 Exhibit 10.29Amendment to Hsr Technologies Inc. PDF 127K
Payment Agreement -- ex1029amendmenttohsrtec
41: EX-10 Exhibit 10.30 Amendment to Damar Truckdeck LLC PDF 59K
Payment Agreement -- ex1030amendmenttodamartruckd
43: EX-10 Exhibit 10.31 Tems Consent Form Letter -- PDF 107K
ex1031temsconsentformle
45: EX-10 Exhibit 10.8 Agreement for Construction -- PDF 154K
ex108agreementforconstr
47: EX-10 Exhibit 10.9 Assignment Agreement for Construction PDF 145K
-- ex109assignmentagreemen
94: EX-99 Exhibit 99.5 Form of Subscription Agreement for HTML 75K
Sale of the Shares
52: EX-99 Supporting Document HTML 36K
54: EX-99 Supporting Document HTML 36K
56: EX-99 Supporting Document HTML 36K
58: EX-99 Supporting Document HTML 36K
60: EX-99 Supporting Document HTML 36K
62: EX-99 Supporting Document HTML 36K
64: EX-99 Supporting Document HTML 36K
66: EX-99 Supporting Document HTML 36K
68: EX-99 Supporting Document HTML 36K
70: EX-99 Supporting Document HTML 36K
72: EX-99 Supporting Document HTML 36K
74: EX-99 Supporting Document HTML 36K
76: EX-99 Supporting Document HTML 36K
78: EX-99 Supporting Document HTML 36K
80: EX-99 Supporting Document HTML 36K
82: EX-99 Supporting Document HTML 36K
84: EX-99 Supporting Document HTML 36K
86: EX-99 Supporting Document HTML 36K
88: EX-99 Supporting Document HTML 36K
90: EX-99 Supporting Document HTML 36K
92: EX-99 Supporting Document HTML 36K
95: EX-99 Supporting Document HTML 36K
97: EX-99 Supporting Document HTML 36K
99: EX-99 Supporting Document HTML 36K
101: EX-99 Supporting Document HTML 36K
53: EX-99 Exhibit 99.10 Atlantic Energy & Utilities Bond PDF 478K
Indenture -- ex9910atlanticenergyutilitie
55: EX-99 Exhibit 99.11 High Speed Rail Projects Bond PDF 480K
Indenture -- ex9911highspeedrailprojectsb
57: EX-99 Exhibit 99.12 Port Freeport & Brazoria Fort Bend PDF 481K
Rail District Bond Indenture --
ex9912portfreeportbrazoriafo
59: EX-99 Exhibit 99.13 High Speed Rail & Ancillary Projects PDF 528K
Bond Indenture -- ex9913highspeedrailancillary
61: EX-99 Exhibit 99.14 Port of Ostia Inc. Ksjm PDF 530K
International Airport Inc. Bond Indenture --
ex9914portofostiaincksjminte
63: EX-99 Exhibit 99.15 Portus De Jewel Mexico Bond PDF 527K
Indenture -- ex9915portusdejewelmexicobon
65: EX-99 Exhibit 99.16 Ksjm International Airport Inc. Bond PDF 519K
Indenture -- ex9916ksjminternationalairpo
67: EX-99 Exhibit 99.17 Hsr Freight Line Inc.Phila. Port PDF 522K
Bond Indenture -- ex9917hsrfreightlineincphila
69: EX-99 Exhibit 99.18 Hsr Freight Line Inc. Bond Indenture PDF 474K
-- ex9918hsrfreightlineincbondi
71: EX-99 Exhibit 99.19 Hsr Passenger Services Inc. Bond PDF 521K
Indenture -- ex9919hsrpassengerservicesin
73: EX-99 Exhibit 99.20 Hsr Technologies Inc. Bond Indenture PDF 515K
-- ex9920hsrtechnologiesincbond
75: EX-99 Exhibit 99.21 Malibu Homes Inc. Bond Indenture -- PDF 521K
ex9921malibuhomesincbondinde
77: EX-99 Exhibit 99.22 Platinum Media Inc. Bond Indenture PDF 507K
-- ex9922platinummediaincbondi
79: EX-99 Exhibit 99.23 Port De Claudius Inc.Port Trajan of PDF 470K
Pa. Bond Indenture -- ex9923portdeclaudiusincportt
81: EX-99 Exhibit 99.24 Panama Canal Alabama Port PDF 665K
Partnership -- ex9924panamacanalalabamaport
83: EX-99 Exhibit 99.25 Lord Chauffeurs Inc. Business Jet PDF 561K
Center Ksjm Airport Bond Indenture --
ex9925lordmastertrustindent
85: EX-99 Exhibit 99.26 Hsr Freight Line Inc. Hsr Passenger PDF 480K
Services Coast to Coast Rail Bond Indenture --
ex9926hsrfreightlineincandhs
87: EX-99 Exhibit 99.27 New York Washington Rail Bond PDF 515K
Indenture -- ex9927newyorkwashingtonrailb
89: EX-99 Exhibit 99.28 Ann Charles International Cargo PDF 469K
Airport Bond Indenture --
ex9928anncharlesinternationa
91: EX-99 Exhibit 99.29 Texas International Trade Corridor PDF 469K
Bond Indenture -- ex9929texasinternationaltrad
93: EX-99 Exhibit 99.30 Virginia Crescent Line Rail Bond PDF 469K
Indenture -- ex9930virginiacrescentlinera
96: EX-99 Exhibit 99.6 Intended Use of Master Trust PDF 240K
Indentures -- ex996intendeduseofmastertrus
98: EX-99 Exhibit 99.7 Florida Alabama Tpo Bond Indenture -- PDF 479K
ex997floridaalabamatpobondin
100: EX-99 Exhibit 99.8 Alabama Toll Road Bond Indenture -- PDF 480K
ex998alabamatollroadbondind
102: EX-99 Exhibit 99.9 Appalachian Region Commission Bond PDF 478K
Indenture -- ex999appalachianregioncommi
48: EX-31 Exhibit 31.1 Certification Pursuant to Section 302 HTML 43K
of the Sarbanes-Oxley Act of 2002
49: EX-31 Exhibit 31.2 Certification Pursuant to Section 302 HTML 43K
of the Sarbanes-Oxley Act of 2002
50: EX-32 Exhibit 32.1 Certification of Principal Executive HTML 40K
Officer to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
51: EX-32 Exhibit 32.2 Certification of Principal Accounting HTML 39K
and Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
129: R1 Document and Entity Information HTML 84K
115: R2 Consolidated Balance Sheets HTML 116K
119: R3 Consolidated Balance Sheets (Parenthetical) HTML 66K
145: R4 Consolidated Statements of Operations HTML 61K
130: R5 Consolidated Statements of Stockholders' Deficit HTML 58K
116: R6 Consolidated Statements of Cash Flows HTML 87K
120: R7 Nature of Business HTML 42K
144: R8 Going Concern HTML 42K
131: R9 Summary of Significant Accounting Policies HTML 56K
127: R10 Property and Equipment HTML 44K
111: R11 Loans Payable - Related Parties HTML 42K
135: R12 Stock Payable HTML 42K
139: R13 Capital Stock HTML 47K
128: R14 Stock Options HTML 59K
112: R15 Commitments and Contingencies HTML 56K
136: R16 Income Taxes HTML 59K
140: R17 Subsequent Events HTML 57K
126: R18 Summary of Significant Accounting Policies HTML 96K
(Policies)
113: R19 Property and Equipment (Tables) HTML 44K
132: R20 Stock Options (Tables) HTML 58K
147: R21 Income Taxes (Tables) HTML 60K
121: R22 Going Concern (Details) HTML 43K
117: R23 Summary of Significant Accounting Policies HTML 51K
(Details)
133: R24 Property and Equipment (Narrative) (Details) HTML 41K
148: R25 Property and Equipment (Schedule of Property and HTML 48K
Equipment) (Details)
122: R26 Loans Payable - Related Parties (Details) HTML 63K
118: R27 Stock Payable (Details) HTML 63K
134: R28 Capital Stock (Details) HTML 89K
146: R29 Stock Options (Narrative) (Details) HTML 77K
142: R30 Stock Options (Schedule of Summary of Stock Option HTML 65K
Activity) (Details)
138: R31 Stock Options (Schedule of Fair Value of Each HTML 49K
Option Granted Weighted Average Assumptions)
(Details)
110: R32 Commitments and Contingencies (Details) HTML 143K
125: R33 Income Taxes (Narrative) (Details) HTML 44K
141: R34 Income Taxes (Schedule of Difference between HTML 54K
Income Taxes Computed at Statutory Rate and
Provision for Income Taxes) (Details)
137: R35 Income Taxes (Schedule of Reconciliation of HTML 60K
Provision for Income Taxes) (Details)
109: R36 Income Taxes (Schedule of Significant Components HTML 51K
of Deferred Income Tax Assets and Liabilities)
(Details)
124: R37 Subsequent Events (Details) HTML 224K
114: XML IDEA XML File -- Filing Summary XML 108K
143: EXCEL IDEA Workbook of Financial Reports XLSX 49K
105: EX-101.INS XBRL Instance -- amgi-20180731 XML 702K
103: EX-101.CAL XBRL Calculations -- amgi-20180731_cal XML 127K
104: EX-101.DEF XBRL Definitions -- amgi-20180731_def XML 383K
106: EX-101.LAB XBRL Labels -- amgi-20180731_lab XML 655K
107: EX-101.PRE XBRL Presentations -- amgi-20180731_pre XML 503K
108: EX-101.SCH XBRL Schema -- amgi-20180731 XSD 129K
123: ZIP XBRL Zipped Folder -- 0001534155-19-000020-xbrl Zip 77K
| Memorandum, Private Offering |
SUBSCRIPTION DOCUMENTS
Instructions for Subscription
I.PLEASE READ AND COMPLETE THE ATTACHED SUBSCRIPTION AGREEMENT.
Please be sure to:
"Fill in your name and other data requested on the first page.
"Indicate (by choosing the appropriate boxes in the Subscription Agreement)
whether you are an Accredited Investor.
"Complete all items on the signature pages.
II. IF YOU USE A PURCHASER REPRESENTATIVE, contact the Company or your placement agent to obtain a Purchaser Representative Questionnaire.
III.RETURN YOUR EXECUTED SUBSCRIPTION DOCUMENT together with your check in the amount of your investment made out to "Ameri Metro, Inc." to
Ameri Metro, Inc.
Second floor
3030 East Market Street.
Any inquiries concerning the subscription to the securities may be addressed to President, Ameri Metro, Inc. at the above address or by phone to (717) 434-0668
The investment securities to which this subscription relates are offered and sold under an exemption from registration provided by Rule 506 of Regulation D of the General Rules and Regulations of the Securities and Exchange Commission. In addition to the other requirements of Rule 506, sales of the investment securities are limited to no more than 35 persons who are not Accredited Investors as that term is defined in Regulation D.
1
AMERI METRO, INC.
Subscription Agreement
Name of Subscriber:
Number of Shares Purchased ( share minimum):
Subscription Amount ($ per share):
State of Residence:
1. Subscription. The undersigned hereby subscribes to the number of shares set forth above of the common stock of Ameri Metro, Inc. (the "Investment Securities") a corporation organized and existing under the laws of the State of Delaware (the "Company"), and agrees to pay for such Investment Securities the amount set forth above in cash or by check subject to collection upon execution of this subscription agreement.
2. Agreements and Understandings of the Undersigned. The undersigned agrees and understands that:
2.1. The undersigned is entitled to full information about the Company and its principals. Written materials describing the Company and the Investment Securities (the "Investment Documents") have been furnished to the undersigned prior to execution of this subscription agreement and the undersigned has been given the time required to read such materials, alone or with the undersigned's advisor(s).
2.2. If the undersigned has made any deposit, escrow or other payment in whole or in part toward the purchase of the Investment Securities offered hereby before executing this subscription agreement, the undersigned may elect to either: (i) ratify the undersigned's investment and receive a credit in full for such payment by execution of this subscription agreement; or (ii) have returned on demand the full amount of such payment, less distributions received by the undersigned, if any, plus lawful interest, at which time the undersigned will have no interest in or further obligation in regard to the Investment Securities offered hereby.
2.3. The undersigned (or the entity for which the undersigned is acting, if any) will not offer or sell all or any part of the undersigned's Investment Securities until and unless the Investment Securities are registered under the Securities Act of 1933, as amended and under applicable state laws or unless the undersigned has delivered to the Company an opinion of counsel satisfactory to it that such registration is not required.
2.4. No Federal or state agency has made any finding or determination as to the fairness for investment, nor recommendation or endorsement, of the Investment Securities.
2.5. If the undersigned is neither a United States citizen nor a resident of the United States, then the undersigned agrees: (a) to supply the Company with any and all information necessary so that the Company may satisfy any and all United States legal reporting requirements; and (b) to indemnify the Company for any liability incurred by the Company as a result of its failure to withhold any taxes or comply with any reporting requirements because the undersigned did not provide the necessary information to the Company to enable it to withhold the necessary taxes or fully comply with such requirements. Furthermore, if the undersigned is a foreign investor who fails to timely file U.S. Internal Revenue Service Form 4224 with the Company (the first such Form must be filed in duplicate with the Company prior to the acceptance of this subscription), the undersigned agrees, at the request of the
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Company, to execute any and all documents and instruments requested by the Company in order to consummate a sale or disposition of the Investment Securities as required to comply with law.
2.6. If the undersigned is an organization (other than a cooperative described in Section 521 of the Internal Revenue Code of 1986, as amended) whose income from the Company will be exempt from United States income tax, the undersigned shall so advise the Company.
2.7. THE OFFERING OF THESE SECURITIES IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE .RESTRICTIONS WILL BE PLACED ON THE TRANSFER ABILITY OF THE SECURITIES.
2.8. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS.
2.9. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
3. Warranties of the Undersigned. The undersigned represents and warrants that:
3.1. The undersigned has reached the age of majority in the state or country in which the undersigned resides.
3.2. The undersigned (or the entity for which the undersigned is acting, if any) intends to retain indefinitely, and has no present arrangement, understanding or agreement for disposing of the Investment Securities and takes such Investment Securities solely for the account of the name(s) which appear below.
3.3. If a trust, corporation, partnership, or other entity, the undersigned: (i) is duly organized and validly existing under the laws of the state of formation; (ii) is duly authorized and empowered to purchase the Investment Securities; (iii) was not organized exclusively for the purpose of acquiring the Investment Securities and has an independent reason for existence beyond such investment; (iv) has duly authorized the signatory hereto to execute this subscription agreement on behalf of the undersigned, and, upon such execution, the subscription agreement and any related documents shall be a binding obligation of the undersigned; and (v) will, upon request of counsel to the Company, furnish evidence of the representations and warranties of this subparagraph, including certified copies of the certificate (articles) of incorporation, articles of (limited) partnership, or other creating or implementing documents.
3.4. If the undersigned is not an Accredited Investor (described hereinafter) under Regulation D of the General Rules and Regulations of the Securities and Exchange Commission, the undersigned, either alone or with an advisor(s), has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the prospective investment.
3.5. It has been called to the undersigned's attention that this investment involves a high degree of risk, and no assurances are or have been made regarding the economic advantages, if any, which may inure to the benefit of investors. The economic benefit from an investment in the Investment Securities depends on the ability of the Company to successfully conduct its business activities. The accomplishment of such goals in turn depends on many
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factors beyond the control of the Company or its management. Accordingly, the suitability for any particular investor of a purchase of the Investment Securities will depend upon, among other things, such investor's investment objectives and such investor's ability to accept speculative risks, including the risk of a total loss of investment in the Investment Securities. The undersigned and the undersigned's advisor(s), if any, have carefully reviewed and understand the risk of, and other considerations relating to, a purchase of the Investment Securities.
3.6. The undersigned is able to bear the economic risks of this investment, is able to hold the Investment Securities for an indefinite period of time, and has sufficient net worth to sustain a loss of the entire investment in the Company in the event such loss should occur.
3.7. The undersigned and the undersigned's advisor(s), if any, have relied only upon the information contained in the Investment Documents made available to the undersigned and the undersigned's advisor(s). Any other information concerning this offering, whether oral or written, may be incomplete or inaccurate. Only the Investment Documents are intended to be an accurate description of the offering and its terms.
3.8. The Company has answered all inquiries that the undersigned and the undersigned's advisor(s), if any, have made of it concerning the Company or any other matters relating to the business and proposed operation of the Company and the offer and sale of the Investment Securities. No oral statement, printed material, or inducement which is contrary to the information contained in the Investment Documents has been given or made by or on behalf of the Company to the undersigned or the undersigned's advisor(s), if any.
3.9. All of the representations and information provided by the undersigned in this subscription agreement and any additional information which the undersigned has furnished to the Company with respect to the undersigned's financial position and business experience is accurate and complete as of the date that this subscription agreement was executed by the undersigned. If there should be any material adverse change in such representations or information prior to the sale of the Investment Securities subscribed for herein to the undersigned, the undersigned will immediately furnish accurate and complete information concerning any such material change to the Company.
3.10. The undersigned represents, if the undersigned is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), that in making the proposed investment the undersigned is aware of and has taken into consideration the diversification requirements of Section 404(a)(1)(C) of ERISA, and has concluded that the proposed investment is a prudent one.
4. "Non-Resident Alien" Status (if applicable). By indication below, the undersigned represents and warrants that the undersigned (or the entity for which the undersigned is acting, if any) is not a citizen of the United States or Canada and is not, and has no present intention of becoming, a resident of the United States (defined as being any natural person physically present within the United States for at least 183 days in a 12-month consecutive period or any entity who maintained an office in the United States at any time during a 12-month consecutive period). The undersigned understands that the Company may rely upon the representations and warranty of this paragraph as a basis for an exemption from registration of the Investment Securities under the Securities Act of 1933, as amended, and the provisions of relevant state securities laws.
_______CHECK HERE IF NOT A CITIZEN/RESIDENT OF THE UNITED STATES OR CANADA.
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5."Accredited Investor" Status. The investment securities to which this subscription relates are offered and sold under an exemption from registration provided by Rule 506 of Regulation D of the General Rules and Regulations of the Securities and Exchange Commission. In addition to the other requirements of Rule 506, sales of the investment securities are limited to no more than 35 persons who are not Accredited Investors as that term is defined in Regulation D.
Unless indicated otherwise herein, the undersigned falls within one of the following definitions of Accredited
Investor:
For individuals:
"The undersigned is a natural person whose individual net worth, or joint net worth with spouse, exceeds $1,000,000 at the time of purchase of the Investment Securities.
"The undersigned is a natural person who had an individual income in excess of $200,000 in each of the last two years or joint income with spouse in excess of $300,000 in each of those years and reasonably expects to reach the same income level in the current year.
"The undersigned is either a director, executive officer or general partner of the Company, or a director, executive officer or general partner of a general partner of the Company.
If an Accredited Investor, the undersigned further certifies that: (i) the undersigned (or the undersigned's professional advisor(s)) has the capacity to protect the undersigned's interests in this investment; (ii) the undersigned is able to bear the economic risks of this investment; and (iii) the amount of the investment does not exceed 10% of the undersigned's net worth or joint net worth with spouse.
For entities:
" The undersigned is an institutional investor as provided in Regulation Section 230.501(a)(1) under the
Securities Act of 1933.
" The undersigned is a private business development company within the meaning of Section 202(a)(22)
of the Investment Advisers Act of 1940.
"The undersigned is any organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the Investment Securities, with total assets in excess of
$5,000,000.
"The undersigned is a trust with total assets in excess of $5,000,000, not formed for the special purpose of acquiring the Investment Securities, whose investment is directed by a person described in Regulation Section 230.506(b)(2)(ii) under the Securities Act of 1933.
"The undersigned is an entity owned entirely by any of the persons described above.
6. Suitability Information for Investors who are not Accredited Investors. If the undersigned does NOT
meet the definition above of an accredited investor, the undersigned must be able to check the following.
X I am NOT an Accredited Investor. I have such knowledge and experience in financial and business matters that I (alone or together with a Purchaser Representative) am capable of evaluating the merits and risks of this investment.
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If the undersigned is not an Accredited Investor, the Company may require that the undersigned utilize the services of a Purchaser Representative or equivalent advisor who may be required to complete a Purchaser Representative Questionnaire.
7. Acceptance and Conditions of Investment.
The undersigned agrees and is aware that:
7.1. The Company reserves the unrestricted right to reject any subscription, and no subscription will be binding unless and until accepted by it. A subscription from a non-accredited investor will not be accepted if the maximum limitation on the number of non-accredited investors has already been reached.
7.2. A legend in substantially the following form will be placed on any certificate(s) evidencing the
Investment Securities:
THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY ANY INVESTOR TO ANY OTHER PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE LAW OF THE STATE OR JURISDICTION WHERE SOLD, TRANSFERRED OR DISPOSED OF, UNLESS SUCH SALE, TRANSFER OR DISPOSITION SHALL QUALIFY UNDER AN ALLOWED EXEMPTION TO SUCH REGISTRATION.
7.3. Stop transfer instructions will be placed with respect to the Investment Securities so as to restrict resale or other transfer thereof subject to further items hereof, including the provisions of the legend set forth above.
7.4. Unless otherwise provided by law, the legend and stop transfer instructions described above will be placed with respect to any new certificate(s) or other document(s) issued upon presentment by the undersigned of certificate(s) or other document(s) for transfer.
8. Registration Rights. The undersigned, or subsequent holder of the Investment Securities, shall have the right to have the Investment Securities included in the first registration statement effected by the Company for any of its stock or other securities under the Securities Act of 1933, as amended, (other than a registration statement relating solely to the sale of securities to participants in a Company stock plan, a Form S-4 registration statement, or a registration on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Investment Securities). Holders who wish their Investment Securities included in such registration statement shall comply with reasonable conditions imposed by the Company, including the furnishing of certain information required to be included in the registration statement. The expenses of the registration statement will be borne by the Company except for expenses (such as the advice of an attorney, accountant or financial advisor) incurred by the holder individually.
9. Accuracy of Information Given. The undersigned certifies that the undersigned has given the information contained herein to the best of the undersigned's knowledge and answers thereto are complete and accurate. The undersigned agrees that the foregoing representations and warranties shall survive the purchase of the Investment Securities as well as any acceptance of this subscription for the Investment Securities.
10. Election of Purchaser Representative. The undersigned understands that the undersigned is entitled to be advised by a Purchaser Representative or an equivalent advisor in making a decision to invest and that (unless the undersigned is an Accredited Investor) the undersigned must be so advised if the undersigned does not have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of this investment.
11. Indemnification. The undersigned acknowledges that the undersigned understands the meaning and legal consequences of the representations and warranties hereof, and hereby agrees to indemnify and hold harmless the Company, its affiliates, attorneys, accountants, agents, employees and any selling securityholder from and against any
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and all loss, damage or liability, including, without limitation, reasonable attorneys fees incurred as a result of such breach, due to or arising out of a breach of any such representations or warranties. This indemnification shall not require that the Company shall have been determined by any Federal, state or other authority or person to have qualified for any exemption from the registration provisions of Federal or state securities laws, rules or regulations.
12. Arbitration. The undersigned hereby agrees that any and all claims (other than claims for injunctive or other equitable relief) now or at any time hereafter as to which the Company, its affiliates, attorneys, accountants, agents or employees and the undersigned, the undersigned's successors or assigns may be adverse parties, whether arising out of this agreement or from any other cause, will be resolved by arbitration before the American Arbitration Association. Each party irrevocably consents to subject matter and personal jurisdiction before the American Arbitration Association. The parties covenant that under no conditions will any of them file any action at law against any other or bring any claim in any forum other than before the American Arbitration Association, and they agree that any litigation, if filed, shall be immediately dismissed upon application and shall be referred for arbitration hereunder with costs and attorneys' fees to the prevailing party. The situs of arbitration and any counterclaims shall be selected by the person against whom arbitration is sought provided that such situs is within the United States and is the situs of such person's principal residence or place of business. Any dispute concerning situs shall be determined by the American Arbitration Association.
The parties shall restrict themselves to claims for compensatory damages. No claims shall be made by any party for lost profits, punitive or similar damages. The parties agree that any award or decision by the American Arbitration Association shall be final and non-appealable except as to errors of law. Any appeal from an award of the arbitrator shall be taken to the appropriate court having jurisdiction over the situs of the arbitration. No bond shall be required of any party on appeal, and no enforcement of the award shall be granted until a determination of the appeal is final or until time to take an appeal has expired. Each party shall pay their own attorneys fees and costs of the arbitration and any appeal.
It is the intent of the parties and their affiliates to deal with all disputes between them by arbitration to the maximum degree allowed by law (including claims against any party's current or former attorneys, accountants, agents, employees, successors or assigns), and if any claim or claims should be held not subject to arbitration, only such claim or claims shall be excluded from this paragraph.
PLEASE EXECUTE THE ATTACHED SIGNATURE PAGE
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AMERI METRO, INC.
Signature Page to Subscription Agreement
Name of Subscriber
Street
City, State, Zip Code
$ NO CASH TRANSACTION Amount of Subscription
By Signature
Date:
Taxpayer Identification Number (Social Security number for individuals)
Status (if not individual):
( ) Trust ( ) Corporation
( ) Partnership ( ) Other____________________________
( ) IRA (describe)
Title to be Taken By (if not individual):
( ) Joint Tenant with (name of co-tenant)
( ) Other (describe):
Accepted:
AMERI METRO, INC.
By___________________________________________
Date:
8