Stone Harbor Investments, Inc. Sample Contracts

SECURITY AGREEMENT
Security Agreement • April 6th, 2011 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • New York

This SECURITY AGREEMENT, dated as of March ___, 2011(this “Agreement”), is among Stone Harbor Investments, Inc., a Nevada corporation (the “Company”), the Subsidiaries of the Company identified on Schedule I herein (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Secured Convertible Notes due March __, 2013 and issued on March ___, 2011, in the original aggregate principal amount of up to $5,000,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 6th, 2011 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • New York

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 31, 2011, is by and among Stone Harbor Investments, Inc., a Nevada corporation (the “Parent”), The Source Vitamin Company, Inc., a Delaware corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

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ESCROW AGREEMENT
Escrow Agreement • April 6th, 2011 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • New York

This Agreement is dated as of the___ day of March, 2011 among Stone Harbor Investments, Inc., a Nevada Corporation (the “Company”), the subscribers listed on Schedule 1 hereto (“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):

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SUBSIDIARY GUARANTY
Subsidiary Guaranty • April 6th, 2011 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • New York
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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 2nd, 2010 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • Nevada
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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 20th, 2011 • LTS Nutraceuticals, Inc. • Medicinal chemicals & botanical products • Florida

THIS SHARE PURCHASE AGREEMENT is made and entered into and binding as of the 20th day of October, 2011 (this "Agreement"), by and among JACKSON WEN, an individual, as owner or trustee for all shareholders ("Seller"), and LTS Nutraceuticals, Inc., a Nevada corporation ("Purchaser").

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PURCHASE AND EXCLUSIVE MARKETING AGREEMENT
Purchase and Exclusive Marketing Agreement • June 15th, 2011 • LTS Nutraceuticals, Inc. • Services-computer programming, data processing, etc. • Florida

Agreement dated as of this 13th day of June, 2011 ("the Effective Date"), by and between Imagenetix, Inc. ("Imagenetix"), a Nevada corporation having a place of business at 10845 Rancho Bernardo Road, San Diego, California 92127; Proprietary Nutritionals, Inc. ("PNI"), a New Jersey corporation having a place of business at 265 Harrison, New Jersey 07032, and Pharmachem Laboratories, Inc., its parent company, also a New Jersey corporation having a place of business at the same address (collectively "PNI"); and The Source Vitamin Company, Inc. ("Source"), a Delaware corporation having a place of business at 110 East Broward Boulevard, Fort Lauderdale, Florida 33301, and LTS Nutraceuticals, Inc., its parent company, a Nevada corporation having a place of business at the same address (“LTS”).

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Employment Agreement
Employment Agreement • April 6th, 2011 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • Florida

This Employment Agreement (the “Agreement”) by and between Jerry Rayman, an individual (the “Employee”), and The Source Vitamin Company, Inc., a Delaware corporation and Stone Harbor Investments, Inc. (collectively, the “Company” or the “Employer”), is hereby entered into as of March 31, 2011.

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consulting Agreement
Consulting Agreement • April 6th, 2011 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • Florida

This Engagementconsulting Agreement (the “Agreement”) by and between Theodore Farnsworth, an individual (the “Consultant”), and The Source Vitamin Company, Inc., a Delaware corporation and STONE HARBOR INVESTMENTS, INC. (collectively, the “Company” or the “Employer”), is hereby entered into as of March 23, 2011.

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AMENDMENT TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 20th, 2011 • LTS Nutraceuticals, Inc. • Medicinal chemicals & botanical products

THIS AMENDMENT TO SHARE PURCHASE AGREEMENT is made and entered into and binding as of the 20th day of December, 2011 (this "Agreement"), by and among JACKSON WEN, an individual, as owner or trustee for all shareholders ("Seller"), and LTS Nutraceuticals, Inc., a Nevada corporation ("Purchaser").

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SUBSCRIPTION AGREEMENT
Subscription Agreement • April 6th, 2011 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of March ___, 2011, by and between Stone Harbor Investments, Inc., a Nevada corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).

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FORM OF LOCKUP AGREEMENT
Form of Lockup Agreement • April 6th, 2011 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • New York

This AGREEMENT (the "Agreement") is made as of the ____ day of ___________ 2011, by _________________________ ("Holder"), maintaining an address at _____________________________ ______________________________________________________________, in connection with his ownership of shares of Stone Harbor Investments, Inc., a Nevada corporation (the "Company").

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LETTER OF AGREEMENT
Letter of Agreement • April 6th, 2011 • Stone Harbor Investments, Inc. • Services-computer programming, data processing, etc. • Florida

This Letter Agreement (hereinafter referred to as “Agreement’) dated March 11, 2011 is intended to define the business relationship between The Source Vitamin Company, Inc. (hereinafter referred to as “SVC”) located at 450 E Las Olas Blvd, Suite 830, Ft. Lauderdale, Florida 33301 and Dr. Bob Arnot, an individual (hereinafter referred to as “BA”), with offices located at: 2600 North Flagler, West Palm Beach, FL

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