PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 25th, 2007 • Chilco River Holdings Inc • Services-amusement & recreation services • Nevada
This Placement Agent Agreement (“Agreement”) is entered into this 19th day of April, 2007 (the “Effective Date”), by and between CHILCO RIVER HOLDINGS, INC., a Nevada corporation (the “Company”) and CHUNG LIEN INVESTMENT MANAGEMENT LIMITED, a corporation organized under the laws of Hong Kong (the “Agent”). The Company desires to engage the Agent to provide consulting and other services in connection with a proposed financing transaction. The Agent will serve as an agent for the Company on a best efforts basis in connection with the financing transaction on general terms and conditions to be determined. The purpose of this Agreement is to set forth the terms and conditions of the agency relationship between the Company and the Agent.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2007 • Chilco River Holdings Inc • Services-amusement & recreation services • Nevada
The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from Chilco River Holdings, Inc., a Nevada corporation (the “Corporation”) convertible debentures in the principal amount of the Subscription Price set froth in the Subscription and Subscriber Information below (the “Debentures”) for and in consideration of the Subscription Price to be paid in cash at closing (the “Purchase Price”)(the “Offering”). The Debentures are convertible into shares of Common Stock, $0.001 par value (the “Common Shares”), at the greater of US$0.75 per share or 70% of the 5-day average market trading price of the Common Shares immediately preceding the dated of conversion, subject to certain adjustments (collectively the Debentures and the Common Shares are referred to as the “Securities”). The Debentures will be in substantially the form attached hereto as Exhibit A. The Purchaser agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditio
