Exhibit 6.1
AGREEMENT
This Agreement is entered into among X.X. Xxx ("Shareholder A"),
Xxxxxx X. Xxxxx ("Shareholder B"), and Chartwell International, Inc., a
Nevada corporation, (the "Company") on September 6, 1996.
WHEREAS, the Company represents that it is a publicly-held company
and its common stock is traded in the OTC Bulletin Board;
WHEREAS, the Company represents that it need additional equity and
working capital and that it needs to restructure its equity and debt
structure in order to attract new management, to meet certain pending
obligations, and to raise new capital;
WHEREAS, Shareholder A and Shareholder B represents that they are
major shareholders of the Company and have made major loans and advances to
the Company;
WHEREAS, the Company has asked Shareholder A and Shareholder B to
contribute additional capital;
WHEREAS, Shareholder A and Shareholder B hereby agree to contribute
additional capital pursuant to the terms and conditions as set forth below:
1. Shareholder A agrees to contribute and return three and a
half million (3,500,000) shares of the restricted common stock of the Company
("Shares A") which he owns back to the Company for use by the Company to
attract new management and to meet certain pending obligations, subject to
Paragraph 2 herein;
2. Shareholder A and the Company agree that out of Share A,
only up to one million (1,000,000) shares can be liquidated pursuant to Rule
144 of the Securities Act of 1933 (Rule 144") and the net proceeds from such
sale will be contributed by Shareholder A to the Company's capital account;
3. Shareholder A and the Company agree that the regu7latory
compliance for SEC filings and any tax consequences for the sale of any
portion of Share A pursuant to Rule 144 is the responsibility of Shareholder
A and therefore the sale must be coordinated between the parties in order for
Shareholder A to comply with all the provisions of Rule 144, including the
provision restricting the volume of share that can be sold over any 90-day
period;
4. Shareholder A also agrees and hereby confirms the
contribution to capital of the Company the rights and interest on his
$537,092 promissory note due from the Company and related accrued interest
effective July 31, 1995;
5. Shareholder B agrees to contribute and return three and a
half million (3,500,000) shares of the restricted common stock of the Company
("Shares B") which she owns back to the Company for use by the Company to
attract new management and to meet certain pending obligations, subject to
Paragraph 6 herein;
6. Shareholder B and the Company agree that out of Share B, at
least one million (1,000,000) shares can be liquidated pursuant to Rule 144
of the Securities Act of 1933 ("Rule 144") and the net proceeds from such
sale will be contributed by Shareholder B to the Company's capital account;
7. Shareholder B and the Company agree that the regulatory
compliance for SEC filings and any tax consequences for the sale of any
portion of Share B pursuant to Rule 144 is the responsibility of Shareholder
B and therefore the sale must be coordinated between the parties in order for
Shareholder B to comply with all the provisions of Rule 144, including the
provision restricting the volume of shares that can be sold over any 90-day
period;
IN CONSIDERATION OF THE FOREGOING, the parties agree as follows:
8. In accepting Share A and Share B as contribution to
capital, the Company agrees that these shares will be used solely for the
purposes (a) to provide incentives to attract and recruit senior management
personnel to assist the Company including a Chief Executive Officer, a
marketing specialist, a specialist experienced in sports businesses and
markets, and a specialist experienced in developing businesses for the
marketing of sports scholarships; (b) to provide compensation to an entity to
raise new capital for the Company; (c) to pay for professional services
including legal and accounting services; and (d) to meet certain pending
obligations.
9. The Company also agrees that by no later than March 31,
1997, it will expand the membership of the Board of Directors of the Company
from the present two members by three additional new members to a total of
five members, and that one of the new members shall be the new Chief
Executive Officer and the other two members must be outside Board members.
10. The Company also agrees to grant Shareholder A a stock
purchase warrant to purchase four million (4,000,000) shares of restricted
common stock of the Company's common stock, at an exercise price of twenty
cents ($0.20) per share, expiring January 2, 2002.
11. In the event any portion of Share A and Share B are not
used or committed by the Company for the purposes as set forth in Paragraph 8
herein by March 31, 1997, all unused and uncommitted shares shall be returned
respectively to Shareholder A and Shareholder B by no later than May 1, 1997.
12. Shareholder A's performance of Paragraph 1 through 4 herein
is subject to Shareholder B's performance of Paragraph 5 through 7.
13. To achieve the purposes of this Agreement and the
foregoing, the parties agree to prepare and execute such documents as
necessary and as required by counsel, including but not limited to Board
resolutions and stock purchase warrants.
14. The representations contained in this Agreement shall be
true on and as of the effective date of this Agreement.
15. This Agreement constitute the entire agreement and
understanding among the parties with respect to the subject matter herein and
no party shall be liable or bound to any other party in any party in any
manner by any warranties, representations, or covenants except as
specifically set forth herein.
16. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective successors and permitted
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any third party any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
17. The Agreement shall be governed and construed exclusively
in accordance with the laws of the State of Colorado.
18. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association in Denver, State of Colorado, and judgment upon the award
rendered by the Arbitrator may be entered in any Court having jurisdiction
thereof. The prevailing party in such arbitration shall be entitled, in
addition to such other relief may be granted, to a reasonable sum for
attorney's fees and costs in such arbitration, which sum shall be determined
by the Arbitrator.
19. Any notice required under this Agreement shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit with the United States Post office, by registered or certified mail,
postage prepaid, addressed (a) if to the Company, at 0000 XXX Xxxxxxx, Xxxxx
000, Xxxxxxxxx, XX 00000; (b) if to Shareholder A, at 0000 X. Xxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000-0000; and (c) if to Shareholder B, at 0000 XXX Xxxxxxx,
Xxxxx 000, Xxxxxxxxx, XX 00000 or at such other address as any party may
designate by giving five (5) day's written notice to the other parties in the
manner provided herein.
20. Any term of this Agreement may be amended in writing by all
the parties and when amended shall be binding on all parties.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first above written.
SHAREHOLDER A CHARTWELL INTERNATION, INC.
A Nevada corporation
/S/X.X. XXX By /S/ XXXXXX X. XXXXX
----------------------- ---------------------
X.X. Xxx Its President
SHAREHOLDER B
/S/ XXXXXX X. XXXXX
-----------------------
Xxxxxx X. Xxxxx
AMENDMENT 1 TO
AGREEMENT AMONG
X.X. XXX, XXXXXX X. XXXXX, AND
CHARTWELL INTERNATIONAL, INC.
This is an Amendment 1 ("Amendment 1") dated October 7, 1996 to the
Agreement which was entered into among X.X. Xxx ("Shareholder A"), Xxxxxx X.
Xxxxx ("Shareholder B"), and Chartwell International, Inc., a Nevada
corporation, (the "Company") on September 6, 1996 (the "Agreement").
WHEREAS, Shareholder A, Shareholder B, and the Company agreed to
certain terms and conditions pursuant to the Agreement, effective September
6, 1996, in regards to certain capital contributions by Shareholder A and
Shareholder B to the Company;
WHEREAS, the Company has researched its books and records and have
confirmed the monies that were loaned to the Company by Shareholder A and is
prepared to deliver to Shareholder A canceled promissory note, evidencing the
$537,092 that was loaned by Shareholder A to the Company;
WHEREAS, the Company has sought the opinion of a professional expert
in taxation and has provided Shareholder A with said expert's opinion on the
tax deductibility of the forgiveness of said promissory note; the Company
hereby expresses its willingness to indemnify and to hold Shareholder A
harmless from the tax consequences to Shareholder A, if any, that may result
form the sale of the Company's common stock by Shareholder A pursuant to
Paragraph 2 of the Agreement, and pursuant to applicable state and federal
securities laws and regulations which the Company hereby represents and
warrants to be in compliance with;
NOW, THEREFORE, Shareholder A, Shareholder B, and the Company hereby
agree as follows:
1. The Company hereby agrees to indemnify and hold harmless
Shareholder A, his heirs, successors and assigns, his attorney7s,
accountants, and representatives, jointly and severally, each in their
individual and representative capacities from any and all claims, debts,
liabilities, demands, obligations, promises, acts, agreements, costs,
expenses, damages, actions, or causes of actions, of whatever kind or nature,
whether known or unknown, suspected or unsuspected, contingent or fixed,
arising out of, or in connection with, in any way, from the tax consequences
to Shareholder A, if any, that may result from the sale of the Company's
common stock by Shareholder A pursuant to Paragraph 2 of the Agreement;
2. The Company agrees to deliver to shareholder A upon the
execution of this Amendment 1 all applicable documentation evidencing the
$537,092 promissory note and the cancellation of the note by the Company.
This Amendment 1, when executed by all the parties, shall be binding
on all the parties and shall be construed, together with the Agreement, as
part of the entire agreement between the parties.
Amendment 1 to Agreement among
X.X. Xxx, Xxxxxx X. Xxxxx and
Chartwell International, Inc.
October 7, 1996
Page 2
IN WITNESS WHEREOF, the parties have executed this Agreement in
Englewood, Colorado, effective as of the date first above written.
SHAREHOLDER A CHARTWELL INTERNATIONAL, INC
A Nevada corporation
/S/ X.X. XXX By /S/ XXXXXX X. XXXXX
----------------------- --------------------------
X.X. Xxx Its President
SHAREHOLDER B
/S/ XXXXXX X. XXXXX
-----------------------
Xxxxxx X. Xxxxx
AMENDMENT 2 TO
AGREEMENT AMONG
X.X. XXX, XXXXXX X. XXXXX, AND
CHARTWELL INTERNATIONAL, INC.
This is an Amendment 2 ("Amendment 2") dated October 7, 1996 to the
Agreement which was entered into among X.X. Xxx ("Shareholder A"), Xxxxxx X.
Xxxxx ("Shareholder B"), and Chartwell International, Inc., a Nevada
corporation, (the "Company") on September 6, 1996 (the "Agreement").
WHEREAS, Shareholder A, Shareholder B, and the Company agreed to
certain terms and conditions pursuant to the Agreement, effective September
6, 1996 in regards to certain capital contributions by Shareholder A and
Shareholder B to the Company;
WHEREAS, pursuant to Paragraph 2 of the Agreement, the Company has
instructed Shareholder A to sell his shares of common stock of the Company to
the Company's designated market maker, La Jolla Securities Corporation (the
"Market Maker");
WHEREAS, as of the effective date of Amendment 2, Shareholder A has
sold from his personal holdings 400,000 shares of the common stock of the
Company to the Market Maker and has delivered the net proceeds of such sale
as capital contribution to the Company pursuant to Paragraph 2 of the
Agreement;
WHEREAS, the Company endeavors and is interested in shareholder A's
cooperation to speed up the process in the sale of Shareholder A's remaining
commitment, pursuant to Paragraph 2 of the Agreement, which is an amount up
to 600,000 shares of Shareholder A's holdings in the common stock of the
Company;
WHEREAS, the Company has asked Shareholder A to grant a Power of
Attorney to the Company's officer and director, Xxxxx X. Xxxxxxxx ("Officer
and Director") with an authorization to permit the Officer and Director to
instruct the Market Maker to transfer, sell, and release the net proceeds of
such sale to the Company as Shareholder A's capital contribution to the
Company, subject to Shareholder A's sole option to elect to reserve for
Shareholder A's sole benefit the sale of twenty percent (20%) of the volume
of shares that have been exempted from registration requirements pursuant to
Rule 144 of the Securities Act of 1933 ("Rule 144") over any 90-day period;
NOW, THEREFORE, Shareholder A, Shareholder B, and the Company hereby
agree as follows:
1. Shareholder A hereby agrees to grant and to deliver the
Company a signed Power of Attorney ("Power of Attorney"), attached as Exhibit
A, designating and authorizing the Company's officer and director, Xxxxx X.
Xxxxxxxx "Officer and Director") to instruct the Market Maker to transfer and
sell up to 600,000 shares of the common stock of the Company from Shareholder
A's holdings, pursuant to Paragraph 2 of the Agreement, to the Market Maker
and to release the net proceeds of such sale to the Company as Shareholder
A's capital contribution to the Company;
Amendment 2 to Agreement among
X.X. Xxx, Xxxxxx X. Xxxxx and
Chartwell International, Inc.
October 7, 1996
Page 2
2. Company hereby agrees to advise and to notify Shareholder A
in writing immediately upon the transfer and sale of any such shares,
including the number of shares and the price per share;
3. Shareholder B and the Company hereby agree to grant
Shareholder A the sole option to elect to reserve for Shareholder A's sole
benefit the sale of twenty percent (20%) of the volume of shares that have
been exempted from registration requirements pursuant to Rule 144 of the
Securities Act of 1933 ("Rule 144") over any 90-day period, in connection
with any sale of stock pursuant to Paragraph 2 of the Agreement;
4. Further, the Company hereby agrees to indemnify and hold
harmless Shareholder A, his heirs, successors and assigns, his attorneys,
accountants, and representatives, jointly and severally, each in their
individual and representative capacities form any and all claims, debts,
liabilities, demands, obligations, promises, acts, agreements, costs,
expenses, damages, actions, or causes of actions, of whatever kind or nature,
whether known or unknown, suspected or unsuspected, contingent or fixed,
arising out of, or in connecting with, in any way, relating to any potential,
alleged, or actual breach of applicable federal and state securities laws and
regulations from the sale of the Company's common stock by Shareholder A
pursuant to Paragraph 2 of the Agreement;
This Amendment 2, when executed by all the parties, shall be binding
on all the parties and shall be construed, together with the Agreement, as
part of the entire agreement between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement in
Englewood, Colorado, effective as of the date first above written.
SHAREHOLDER A CHARTWELL INTERNATIONAL, INC.
A Nevada corporation
/S/ X.X. XXX By /S/ XXXXXX X. XXXXX
----------------------- --------------------------
X.X. Xxx Its President
SHAREHOLDER B
/S/ XXXXXX X. XXXXX
-----------------------
Xxxxxx X. Xxxxx
