EXHIBIT 10.2
Subscription Agreement
Chartwell International, Inc.
A Nevada Corporation
(Accredited Investor)
SUBSCRIPTION AGREEMENT AND REPRESENTATIONS
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TO: Chartwell International, Inc.
Gentlemen:
I, the undersigned, understand that Chartwell International, Inc, a Nevada
Corporation (the "Company") is offering 25,838,433 shares of Common Stock of
Chartwell International, Inc. ("Shares") for a total consideration of $200,000
or approximately $.00774 per Share.
I hereby offer to purchase 25,838433 Shares of Common Stock and hereby pay
a deposit of $200,000 to Company in order to induce the company to accept my
subscription hereunder, and upon acceptance by you, I agree to become a
shareholder of the Company and to contribute to the Company as set forth herein.
The deposit shall be non-refundable consideration for the Subscription, but
shall be credited toward the total subscription amount in the event the
subscription is funded in accordance with the terms hereof. In order to induce
the Company to accept my offer, I advise you as follows:
(1) Receipt of copies of the Business Plan containing Use of Proceeds and
such other documents as I have requested. I hereby acknowledge that I have
received the Business Plan documents (as may be supplemented from time to time)
relating to the Company including financial information and I understand that
the Company is a startup company and has no business history or revenues.
(OMITTED)
(2) Availability of Information. I hereby acknowledge that the Company has
made available to me the opportunity to ask questions of, and receive answers
from the Company and any other person or entity acting on its behalf, concerning
the contents of the Plan and the information contained in the corporate
documents and to obtain any additional information, to the extent the Company
possesses such information or can acquire it without unreasonable effort or
expense, necessary to verify the accuracy of the information provided by the
Company and any other person or entity acting on its behalf.
(3) Representations and Warranties. I represent and warrant to the Company
(and understand that it is relying upon the accuracy and completeness of such
representations and warranties in connection with the availability of an
exemption for the offer and sale of the shares from the registration
requirements of applicable federal and state securities laws) that:
(A) RESTRICTED SECURITIES.
(1) I understand that the Shares have not been registered under the
Securities Act of 1933, as amended (The Act), or any state securities laws,
(2) I understand that if my subscription offer is accepted and the
Shares are sold to me, I cannot sell or otherwise dispose of the shares
unless the shares are registered under the Act or the state securities laws
or exemptions therefrom are available (and consequently, that I must bear
the economic risk of the investment for an indefinite period of time).
(3) I understand that the Company has no obligation now or at any time
to register the shares under the Act or the State securities laws or obtain
exemptions therefrom.
(4) I understand that the Company will restrict the transfer of the
shares in accordance with the foregoing representations.
(B) LEGEND.
I agree that any certificate representing the shares will contain and
be endorsed with the following, or a substantially equivalent, LEGEND.
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"This share certificate has been acquired pursuant to an investment
representation by the holder and shall not be sold, pledged,
hypothecated or donated, or otherwise transferred except upon the
issuance to Company of a favorable opinion by its counsel and the
submission to the Company of other evidence satisfactory to and as
required by counsel to the Company; that any such transfer will not
violate the Securities Act of 1933, as amended, and applicable state
securities laws.
(C) AGE: CITIZENSHIP.
I am at least twenty-one years old and a citizen of Hungary,
(D) ACCURACY OF INFORMATION.
All information which I have provided to the Company concerning my
financial position and knowledge of financial and business matters is correct
and complete as of the date set forth at the end hereof, and if there should be
any material change in such information prior to acceptance of this subscription
offer by the Company, I will immediately provide the Company with such
information.
(5) OFFERING PROCEDURE.
I understand that this subscription offer is subject to each of the
following terms and conditions:
(a) The Company may reject this subscription offer for any reason, and
this subscription offer shall become binding upon the Company only when
accepted, in writing, by the Company.
(b) This subscription offer may not be withdrawn by me.
(6) SUITABILITY. I hereby warrant and represent:
(a) That I can afford a complete loss of the investment and can afford
to hold the securities being purchased hereunder for an indefinite period of
time;
(b) That I consider this investment a suitable investment and;
(c) That I have had prior experience in financial matters and
investments.
(7) RESTRICTIONS.
This subscription is personal to the investor whose name and address
appear below. It may not be sold, transferred, assigned or otherwise disposed of
to any other person, natural or artificial.
(8) CONDITIONS.
This subscription shall become binding upon the Company and me only
when accepted, in writing, by the issuer,
(9) REPRESENTATIONS.
(a) I have been furnished and have carefully read the Company business
plan and the documents attached as exhibits thereto, including the Subscription
Agreement. I am aware that:
(1) There are substantial risks incident to the ownership of
shares in the Company, and such investment is speculative and involves a high
degree of risk of loss by me of my entire investment in the Company;
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(2) No federal or state agency has passed upon the Shares or made
any finding or determination concerning the fairness of this investment;
(b) I acknowledge that I have been advised to consult my own attorney
concerning the investment.
(c) I acknowledge that the investment in the Company is an illiquid
investment. In particular, I recognize that:
(1) Due to restrictions described below, the lack of any market
existing or to exist for these shares, in the event I should attempt to sell my
shares in the Company, my investment will be highly illiquid and, probably must
be held indefinitely.
(2) I must bear the economic risk of investment in the shares for
an indefinite period of time, since the shares have not been registered under
the Securities Act of 1933, as amended. Therefore, the shares cannot be offered,
sold, transferred, pledged, or hypothecated to any person unless either they are
subsequently registered under said Act or an exemption from such registration is
available and the favorable opinion of counsel for the Company to that effect is
obtain, which is not anticipated.
(3) My right to transfer my shares will also be restricted as
provided in this Subscription Agreement.
(d) I represent and warrant to the Company that:
(1) I have carefully reviewed and understand the risks of, and
other considerations relating to, a purchase of shares, including the risks set
forth in this Agreement.
(2) I and my investment advisors, if any, have been furnished all
materials relating to the Company and its proposed activities, the offering of
shares, or anything set forth in the Plan which they have requested and have
been afforded the opportunity to obtain any additional information necessary to
verify the accuracy of any representations or information set forth in the Plan;
(3) The Company has answered all inquiries that I and my
investment advisors, if any, have put to it concerning the Company and its
proposed activities and the offering and sale of the Shares;
(4) Neither I nor my investment advisors, if any, have been
furnished any offering literature other than the Business Plan and the documents
that may be attached as exhibits thereto and I and my investment advisors, if
any, have relied only on the information contained in the Business Plan and such
exhibits and the information, as described in subparagraphs (b) and (c) above,
furnished or made available to them by the Company;
(5) I am acquiring the shares for which I hereby subscribe for my
own account, as principal, for investment purposes only and with a view to the
resale of distribution of all or any part of such shares, and that I have no
present intention, agreement or arrangement to divide my participation with
others or to resell, transfer or otherwise dispose of all or any part of the
shares subscribed for unless and until I determine, at some future date, that
changed circumstances, not in contemplation at the time of this purchase, makes
such disposition advisable;
(6) I, the undersigned, if on behalf of a corporation,
partnership, trust, or other form of business entity, affirm that: it is
authorized and otherwise duly qualified to purchase and hold shares in the
Company; recognize that the information under the caption as set forth in (a)
above related to investments by an individual and does not address the federal
income tax consequences of an investment by any of the aforementioned entities
and have obtained such additional tax advice that I have deemed necessary; such
entity has its principal place of business as set forth below; and such entity
has not been formed for the specific purpose of acquiring shares in the Company.
(7) I have adequate means of providing for my current needs and
personal contingencies and have no need for liquidity in this investment; and
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(e) I hereby adopt, accept, and agree to be bound by all the terms and
conditions of this Agreement, and by all of the terms and conditions of the
Articles of Incorporation, and amendments thereto, and By-Laws. Upon acceptance
of this Subscription Agreement by the Company, I shall become a shareholder for
all purposes, and the shares subscribed shall be issued,
(f) The Subscription, upon acceptance by the Company, shall be binding
upon the heirs, executors, administrators, successors, and assigns of mine.
(g) I hereby represent and warrant that:
(1) I have either a net worth (exclusive of home, home
furnishings, and automobiles) of at least ten times the amount of the
investment. If a corporation, it is on a consolidated basis according to its
most recent financial statement, within the above standards, and if a
partnership, each partner is within the above standards.
(h) I further hereby represent that either:
(1) I have such knowledge and experience in business and
financial matters that I am capable of evaluating the Company and proposed
activities thereof, the risks and merits of investment in the Shares and of
making an informed investment decision thereon, and am not utilizing a purchaser
representative in connection with evaluating such risks and merits; or
(2) I and the persons listed in (3) below (not affiliated with
the Company) together have such knowledge and experience in financial and
business matters that we are capable of evaluating the merits and risks of
investment in the shares and make an informed decision.
(Note: If (l) is correct, cross out (2). If (2) is appropriate
(1) and, if (3) below, list, and indicate professional or business relationship
to the undersigned relied upon, or with whom the undersigned consulted, in
evaluating the merits and risks investment in the shares. If such person is
serving as a Purchaser Representative of me, have such individual(s) complete a
Purchaser Representative Affidavit obtained from the Company.
(3) In evaluating the merits and risks of investment in the
Shares, I have relied upon the advice of, or consulted with, only the following
persons (not affiliated with the Company):
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(1) -------------------------------------------
Name
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Relationship
(2) -------------------------------------------
Name
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Relationship
(i) I have /have not previously invested in private placement
securities (such as stock, equipment leasing, mineral, oil and gas, or other
syndications). (CROSS OUT INCORRECT ANSWER.)
(j) I further represent and warrant:
(1) That I hereby agree to indemnify the Company and hold
the Company harmless from and against any and all liability, damage, cost, or
expense incurred on account of or arising out of:
(A) Any inaccuracy in my declarations, representations,
and warranties hereinabove set forth;
(B) The disposition of any of the shares which I will
receive, contrary to my foregoing declarations, representations, and warranties;
and
(C) Any action, suit or proceeding based upon (1) the
claim that said declarations, representations, or warranties were inaccurate or
misleading or otherwise cause for obtaining damages or redress from the Company;
or (2) the disposition of any of the shares or any part thereof.
(k) This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada, except as to the manner in which
the subscriber elects to take title to shares in the Company which shall be
construed in accordance with the State of his principal residence,
(l) Upon request of the Company, I shall provide a sworn and
signed copy of my current financial statement.
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Subscription for Shares:
Number of Shares subscribed for: 25,838,433
Total consideration: $ 200,000 (two hundred thousand U.S. dollars)
Subscriber:
Name (please print) Xxxx Xxxxxxx
Social Security No. Not Applicable
Address: 0 Xxxxxxxxx Xxxxxxx, Xxxxxx, X0 0XX, Xxxxxx Xxxxxxx
(including Zip Code)
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Phone + 00 00 0000 0000
Nature of Business Investments
Net Worth Accredited Investor
Liquid Assets Accredited Investor
10. Accredited Investor, I represent that I am an "Accredited
Investor" or an Officer of an "Accredited Investor" as defined below:
Accredited investor shall mean any person who comes within any of
the following categories, or who the issuer reasonably believes come within any
of the following categories, at the time of the sale of the securities to that
person.
(1) Any bank as defined in section 3(a)(2) of the Act, or any
savings and loan association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
any broker or dealer registered pursuant to section 15 of the Securities
Exchange Act of 1934; any insurance company as defined in section 2( 13) of the
Act; any investment company registered under the Investment Company Act of 1940
or a business development company as defined in section 2(a)(48) of that Act;
any Small Business Investment Company licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business Investment Act
of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in section 3(21) of such act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors;
(2) Any private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
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(5) Any natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in
ss.230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited
investors.
(9) An entity or person defined under SEC CFR ss.2330.001 and
California Corporations Code ss.25102(n) (by inclusion).
An affiliate of, or person affiliated with, a specific person
shall mean a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the person specified.
I will hold title to my interest as follows:
[ ] Community Property
[ ] Joint Tenants with Right Survivorship
[ ] Tenants in Common
[X] Individually
[ ] Other: (Corporation, Trust, Etc., please indicate)
(Note: Subscribers should seek the advice of their attorneys in
deciding in which of the above forms they should take ownership of the Shares,
since different forms of ownership can have varying gift tax and other
consequences, depending on the state of the investor's domicile and their
particular personal circumstances. For example, in community property states, if
community property assets are used to purchase shares held in individual
ownership, this might have adverse gift tax consequences. IF OWNERSHIP IS BEING
TAKEN IN JOINT NAME WITH A SPOUSE OR ANY OTHER PERSON, THEN ALL SUBSCRIPTION
DOCUMENTS MUST BE EXECUTED BY ALL SUCH PERSONS.)
11. This subscription shall expire on March 31, 2003, and if the
subscription amount has not been paid by such date, then the rights under this
Subscription Agreement shall thereupon expire.
IN WITNESS WHEREOF, subject to acceptance by the Company, I have
completed this Subscription Agreement to evidence my Subscription as set forth
hereinabove, and I submit herewith a check in the amount of $200,000 for
25,838,433 Shares, this ___ day of 2000.
Xxxx Xxxxxxx
Subscriber
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EXECUTION OF THIS SUBSCRIPTION AGREEMENT MUST BE ACKNOWLEDGED BEFORE A
NOTARY PUBLIC OR SIMILAR PUBLIC OFFICER.
STATE OF
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COUNTY OF
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On this ___ day of ______________ 2005, before me, the undersigned, a
Notary Public in and for said State, personally appeared __________________,
known to me to be the person(s) whose name(s) is (are) subscribed to this within
instrument and acknowledged that he (she) executed the same for the purposes and
consideration therein expressed, AND WHO UPON OATH SWORE THAT THE STATEMENTS
THEREIN CONTAINED ARE TRUE AND CORRECT.
WITNESS my hand and official seal.
My Commission expires:
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Notary Public or Public Officer
THIS SUBSCRIPTION OFFER IS ACCEPTED THIS ______ DAY OF __________________, 2005.
Chartwell International, Inc.,
by:
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