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THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES, OR THE SALE IS MADE IN ACCORDANCE WITH RULE 144
UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
THESE SECURITIES REASONAVLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT, OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
STOCK WARRANT
TO PURCHASE SHARES OF COMMON STOCK OF
CHARTWELL INTERNATIONAL, INC.
A NEVADA CORPORATION
THIS CERTIFIES that, for value received K.T. MAO is entitled, upon the terms and
subject to the conditions hereinafter set forth, at any time commencing from the
date hereof until JANUARY 2, 2002, ("Expiration Date") but not thereafter, to
subscribe for and purchase from Chartwell International, Inc., a Nevada
corporation ("the Company"), TWO MILLION, FIVE HUNDRED THOUSAND (2,500,000) of
the fully paid and non-assessable shares of the Company's restricted common
stock, $0.001 par value, ("Common Stock"), at a purchase price of TWENTY CENTS
($0.20) PER SHARE ("Purchase Price"). The Purchase Price and the number of
shares for which this Warrant is exercisable shall be subject to adjustment as
provided herein.
1) TITLE TO WARRANT
Prior to the Expiration Date and subject to compliance with applicable
laws, this Warrant and all rights hereunder are transferable, in whole or
in part, at the office or agency of the Company, referred to in Section 2
hereof, by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.
2) EXERCISE OF WARRANT
The purchase rights represented by the Warrant are exercisable by the
registered holder hereof, in whole or in part, increments of one thousand
(1,000) shares, commencing from the date hereof to and before the close of
business on the Expiration Date by the surrender of this Warrant and the
Subscription Form duly executed at the office of the Company at 5275 DTC
Parkway, Suite 110, Englewood, Colorado 80111-2752, or such other office or
agency appearing on the books of the Company, and upon the payment of the
Purchase Price of the shares thereby purchased (by cash or by cancellation
of indebtedness of the Company to the holder hereof, if any, at the time of
exercise in an amount equal to the Purchase Price of the shares thereby
purchased); whereupon the holder this Warrant, shall receive a certificate
or certificates each in proper form, for the number of shares of Common
Stock so purchased. The Company agrees that if at the time of the surrender
of this Warrant and purchase, the holder shall be entitled to exercise this
Warrant, the shares so purchased shall be and be deemed to be issued to
such holder as the record owner of such shares as of the close of business
on the date on which this Warrant shall be exercised as aforesaid. The
Common Stock issued upon exercise of this Warrant in accordance with its
terms shall be validly issued and outstanding, fully paid and
non-assessable.
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The Company covenants that all shares of Common Stock which may be issued
upon the exchange of rights represented by this Warrant will, upon exercise
of the rights represented by this Warrant, be fully paid and non-assessable
and free from all taxes, liens, and charges in respect to the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously
with such issue).
3) NO FRACTIONAL SHARES OR SCRIP
No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. Any fractional shares shall be
rounded up to the nearest whole share.
4) CHARGES, TAXES, AND EXPENSES
Issuance of certificates for shares of Common Stock upon the exercise of
this Warrant shall be made without charge to the holder hereof for any
issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall be paid
by the Company and such certificates shall be issued in the name of the
holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant; provided, however, that in the event certificates
for shares of Common Stock are to be issued in a name of the holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto, duly executed by the holder hereof;
and provided further, that upon any transfer involved in the issuance or
delivery of any certificates for shares of Common Stock, the Company may
require, as a condition, thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.
5) NO RIGHTS AS SHAREHOLDERS
This Warrant does not entitle the holder hereof to any voting rights or
other rights as a shareholder of the Company prior to the exercise hereof.
6) EXCHANGE AND REGISTRY OF WARRANTS
This Warrant is exchangeable, upon the surrender hereof by the registered
holder at the above mentioned office or agency of the Company for new
Warrant of like tenor.
The Company shall maintain at the above mentioned office or agency a
registry showing the name and address of the registered holder of this
Warrant. This Warrant may be surrendered for exchange, transfer, or
exercise in accordance with its terms at such office or agency of the
Company, and the Company shall be entitled to rely in all respects, prior
to written notice to the contrary, upon such registry. Upon such registry,
this Warrant may only be transferred in accordance with the requirements of
applicable federal and state securities laws.
7) LOSS, THEFT, DESTRUCTION, OR MUTILATION OF WARRANT
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction, or mutilation of this Warrant, and in case of
loss, theft, or destruction reasonable satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this
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Warrant, if mutilated, the Company will make and deliver a new Warrant of
like tenor in lieu of this Warrant.
8) SATURDAYS, SUNDAYS, HOLIDAYS, ETC.
If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall be a Saturday, Sunday, legal
holiday, or be a day on which the office of the Company is not open for
business, then such action may be taken or such right may be exercised on
the next succeeding day of business.
9) ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES
The Purchase Price of this Warrant and the number of shares issuable upon
its exercise shall be subject to adjustment from time to time as follows:
a) In the event the Company shall at any time after the date hereof issue
additional shares of Common Stock in stock dividend, stock
distribution or subdivision paid with respect to Common Stock, or
declare any dividend or other distribution payable with additional
shares of Common Stock (or securities convertible into Common Stock)
with respect to Common Stock or effect a split or subdivision of the
outstanding shares of the Company's Common Stock, the Purchase Price
then in effect immediately prior to such stock dividend, stock
distribution or subdivision or such declaration thereof, shall,
concurrently with the effectiveness of such stock dividend, stock
distribution or subdivision, or the earlier declaration thereof, be
proportionately decreased and the number of shares of Common Stock
issuable upon exercise of this Warrant shall be appropriately
increased in proportion to such increase of outstanding shares.
b) In the event the outstanding shares of Common Stock shall at any time
after the date hereof be combined or consolidated, by reclassification
or otherwise, into a lesser number of shares of Common Stock, the
Purchase Price then in effect immediately prior to such combination or
consolidation shall, concurrently with the effectiveness of such
combination or consolidation, be proportionately increased and the
number of shares of Common Stock issuable upon exercise of this
Warrant shall be appropriately decreased in proportion to such
decrease in outstanding shares.
c) In case, at any time after the date hereof, of any consolidation or
merger of the Company with or into another corporation or the
conveyance of all or substantially all of the assets of the Company to
another corporation, the shares of Common Stock issuable upon the
exercise of this Warrant shall thereafter be convertible into the
number of shares of stock or other securities or property to which a
holder would have been entitled if immediately prior to such
consolidation, merger or conveyance he had exercised this Warrant in
its entirety; and in any such case, appropriate adjustment (as
determined in good faith by the Board of Directors) shall be made in
the application of the provisions herein set forth with respect to the
rights and interest thereafter of the holder of this Warrant and that
the provisions set forth herein (including provisions with respect to
changes in and other adjustments of the Purchase Price) shall
thereafter be
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applicable, as nearly as reasonably may be, in relation to any shares
of stock or other property thereafter deliverable upon the exercise of
this Warrant.
d) All calculations under this Paragraph 9 shall be made to the nearest
cent or to the nearest one tenth (1/10) of a share, as the case may
be.
e) No adjustment in the Purchase Price need be made if such adjustment
would be less than $0.01. Any adjustment of less than $0.01 which is
not made shall be carried forward and shall be made at the time of and
together with any subsequent adjustment which, on a cumulative basis,
amounts to any adjustment of $0.01 or more in the Purchase Price.
f) The Company will, at all times, in good faith assist I carrying out
all the provisions of this Paragraph 9 and I the taking of all such
action as may be necessary or appropriate to protect the rights of the
holder of this Warrant from impairment.
g) Upon the occurrence of each adjustment or readjustment of the Purchase
Price pursuant to this Paragraph 9, the Company at its expense shall
promptly compute such adjustment or readjustment I accordance with the
terms hereof and prepare and furnish to the holder of this Warrant a
certificate setting forth adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based.
The Company shall, upon written request at any time of the holder of
this Warrant, furnish or cause to be furnished to such holder a like
certificate setting forth:
i) such adjustments and readjustments;
ii) the Purchase Price at the time in effect; and
iii) the number of shares of Common Stock and the amount, if any, of
other property that at the time would be received upon the
exercise of this Warrant.
h) In the event of any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the holders
thereto who are entitled to receive any dividend (other than a cash
dividend) or other distribution, the Company shall mail to the holder
of this Warrant at least twenty (20) days prior to such record day, a
notice specifying the date on which any such record is to be taken for
the purpose of such dividend or distribution.
i) The Company shall at all times reserve and keep available out of the
authorized but unissued shares of the Common Stock, solely for the
purpose of effecting the exercise of this Warrant, such number of its
shares of Common Stock as shall from time to time be sufficient to
effect the exercise of this Warrant; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient
to affect the exercise of this Warrant, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose.
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j) The Company will not, by amendment of its Articles of Incorporation or
Bylaws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder
by the Company but will at all times I good faith assist in the
carrying out of all the provisions hereof and in the taking of all
such actions as may be necessary or appropriate in order to protect
the rights of the holders of this Warrant against impairment.
10) MISCELLANEOUS
a) The provisions of this Warrant shall be construed and shall be given
effect in all respects as if it had been issued and delivered by the
Company on the date hereof. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a
contract under the laws of the State of Colorado and for all purposes
shall be construed in accordance with and governed by the laws of said
state, excepting only to those matters of corporate organization and
power incident to the issuance of stock pursuant hereto, which shall
be governed by the laws by the State of Nevada.
b) The holder acknowledges that all certificates representing the Common
Stock of the Company issued from time to time upon exercise hereof
shall bear the legend set forth on the first page of this Warrant.
c) This Warrant is in complete satisfaction of all obligations of the
Company to issue Warrants to the initial grantee of this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by one of
its officers thereunto duly authorized.
DATED AS OF: OCTOBER 9, 1999
CHARTWELL INTERNATIONAL, INC.
a Nevada corporation
/s/ Janice A. Jones
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Dr. Janice A. Jones
Chief Executive Officer
