EXHIBIT 3
SUBSCRIPTION AGREEMENT
Camelot Corporation
Xxxxxx, XX 00000
Gentlemen;
Xxxxxx Xxxxxxxxx ("Xxxxxxxxx") hereby tenders this subscription to you and
applies for the purchase of 43,000,000 common shares ("Shares") of Camelot
Corporation ("Company") for a total price of $28,752, and hereby agrees to pay
for such Shares in accordance with the terms of this Subscription Agreement (the
"Agreement").
Wettreich understands:
(i) that closing of this Agreement shall be with the execution hereof
by Wettreich, at which time payment, in the terms stated below, by Wettreich for
said shares subscribed is to be paid to Company;
(ii) that in the event this Agreement is rejected by the Company, the
payment made by Wettreich shall be returned to Wettreich with the notice of such
rejection;
(iii) that in the event this Agreement has not been accepted, the
payment made by Wettreich will promptly be returned by the Company to Wettreich
without interest and without further obligation; (iv) that an investment in the
Company is not liquid, not easily transferable or disposed of, and Wettreich
acknowledges that Wettreich has no need for liquidity in this investment.
Wettreich hereby represents and warrants to you as follows:
1. The Company, has made all documents pertaining to this investment
available to Wettreich and, if Wettreich so requested to Wettreich's attorney,
accountant and/or investment representative(s). Wettreich acknowledges that all
information made available to Wettreich in connection with Wettreich's analysis
and purchase of the Shares is, and shall remain, confidential in all respects
and may not be reproduced, distributed or used for any other purpose without the
prior written consent of the Company (except for any publicly filed documents).
2. Wettreich has had access to the extent it deems necessary to the books
and records of the Company sufficient to permit it to evaluate the business of
the Company and thereby evaluate the merits and risks associated with the
purchase of the Company's Shares herein described.
3. Wettreich has had the opportunity to obtain information, about the
Company to as Wettreich deemed necessary to verify the accuracy of the
information referred to hereinabove.
4. Wettreich was not solicited by any form of general solicitation or
general advertising, including, but not limited to the following:
(a) any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over
television or radio; and
(b) any seminar or meeting whose attendees had been invited by any
general solicitation or general advertising.
5. Wettreich will not transfer or assign this subscription or any interest
therein and agrees that if this subscription is accepted by the Company, the
assignment and transferability of the Shares purchased by Wettreich will be
governed by the Agreement and all applicable laws.
Wettreich acknowledges and is aware of the following:
6. This subscription may be accepted or rejected, in whole or in part, by
the Company in its sole and absolute discretion.
7. The Company has made no assurances whatsoever as to the value of the
Shares nor has the Company or any other officer or director of the Company made
any representations or promises to Wettreich regarding any potential
appreciation in value of the Shares. Wettreich has significant knowledge and
experience in business and financial matters and has the ability to evaluate the
risks of this speculative investment;
9. Wettreich understands that it is acquiring unregistered Shares of the
Company and Wettreich will only resell said Shares in full compliance with
appropriate laws,
10. Wettreich has been advised to consult with his own attorney regarding
Legal matters concerning the Corpomdon and to consult with its tax advisor
regarding the tax consequences of acquiring the Shares
11. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Colorado and has all requisite
corporate power and authority to own and operate its properties and assets and
to carry on its business as currently conducted. The Company is not default or
violation of any material terms or provision of its Certificate of
Incorporation, as amended, or By-Laws nor will the consummation of the
transaction contemplated by this Agreement result in any such default or
violation. The Corporation has all requisite corporate power and authority to
enter into this Agreement to sell the Shares hereunder and to carry out and
perform its obligations under the terms of this Agreement. This Agreement is a
valid and binding obligation of the Corporation, enforceable in accordance with
its terms.
12.The Shares hereby subscribed will b acquired for Wettreich's own account
and not for resale or distribution
15.Wettreich agrees to pay for the Shares, and the Corporation agrees to
accept payment for the Shares, by the cancellation of that certain indebtedness
in the amount of $28,752 owed to Wettreich by the Corporation, and Wettreich
hereby agrees that the issuance of the Shares is in full and final settlement of
the $28,752 indebtedness.
WHEREFORE, IN CONSIDERATION of the foregoing covenants and representations,
Wettreich hereby submit this subscription for the above-referenced number of
shares for the Company's consideration:
Executed as of November 28,2006
XXXXXX XXXXXXXXX
/s/ Xxxxxx Xxxxxxxxx
-------------------------------------- -------------------------------
--------------------------------------
--------------------------------------
Terms accepted as of November 28,2006
CAMELOT CORPORATION
/s/ Xxxxxx Xxxxxxxxx
---------------------------
Xxxxxx Xxxxxxxxx, President
