Note Purchase
Agreement
The subscription document you execute to complete your investment in Solomon's Palace & Chateaus, Inc. Review the full agreement and understand every provision before signing.
What Is the Note
Purchase Agreement?
The Note Purchase Agreement is the binding subscription contract between you — the investor — and Solomon's Palace & Chateaus, Inc. It is the document you sign to formally complete your investment and receive your Series A Secured Convertible Promissory Note.
Unlike the Private Placement Memorandum, which describes the offering, or the Promissory Note, which is the debt instrument itself, the Purchase Agreement is the transaction document — it records the specific terms of your individual investment, your representations as an accredited investor, and the mutual obligations between you and the Company.
Once executed and funded, the Purchase Agreement and your Promissory Note together form the complete legal record of your investment in Solomon's Palace & Chateaus, Inc.
You should review this document carefully alongside the full PPM and consult your own legal and financial advisors before signing.
What the Agreement Covers
Records the specific dollar amount of your investment, confirms the Company's agreement to issue your Note at the agreed terms, and establishes the closing mechanics — when and how your funds are received and your Note is delivered.
Your formal legal representations to the Company — that you are an accredited investor, that you have reviewed the PPM, that you understand the risks, that you are acquiring the Note for your own account, and that you are not acting as an underwriter or broker.
The Company's representations to you — that it is duly organized and in good standing, that it has the authority to issue the Notes, that the offering complies with Regulation D, and that the Note you receive is legally valid and binding.
Confirms your status as a verified accredited investor under SEC Rule 501(a) as required for Regulation D Rule 506(c) offerings. You will be required to provide supporting documentation before the Company countersigns the Agreement.
The Purchase Agreement incorporates the Promissory Note and the PPM by reference — the interest rate, term, conversion rights, security interest, prepayment restrictions, and all other material terms of your Note are part of this Agreement.
Confirms that the Notes you are purchasing are restricted securities — they may not be resold or transferred without registration under the Securities Act of 1933 or a valid exemption. There is no secondary market for these instruments.
Sets out how disputes between the investor and the Company are resolved, the governing law of the Agreement (State of Nevada), and the agreed venue for any legal proceedings arising from the investment.
The Agreement may be executed in counterparts — meaning you and the Company can each sign separately, with both signatures together forming one binding agreement. Electronic signatures are accepted as valid under applicable law.
What You Confirm
When You Sign
By executing the Note Purchase Agreement, you are making the following material representations and warranties to the Company. Read each carefully.
You meet the definition of an accredited investor under SEC Rule 501(a) — whether by net worth (exceeding $1,000,000 excluding primary residence), annual income ($200,000 individual / $300,000 joint for the past two years with expectation of the same), or another qualifying category. You will provide verification documentation as required.
You have received, read, and understood the complete Private Placement Memorandum, including all Risk Factors. You have had the opportunity to ask questions and receive answers from the Company prior to investing.
You understand that this is a speculative investment involving a high degree of risk, including the possible loss of your entire investment. You have the financial sophistication to evaluate these risks and the financial ability to bear them.
You are acquiring the Note solely for your own investment account, not on behalf of any other person and not with a view to resale or distribution. You are not an underwriter, broker-dealer, or placement agent for this offering.
You understand that there is no public or secondary market for these Notes, that they are restricted securities, and that you may be required to hold your investment for the full 48-month term or longer. Your investment is not suitable if you require liquidity.
You have had the opportunity to consult with your own legal counsel, financial advisor, and tax advisor before executing this Agreement. You are not relying solely on the Company or its representatives for legal, financial, or tax guidance.
You acknowledge receipt and review of the required disclosure under SEC Rule 506(e) regarding Barry Michaels, Founder and CEO, as set forth in the PPM. This disclosure does not affect the validity or enforceability of the Agreement or the Notes.
Who Qualifies as an
Accredited Investor
Under SEC Rule 501(a), you may qualify as an accredited investor under one or more of the following categories. All investors must be verified before the Agreement is countersigned by the Company.
Net Worth Test
Individual or joint net worth exceeding $1,000,000, excluding the value of your primary residence. Both assets and liabilities are considered in this calculation.
Income Test — Individual
Individual income exceeding $200,000 in each of the two most recent calendar years, with a reasonable expectation of reaching the same income level in the current year.
Income Test — Joint
Joint income with a spouse or spousal equivalent exceeding $300,000 in each of the two most recent years, with a reasonable expectation of reaching the same level in the current year.
Professional Certification
Holders of certain FINRA licenses in good standing — including Series 7, Series 65, and Series 82 — qualify as accredited investors regardless of income or net worth.
Entity Investors
Certain entities qualify — including trusts with assets exceeding $5,000,000, corporations and LLCs with assets exceeding $5,000,000, and entities where all equity owners are themselves accredited investors.
Knowledgeable Employees
Knowledgeable employees of the Company — including executive officers, directors, trustees, general partners, and certain advisory board members — may qualify under a separate category.
ⓘ This summary is provided for informational purposes only and does not constitute legal advice. Consult your legal advisor to confirm your accreditation status before executing the Agreement.
How to Complete
Your Investment
Read the complete Private Placement Memorandum, the Promissory Note, and this Purchase Agreement in full. Consult your legal, financial, and tax advisors before proceeding.
Contact Solomon's Palace & Chateaus, Inc. at invest@solomonspalaceandchateaus.com to express your intent to invest and receive a personalized subscription package.
Provide the documentation required to verify your accredited investor status under SEC Rule 501(a). The Company will verify before countersigning the Agreement.
Sign and return the completed Note Purchase Agreement. Electronic signatures are accepted. The Company will countersign upon verification of your accreditation status.
Wire your investment amount per the funding instructions provided by the Company. Your Note is issued upon receipt and confirmation of your funds.
You receive your executed Promissory Note confirming your investment. Phase 1 Founding Investors also receive their Founding Investor Certificate and Register placement at closing.
Note Purchase Agreement
Solomon's Palace & Chateaus, Inc. · Series A · Confidential · Accredited Investors Only
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This document is intended solely for accredited investors as defined under SEC Regulation D Rule 506(c). Review the complete PPM and consult your legal and financial advisors before signing.
Complete Your Review of the
Investment Package
Ready to Execute Your Agreement?
Contact us to receive your personalized subscription package and begin the accreditation verification process. Phase 1 closes at $5,000,000.
This page is for informational purposes only and does not constitute an offer to sell or a solicitation to buy securities. This offering is made exclusively to verified accredited investors under Regulation D, Rule 506(c) of the Securities Act of 1933. These securities have not been registered under the Securities Act of 1933 or any state securities laws. The Notes described herein are restricted securities — there is no public or secondary market for these instruments. Investors should assume they may be required to hold their investment for the full 48-month term or longer. All investors should carefully review the complete Private Placement Memorandum, including all Risk Factors, and consult their own legal, financial, and tax advisors before executing any document or making any investment. As disclosed in the PPM, on May 6, 1998, Barry Michaels, Founder and CEO, pleaded guilty to one count of securities fraud and one count of subscribing to a false tax return. Full details are set forth in the PPM. Copyright © 2026 Solomon's Palace and Chateaus, Inc. All Rights Reserved. · CONFIDENTIAL — For Accredited Investors Only