form10qsb093007a_ex4-2.htm


    
      

      

    

    Exhibit
      4.2   Form of Subscription Agreement for 2007 Rule 506 Private
      Placement

    


    


    


    PART
      C:  SUBSCRIPTION AGREEMENT & INVESTOR
      QUESTIONNAIRE

    


    By
      signing this Subscription Agreement and Purchaser Questionnaire (the
“Subscription Agreement”), I, the undersigned subscriber, (hereinafter referred
      to as “I”, “me”, “Investor” or “Subscriber”) hereby unconditionally subscribe
      for the Shares of CHDT Corp., a Florida corporation, in the number set forth
      below:

    


    SUBSCRIPTION
      AGREEMENT

    Dated
      _________, 2007

    


    This
      Subscription Agreement (“Agreement” or “Subscription”) for Shares in the Company
      is being made in accordance with this Private Placement Memorandum of the
      Company, dated _________, 2007, and consisting of the foregoing summary of
      the
      Offering, this Subscription Agreement and the attached Information Statement
      with attached and incorporated by reference documents (collectively, the
“Private Placement Memorandum”). YOU MAY WITHDRAW YOUR SUBSCRIPTION AND
      INVESTMENT WITHIN  THREE (3) DAYS AFTER RECEIPT BY THE COMPANY – WITH
      OR WITHOUT REASON – AND YOU MAY DO SO WITHOUT ANY LIABILITY TO
      YOU.  AFTER THE THREE (3) DAYS PERIOD, THE COMPANY MAY RECEIVE THE
      FUNDS OF YOUR INVESTMENT IF ALL OTHER CONDITIONS OF THE OFFERING ARE
      MET.

    


    Acknowledgment
      and Agreement

    


    I,
      the
      undersigned subscriber (hereinafter referred to as “I”, “me”, “my”, “mine”, or
“Subscriber”)  hereby acknowledge and agree, for the specific benefit
      and reliance of the Company and its organizers, members, managers and
      controlling persons, as follows:

    


    The
      Shares have not been registered under the Securities Act of 1933, as amended
      (the “Act”) or any state, including New York State, securities
      laws.  The Shares have not been qualified or registered with the
      office of the Attorney General of New York State or any other state securities
      agency.  The Shares may not be transferred unless registered under the
      Act or qualified with the securities regulatory agency of any state, which
      has
      jurisdiction over any such transfer unless an exemption from such registration
      or qualification is available. Transfer of the Shares is further restricted
      by
      this Agreement. I shall hold harmless the Company and its officers, directors,
      employees, “affiliates” (as defined in SEC rules) and controlling persons
      against loss or liability arising from the disposition, in violation of this
      Agreement, of the Shares subscribed for by this Agreement.

    


    INVESTOR
      SUITABILITY: You must be an “accredited investor” as defined in Rule
      501(a) of Regulation D of the Securities Act of 1933, as amended, to subscribe
      for Shares under this Offering. An “accredited investor” is an investor who is
      able to check either box A, B or C under Section 2 below.

    


    An
      investment in the Shares of the Company involves significant risk, including
      those set forth in this Private Placement Memorandum;

     

     

    
      
         

      

      
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    The
      “Shares” are “restricted securities” (as defined in Rule 144 of the Securities
      Act of 1933, as amended) and may not be sold, encumbered, pledged, transferred
      or otherwise disposed without registration of the Shares under the Securities
      Act of 1933, as amended, and applicable state securities laws, or qualification
      for an exemption under federal securities laws and applicable New York State
      securities laws, and without a legal opinion satisfactory to the Company and
      opining that the Shares may be sold, encumbered, pledged, transferred or
      otherwise disposed without registration of the Shares under the Securities
      Act
      of 1933, as amended, and applicable state securities laws.

    


    Legends
      shall be placed on any certificates, which evidence the restrictions
      under

    federal
      and state securities laws and rules on the sale, transfer, encumbering or other
      disposition of the Shares; I had the opportunity to ask questions of and receive
      answers from the Company and its organizers about the offering, as I deemed
      necessary, to evaluate the merits and risks of an investment in the
      Company.

    


    I,
      or my
      purchaser representative, if any, received answers to our questions to our
      full
      satisfaction and obtained such additional information as we
      requested.  I consulted with investment, accounting, legal, and/or tax
      advisors, as I deemed appropriate and necessary, to make a decision to invest
      in
      the Company.

    


    Neither
      the Company, nor any of its organizers, members, managers or controlling persons
      has made any representations or warranties, oral, written or otherwise,
      concerning the Company or the offering, other than those contained in the
      Private Placement Memorandum.  In subscribing for the Shares, I am not
      relying on any information, other than the results of my own or my purchaser
      representative’s independent review of the Private Placement Memorandum of the
      Company and the Private Placement Memorandum and the exhibits thereto, the
      Operating Agreement, and any other written information provided by the Company
      to me or my purchaser’s representative at either my request or the request of my
      purchaser’s representative.

    


    Section
      1. Subscription and Payment for Shares.

    


    I
      hereby
      subscribe for ___________________________ (_______) Shares, at
      ______________________________________________________________Dollars and
      ________ Cents ($_____________________) per Share.  I enclose full
      payment of __________________________ Dollars ($_________) for such Shares
      by
      check or wire transfer made payable to “Paul W. Richter, Attorney,  In
      Trust for CHDT PPM 4/2007.”

    


    You
      must
      subscribe for and purchase at least Twenty Five Thousand Dollars and No Cents
      ($25,000) of Shares based on a purchase price of $0.017 per Share. A subscriber
      may subscribe for the entire offering amount of Five Hundred Thousand Dollars
      and No Cents ($500,000) of Shares based on the same purchase
      price.   The purchase price for the Shares is $0.017 per Share
      (“purchase price”), which is discounted from the closing Bid price of the Shares
      on the Over-the-Counter Bulletin Board or “OTCBB”
of  $0.02.

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    Section
      2.  Representations and Warranties Regarding Personal
      Information

    


    The
      information set forth below is being furnished to the Company in order for
      the
      Company to determine whether you are qualified to purchase the Shares in light
      of the requirements of Section 4(2) of the Securities Act of 1933, as amended,
      and Rule 506 of Regulation D under the Securities Act of 1933, as
      amended.  You and your personal or investment representative agree
      that you have the knowledge and experience in financial and business affairs
      such that you are capable of evaluating the merits and risks of the proposed
      investment of the Shares.  You and your personal or investment
      representative agree and understand that the Company will rely on your
      representations in this Agreement to determine and verify compliance of the
      Offering with Section 4(2) of the Securities Act of 1933, as amended, and Rule
      506 of Regulation D under the Securities Act of 1933, as amended.  New
      York State securities laws do not require the registration or exemption from
      registration of Rule 506 offerings of securities. ‘

    


    As
      an
      inducement to the Company to sell the Shares subscribed for in this Agreement
      to
      me, and for the reliance of the Company and its organizers, members, angers,
      and
      controlling persons, I hereby represent and warrant to the Company and its
      organizers, members, managers, and controlling persons, the facts set forth
      below:

    


    I
      am over
      twenty-one (21) years old and legally competent to execute this Subscription
      Agreement;

    


    I
      have
      received and carefully read a copy of the Private Placement Memorandum of the
      Company, dated June 18, 2007, and I understand the contents of said Private
      Placement Memorandum;

    


    My
      state
      of residence for the last three (3) years has been New York State
      or;

    


    My
      primary and official residence for New York State law purposes is residence
      address is:
      _____________________________________________________________________________;

    


    The
      state
      in which my spouse, if any, and I are registered to vote is New York
      State;

    


    My
      driver’s license, if I have one, is a New York State driver’s
      license;

    


    I
      do not
      intend to change my residence at this time;

    


    I
      am
      purchasing the Shares for my own account, for investment only, and not with
      a
      view to or for sale in connection with any distribution of the
      Shares;

    


    I
      understand the fundamental risks in investing in the Shares (e.g., the lack
      of
      liquidity, various conflicts of interest, and the tax consequences) as well
      as
      all of the risks described in the Private Placement Memorandum of the Company
      and the Private Placement Memorandum;

    


    I
      can
      bear the economic risk of the complete loss of this investment;

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    I
      either
      have a preexisting personal or business relationship with the Company, or its
      organizers, members, managers, or controlling persons, or with an affiliate
      of
      the Company or such affiliates’ organizers, members, managers or controlling
      persons, or by reason of my business or financial experience or the business
      or
      financial experience of my professional advisors who are unaffiliated with
      and
      who are not compensated by the Company or the organizers, members, managers,
      controlling persons, affiliates or selling agents, directly or indirectly,
      can
      be reasonably assumed to have the capacity to protect my own interests in
      connection with the transaction;

    


    As
      of the
      date of this Subscription Agreement, I, directly or indirectly, have an interest
      in the following investments that are or will be in competition with the
      services offered by the Company:

    


    The
      investment I am making in the Shares does not exceed twenty percent (20%) of
      my
      net worth;

    


    My
      Social
      Security Number/EIN
      is:  ________________________________.

    


    My
      educational background is:
      _____________________________________  ______________________________________________________________________;

    


    My
      occupation is _______________________________________________________
      ;

    


    I
      have
      worked in this occupation for ____ years; If I have worked in this occupation
      for less than five (5) years, my prior occupation or profession
      was:_________________________;

    


    Please
      check one or more of the following boxes, as appropriate:

    


    A.
      [__] My individual annual gross
      income for each of the two (2) most recent calendar years was in excess of
      Two
      Hundred Thousand Dollars ($200,000) and I reasonably expect to receive an annual
      gross income in excess of Two Hundred Thousand Dollars ($200,000) in this
      current calendar year;

    


    B.  [__]
      My joint annual
      gross income together with my spouse for each of the two (2) most recent
      calendar years was in excess of Three Hundred Thousand Dollars ($300,000) and
      I
      reasonably expect to receive a joint annual gross income together with my spouse
      in excess of Three Hundred Thousand Dollars ($300,000) in this current calendar
      year;

    


    C.   [__]  I
      have a current net worth (either alone or jointly with my spouse) in excess
      of
      One Million Dollars ($1,000,000); or

    


    [__]  None
      of the
      above.

     

     

    
      
         

      

      
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    Section
      3.  Indemnity:

    


    I
      agree
      to indemnify, defend and hold harmless the Company, and its organizers,
      officers, directors, “affiliates” (as defined by SEC rules), agents, attorneys
      and representatives from and against any and all losses, claims, demands,
      liabilities and expenses, including reasonable attorneys’ fees, paraprofessional
      fees, and related costs at all levels of trial and appeal, to which the Company,
      and its organizers, members, managers or controlling persons may become subject
      or incur, arising out of or based upon any untrue statement or misrepresentation
      or alleged untrue statement or misrepresentation contained in this Agreement,
      or
      the omission or alleged omission to state herein a fact required to be stated
      herein or necessary to make the statements herein not misleading.

    


    Section
      4.   Miscellaneous

    


    The
      laws
      of the State of  New York shall govern the validity of this
      Subscription Agreement, the construction of its terms, and the interpretation
      of
      the rights and duties of the parties hereto.

    


    This
      Subscription Agreement shall be binding upon the parties hereto and their
      respective heirs, executors, administrators, legal representatives, successors
      and assigns.

    


    If
      any
      action at law or in equity is brought to enforce or interpret the terms of
      this
      Subscription Agreement, the prevailing party shall be entitled to reasonable
      attorney’s, paraprofessional’s and accounting fees and costs, including at all
      levels of trial and appeal, in addition to any other relief to which such party
      may be entitled.

    


    This
      Agreement may not be assigned by either party hereto. This Agreement is subject
      to rejection by the Company without explanation and for any reason or without
      reason.

    


    I
      understand that this PPM was prepared by Company’s legal counsel, PW Richter,
      PLC, and that the legal counsel relied upon the Company and its management
      for
      the accuracy of all information contained herein. As such, I hereby hold PW
      Richter, Plc and its members and lawyers harmless from any and all claims,
      causes of action, judgments, damages, losses of any kind whatsoever and all
      other liabilities whatsoever that result from or are based upon my investment
      in
      the Shares, any statement or representation made in the PPM or otherwise by
      the
      Company.  PW Richter, Plc does not warrant or verify any information
      or representations in this PPM. I also understand and agree  that Paul
      Richter, a Member of PW Richter, plc, shall serve as the Escrow
      Agent.

     

     

    
      
         

      

      
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    Certification

    


    I
      understand that the Company will rely on my responses to  the
      foregoing questions and you hereby represent to the Company that:

    


    (1)
      The answers to the above questions
      are complete and correct and may be relied upon by the Company in determining
      whether your subscription and purchase of Shares complies with Section 4(2)
      of
      the Securities Act of 1933, as amended, and Rule 506 of Regulation D under
      the
      Securities Act of 1933, as amended, and a similar exemption under Virginia
      securities laws and regulations;

    


    (2)   I
      will notify the
      Company of any material changes in any statement or response that I have made
      above or herein prior to the closing of the purchase of the Shares;
      and

    


    (3)   I
      have sufficient knowledge and experience in business and financial matters
      to
      evaluate the merits and risks of an investment in the Shares and I am without
      doubt able to bear the economic risk of the loss of my entire investment in
      the
      Shares, which loss shall not affect my ability to fully and timely pay those
      debts and obligations that essential to the maintenance and support of my
      residence and dependents.

    


    Executed
      at __________________________________________________,

     New
      York, this  _________day of  June 2007.

    


    FOR
      NATURAL PERSON:

    


    Signature:_________________________________________________

    


    ____________________________________

    Printed
      Full Legal Name

    


    


    FOR
      BUSINESS ASSOCIATION

    


    


    Name
      of
      Entity:________________________________________________

    


    By:
      _____________________________________________________________

    


    Name/Title:____________________________________________________

    


    


    SEAL

     

     

    
      
         

      

      
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    CERTIFICATE
      OF SPOUSE

    


    (To
      be completed if Subscriber is a married natural person)

    


    I
      certify
      that:

    


    1.           I
      am the spouse of the person who signed the foregoing Subscription Agreement
      (the
“Subscription Agreement”) relating to an investment in shares of CHDT Corp.,
      formerly “China Direct Trading Corporation”, a Florida corporation with its
      Common Stock quoted on the OTC Bulletin Board under the Symbol “CHDT.OB” (the
“Company”).

    


    2.           I
      have read and approve and agree to be bound by the provisions of that certain
      Private Placement Memorandum of the Company dated as of June 18, 2007, as well
      as all documents and exhibits attached thereto, including this Subscription
      Agreement.

    


    3.  I
      am
      aware that, by their provisions, the Private Placement Memorandum of the Company
      and all documents and exhibits attached thereto, including this Subscription
      Agreement, may apply to any community property interest, if any,  that
      I may have in the Company, and I agree to be bound by and accept those
      provisions of the Private Placement Memorandum and all documents and exhibits
      attached thereto, including this Subscription Agreement.

    


    


    


    Executed
      on _____ day of _________________________ 2007,  at
      ____________________

    ______________________________
      (City or County _________________________________

    in),_____________________________(State).

    


    Signature
      of
      Spouse:_____________________________

    


    Type
      or Print Name of
      Spouse:_____________________________

    


    


    


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