EXHIBIT 6.8
SECURITIES SUBSCRIPTION AGREEMENT
TO: SWEETBRIER CORPORATION
000 - 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
AND TO: THE DIRECTORS THEREOF
1. I, the undersigned, hereby offer to subscribe for 1,000 shares in the
capital stock of SWEETBRIER CORPORATION (the "Company"), a Nevada non-reporting
company, at and for the price of US $0.01 per share, and enclose herewith the
sum of US 10.00 in full payment of the aggregate subscription price for such
shares, in the event this offer is accepted by the Company. The Securities
Subscription Agreement (the "Offering") is being conducted in reliance upon the
exemption from registration requirements of the Securities Act of 1933 (the Act)
set forth in Rule 504 of Regulation D promulgated under the Act.
2. I hereby represent and warrant that:
(a) I am a close personal friend, relative or business associate (circle
category) of XXXXXX KRUSHINISKY, a director and, senior officer of the
Company;
(b) I am either:
(i) a resident of Canada, the United States of America or
_______________ (circle category or complete blank), or
(ii) a private corporation incorporated in the jurisdiction of
_____________ and resident of ___________________.
(c) my offer to subscribe for shares in the Company as herein set out is
unconditional, irrevocable and non-transferable and has not been
induced by any warranties or representations with regard to the
present or future value of the Company's shares.
(d) I am aware and have been advised that my subscription monies represent
"seed" or "risk" capital for the Company, that the Company is in a
promotional and speculative stage of development, that there is no
market whatsoever for the securities of the Company and that the
Company is without substantial assets.
I have had the opportunity to ask and receive answers to any and all
questions I have with respects to the Company, it future plans,
management and current financial conditions. I acknowledge that the
Company is newly organized, does not have an operating history, will
likely require additional capital to complete its business plan and
that there is no assurance that the Company can obtain additional
capital and successfully complete its future plans;
(e) I am aware that the shares of the Company may be issued to acquire
land and shares may be issued to directors, insiders and others at
prices per share less than the subscription price herein;
2
(f) I am aware that if I am resident in a jurisdiction other than the
State of Nevada, any shares issued to me upon acceptance of my
subscription may be subject to restrictions on resale imposed under
the laws of such jurisdiction;
(g) the Company is non-reporting company and a private issuer under Nevada
laws and the shares to be issued to me upon acceptance of this
subscription will be issued as an exempt trade, based upon the
relationship set out in subparagraph (a) above, and no securities
filings or clearances or reviews have been or are being made in
connection with such trade.
(h) I am an accredited investor and have such knowledge and expertise in
financial and business matters that I am capable of evaluating the
merits and risks involved in an investment in Shares and acknowledge
that an investment in the Shares entails a number of very significant
risks and I am able to withstand the total loss of my investment. I
acknowledge that the Company has recommended that I obtain independent
legal and financial advise prior to subscribing, including but not
limited to advise as to the legality of any resale of the Shares as
well as the suitability of the investment for me.
(i) I understand that the Shares are being offered and sold to me in
reliance on specific exemptions for the registration requirements of
the United States Federal and State securities laws and that the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgment and understanding of myself set
forth herein in order to determine the applicability of such
exemptions and suitability of myself to acquire the Shares, and I
acknowledge that it is my responsibility to satisfy myself as to the
full observance by this Offering and the sale of the Shares to me of
the laws of the jurisdiction outside the United States and I have done
so.
(j) I have full power and authority to execute and deliver this Offering
and to perform its obli8gations thereunder; and this Offering is a
legally binding obligation of myself enforceable against me in
accordance with its terms; and
(k) I understand that in view of the SEC the statutory basis for the
exemption claimed for the transaction would be present if the
Offering, although in technical compliance with Regulation D, is part
of a plan or scheme to evade the registration provisions of the 1933
Act and I confirm that the purchase is not part of such plan or
scheme. I have no present intention to sell the Shares.
3. I hereby agree that:
(a) the funds advanced by me hereunder will immediately be used by the
Company for general corporate purposes and will be characterized as a
non-interest bearing, non-callable loan by me to the Company until
acceptance or rejection of this subscription by the directors of the
Company, and such deposit and use shall not deemed an allotment of
shares nor an acceptance of this subscription, nor shall there be
deemed to be any trust conditions whatsoever imposed upon such money;
(b) this subscription constitutes an irrevocable offer by me for the
shares described in paragraph 1 hereof, at the price, on the terms and
subject to the conditions herein set out;
(c) the offer constituted hereby shall be deemed to have been accepted by
the Company upon notice to me by the directors of the Company of the
allotment and issuance of the shares subscribed for herein;
(d) this subscription need not be considered for acceptance and shares
subscribed for herein need not be allotted and issued until the
Company has received subscriptions for the total number of shares as
the directors in their sole discretion deem sufficient for the
Company's needs, and
3
(e) I understand and agree that any shares issued to me may be subject to
the requirement that they be delivered into a pool with a recognized
trust company in connection with any public distribution of the
Company
4. I hereby irrevocably appoint the President of the Company, or failing him
the Secretary of the Company in office from time to time, as attorney-in-fact
for me and authorize him as such to make and sign on my behalf and to deliver;
(a) any and all pooling agreements and other documents which such attorney
sees fit in his discretion to give on my behalf in connection with any
distribution to the public of securities of the Company, on such terms
and subject to such conditions as such attorney shall in his
discretion deem fit or advisable; and
(b) any and all resolutions of members, as may be deemed desirable by the
directors of the Company to provide for any changes in the Company's
constating documents or by-laws necessary to enable the Company to
offer its shares to the public.
5. The foregoing appointment shall remain effective until such time as the
Company becomes a reporting company. I acknowledge that the ability of the
Company to become a reporting company with its shares listed for trading on a
recognized exchange is dependent on factors beyond the Company's control, which
factors include the requirements of regulatory authorities having jurisdiction,
the success of the Company's business endeavours and the general state of the
capital markets from time to time, and no representation is made that the
Company will ever become a reporting company or that its shares will become
listed for trading on a recognized stock exchange. I confirm that neither the
Company nor any director of the Company has made to me or makes herein any
representation about the present or future value of the Company's shares, and
making this offer, I have relied solely on the representations directly set out
herein.
6. I hereby direct that, upon acceptance of this offer by the Company, the
shares to be issued in my name at the address provided below and that, instead
of delivering certificates for such shares to me, the Company is directed to
issue certificates and hold them at its registered and records office, or, in
the discretion of the directors, to wait until a distribution to the public of
its shares is completed and then to issue a treasury order for such shares to
its registrar and transfer agent, directing delivery of such certificates at
such time to me or as is provided in any pooling agreement to which I am
subject.
7. Notwithstanding anything contained herein:
(a) the directors may determine, at their sole discretion, that it is not
in the best interests of the Company to become a reporting company but
remain a non-reporting company; and
(b) the directors may deliver the certificates representing the shares
subscribed to the Subscriber (the "Certificate") at any time.
8. The share subscription constitutes the entire agreement between the
undersigned and the Company, and there are no other agreements, warranties,
representations, conditions or covenants, written or oral, express or implied,
in respect of, or which affect, the transactions herein contemplated, and this
shares subscription supersedes and supplants any previous dealings whatsoever
between the undersigned and the Company in respect of the said transactions.
9. This Offering will be construed and enforced in accordance with an governed
by the laws of the State of Nevada without reference to principles of conflict
of law. Each of the parties consents to the exclusive jurisdiction of the
federal courts whose district encompasses any part of the State of Nevada or the
state courts of the State of Nevada in connection with nay dispute arising under
this Offering and hereby waives, to the maximum extent permitted by law, any
objections, including any objection based on forum nor conveniens, to the bring
of any such proceeding in such jurisdiction. Each party hereby agrees that if
another party to this Offering obtains a judgment against it in such a
proceeding, the party which obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the
4
party against whom such judgment was obtained, and each party hereby waives any
defenses available to it under local law and agrees to the enforcement of such a
judgment. Each party to this Offering irrevocably contents to the service of
process in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to such party at its address set forth herein.
Nothing herein shall affect the right of any party to service process in any
other manner permitted by law.
I will update my address as may be required from time to time by notice in
writing to the Company.
DATED:
----------------------
WITNESS: )
) ------------------------------
) SIGNATURE OF SUBSCRIBER
---------------------------------- )
(Signature) )
)
) ------------------------------
---------------------------------- ) NAME (PLEASE PRINT) (IF SIGNING
(Address) ) FOR A COMPANY, SPECIFY OFFICE HELD)
)
)
---------------------------------- ) ------------------------------
)
)
) ------------------------------
Receipt is hereby acknowledged of the amount first written in connection with
and on the terms and subject to the conditions set out in this share
subscriptions:
DATED: SWEETBRIER CORPORATION
----------------------
Per: C/S
--------------------
Authorized Signatory
(TO BE COMPLETED IN DUPLICATE, ONE COPY TO SUBSCRIBER, ONE COPY FOR COMPANY)
