EXHIBIT 6.7
SECURITIES SUBSCRIPTION AGREEMENT
Gentlemen:
1. SWEETBRIER CORPORATION, a Nevada corporation (the "Company"), has offered
for sale and the undersigned purchaser (the "Purchaser") hereby tenders
this subscription and applies for the purchase of the number of shares of
Common Stock (the "Common Stock" or the "Shares") of the Company, at the
purchase price per Share set forth on the last page of this Subscription
Agreement (the "Offering"). Together with this Subscription Agreement, the
Purchaser is delivering to the Company the full amount of the purchase
price for the Shares in respect of which it is subscribing. 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. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In order to induce the
Company to accept this subscription, the Purchaser hereby represents and
warrants to, and covenants with, the Company as follows:
A. The Purchaser is purchasing the Common Shares for its own account for
investment purposes and not with a view towards distribution and has
no present arrangement or intention to sell the Common Shares.
B. The Purchaser acknowledges and agrees that the Common Shares have not
been registered under the Act and may not be offered or sold in the
United States or to U.S. Persons unless the Shares are registered
under the Act or an exemption from the Registration requirements of
the Act is available;
C. The Purchaser is not an officer, director or "affiliate" (as the term
is defined in Rule 403 under the Act) of the Company;
D. The Purchaser is purchasing the Shares for its own account and the
Purchaser is qualified to purchase the Shares under the laws of Niue,
and the offer and sale of the Shares will not violate the securities
or other laws of such jurisdiction;
E. All invitations, offers and sales of or in respect of any of the
Shares by the Purchaser, and any distribution by the Purchaser of any
documents relating to the offer by it of any of the Shares, will be in
compliance with applicable laws and regulations and will be made in
such a manner that no prospectus need be filed and no other filing
need be made by the Company with any regulatory authority or stock
exchange in any country or any political subdivision of any country;
F. The Purchaser has had the opportunity to ask and receive answers to
any and all questions the Purchaser had with respect to the Company,
its Management and current financial condition. The Purchaser
acknowledges 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 or successfully complete its objectives;
G. The Purchaser is an accredited investor and has such knowledge and
expertise in financial and business matters that the Purchaser is
capable of evaluating the merits and risks involved in an investment
in the Common Shares and acknowledges that an investment in the Common
Shares entails a number of very significant risks and the Purchaser is
able to withstand the total loss of its investment. The Purchaser
acknowledges that the Company has recommended that each Purchaser
obtain independent legal and financial advice prior to subscribing,
including but not limited to advice as to the legality of any resale
of the Shares as well as the suitability of the investment for the
Purchaser;
H. Except as set forth in this Agreement, no representations or
warranties have been made to the Purchaser by the Company or any
agent, employee or affiliate of the Company and in entering into this
transaction the Purchaser is not relying upon any information, other
than that contained in this Agreement and the results of independent
investigation by the Purchaser;
I. The Purchaser understands that the Common Stock is being offered and
sold to it in reliance on specific exemptions from 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, acknowledgments and
understandings of the Purchaser set forth herein in order to determine
the applicability of such exemptions and the suitability of the
Purchaser to acquire the Common Shares, and the Purchaser acknowledges
that it is the Purchaser's responsibility to satisfy itself as to the
full observance by this Offering and sale of the Common Stock of the
laws of any jurisdiction outside of the United States and the
Purchaser has done so;
J. The Purchaser has full power and authority to execute and deliver this
Agreement and to perform its obligations thereunder; and this
Agreement is a legally binding obligation of the Purchaser enforceable
against the Purchaser in accordance with its terms; and
K. The Purchaser understands that in the view of the SEC the statutory
basis for the exemption claimed for the transaction would not be
present if the Offering, although in technical compliance with
Regulation D, is part of a plan or scheme to evade registration
provisions of the 1933 Act and Purchaser confirms that its purchase is
not part of any such plan or scheme. The Purchaser has no present
intention to sell the Common Stock.
3. REPRESENTATIONS OF THE COMPANY. The Company represents and warrants:
A. The Company is newly organized under the laws of the State of Nevada
and is in full compliance, to the extent applicable, with all
reporting obligations under Nevada and Federal law;
B. The execution, delivery and performance of this Agreement by the
Company and the performance of its obligations hereunder do not and
will not constitute a breach or violation of any of the terms and
provisions of, or constitute a default under or conflict with or
violate any provisions of (i) the Company's Articles of Incorporation
or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or
any instrument to which the Company is a party or by which it or any
of its property is bound, (iii) any applicable statute or regulation,
or (iv) any judgment, decree or order of any court or government body
having jurisdiction over the Company or any of its property;
C. The execution, delivery and performance of this Agreement and the
consummation of the issuance of Common Stock and the transactions
contemplated by this Agreement are within the Company's corporate
powers and have been duly authorized by all necessary corporate and
stockholder action on behalf of the Company;
D. There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending or, to
the knowledge of the Company, threatened against or affecting the
Company or any of its properties, which might result in any material
adverse change in the condition (financial or otherwise) or in the
earnings, business affairs or business prospects if the Company, or
which might materially and adversely affect the properties or assets
thereof;
E. The Company is not in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
material indenture, mortgage, deed of trust or other material
instrument or agreement to which it is a party or by which it or its
property may be bound; and neither the execution, nor the delivery by
the Company, nor the performance by the Company of its obligations
under, this Agreement or the Common Stock will conflict with or result
in the breach or violation of any of the terms or provisions of, or
constitute a default or result in the creation or imposition of any
lien or charge on any assets or properties of the Company under, any
material indenture, mortgage,
deed of trust of other material agreement or instrument to which the
Company is party or by which it is bound or any statute or the
Articles of Incorporation or By-laws of the Company, or any decree,
judgment, order, ruling or regulation of any court or governmental
agency or body having jurisdiction over the Company or its properties;
F. All documents provided to the Purchaser do not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statement
therein in light of the circumstances under which they were made, not
misleading;
G. The authorized capital stock of Company consists of 200,000,000 shares
of common stock. The Company has offered 6,000,000 common shares and
it is expected that there will be 10,030,000 shares of common stock
issued and outstanding after the completion of this offering; no
options or warrants to acquire common stock are outstanding. There are
no outstanding obligations of the Company to repurchase, redeem or
otherwise acquire any shares of the company's common stock;
H. As of the date hereof, to the Company's best knowledge, the conduct of
the business of the Company complies in all material respects with all
statutes, laws, regulations, ordinances, rules, judgments, orders or
decrees applicable thereto. The Company has not received notice of any
alleged violation of any statute, law, regulation ordinance, rule,
judgment, order or decree from any governmental authority which would
materially adversely affect the business of the Company; and
I. There is no fact known to the Company (other than general economic
conditions known to the public generally) that has not been disclosed
in writing to the Purchaser that (i) could reasonably be expected to
have a material adverse effect on the condition (financial or
otherwise) or on the earnings, business affairs, business prospects,
properties or assets of the Company, or (ii) could reasonably be
expected to materially and adversely affect the ability of the Company
to perform its obligations pursuant to this Agreement and the Common
Stock.
4. NON-BINDING UNTIL ACCEPTED. The Purchaser understands that this
subscription is not binding upon the Company until the Company accepts it,
which acceptance is at the sole discretion of the Company and is to be
evidenced by the Company's execution of this Agreement where indicated. The
funds advanced by the Purchaser will be immediately used by the Company for
general corporate purposes and will be characterized as a non-interest
bearing, non-callable loan by the Purchaser to the Company until acceptance
or rejection of this subscription by the Company, and such deposit and use
shall not be 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.
5. NON-ASSIGNABILITY. Neither this Agreement nor any of the rights of the
Purchaser hereunder may be transferred or assigned by the Purchaser.
6. MODIFICATION/ENTIRE AGREEMENT. This Agreement (i) may only be modified by a
written instruction executed by the Purchaser and the Company; (ii) sets
forth the entire agreement of the Purchaser and the Company with respect to
the subject matter hereof; and (iii) shall endure to the benefit of and be
binding upon the Company and the Purchaser and their respective heirs,
legal representatives, successors and permitted assigns.
7. GOVERNING LAW. This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada, except for matters
arising under the Act, without reference to principles of conflicts of law.
Each of the parties consents to the exclusive jurisdiction of the federal
courts whose districts encompass any part of the State of Nevada or the
state court of the State of Nevada in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent permitted by
law, any objection, including any objection based on forum non conveniens,
to the bringing of any such proceeding in such jurisdictions. Each party
hereby agrees that if another party to this Agreement obtains a judgment
against it in such a proceeding, the party which obtained such judgment may
enforce same by summary judgment in the court of any country having
jurisdiction over the 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 Agreement irrevocably consents to the service of process
in any such proceedings 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 serve process
in any other manner permitted by law.
8. NOTICES. All notices or other communication hereunder shall be in writing
and shall be deemed to have been duly given if delivered personally
(including courier service) or mailed by certified or registered mail,
return receipt requested, postage prepaid, as follows. If the Purchaser, to
the address set forth below and if to the Company, to Sweetbrier
Corporation, 000-0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx, X0X 0X0, or to such other address as the Company or the Purchaser
shall have designated to the other by like notice.
IN WITNESS WHEREOF the Purchaser has executed this Securities Subscription
Agreement on the date set forth below.
Number of Shares of Common Stock Subscribed for: 900,000 Shares
Purchase Price per Share $0.003 U.S.
Total Purchase Price (Number of Shares multiplied
By US$0.003 per Share) $2,700.00 U.S. Total Price
DATED:
WITNESS:
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(Signature) Signature of Subscriber
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(Address) NAME (PLEASE PRINT) If signing
for a Company specific office held
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ADDRESS
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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 shares
subscription.
DATED: SWEETBRIER CORPORATION
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Per
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Authorized Signatory
(TO BE COMPLETED IN DUPLICATE, ONE COPY TO PURCHASER, ONE COPY FOR COMPANY)
