Exhibit 10.2
SWEET SPOT GAMES, INC.
SUBSCRIPTION AGREEMENT
Sweet Spot Games, Inc. (the "Company") is privately offering shares of
its common voting stock pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, in reliance upon Rule
506 of Regulation D. Prospective investors therefore will not be afforded the
disclosures that would be required in a registered offering. This Offering is
open only to financially sophisticated residents of the states where we have
cleared exemptions and who are accredited investors under Regulation D.
By signing this Subscription Agreement YOU ARE CERTIFYING TO US that (a)
that you have adequate means of providing for your current needs and personal
contingencies and have no need to sell the Shares of common stock in the
foreseeable future (that is, at the time of the investment, you can afford to
hold the Shares for an indefinite period of time); (b) you, either alone or
with your duly designated purchaser representative, have such knowledge and
experience in business and financial matters such that you are capable of
evaluating the risks and merits of an investment in our common stock, (d) that
you have relied exclusively on the Company's private placement memorandum and
not on any oral statements whatsoever, and (e) that you are an accredited
investor as defined in Regulation D.
1. Subscription for Shares of Shares
1.1 Agreement to Subscribe. I hereby subscribe to purchase the
above-indicated Shares of common voting stock of the Company at the price of
$0.20 per share, (the "Shares") in Sweet Spot Games, Inc., a Nevada "C"
Corporation (the "Company") organized on June 2, 2008. I understand that there
is no minimum purchase and the proceeds will be immediately available to the
Company.
1.2 Delivery. I am delivering to you, along with this executed
Subscription Agreement (the "Agreement"), a check in the sum of $
__________________________.(minimum of $2,000) made payable to the Company or
to Charles W. Barkley Trust Account, counsel for Sweet Spot Games, Inc. or by
wire to:
BB&T Bank Wire Routing Number:053101121
Carmel Commons Branch
7521 Pineville Matthews Road
Charlotte, NC 28226
To further credit of: Charles Barkley, Attorney at Law
Trust Account
Account Number: 5199573472
1.3 Agreement Constitutes Offer to Subscribe. I understand that
this subscription constitutes an irrevocable offer to purchase Shares which may
not be revoked by me without written consent of the Company's officers. The
execution and delivery of this Agreement will not constitute an agreement
between the Company and me until this Agreement is specifically accepted in
writing by the Company's officers on behalf of the Company. I understand that
they will notify me within ten (10) days of the date of my delivery of this
Agreement as to whether this Agreement has been rejected or accepted.
1.4 Refunds on Rejection of Subscription. I understand that if
my subscription is rejected or the offering of Shares is canceled, my payment
will be refunded promptly to me without any interest.
1.5 Acceptance. This Agreement will not become a legally binding
contract until the Company has signed it in the space provided at the end of
this Agreement.
2. INVESTOR REPRESENTATIONS AND AGREEMENTS.
I agree, represent and warrant for the benefit of the Company and
its legal counsel and other agents that:
2.1 Knowledge and Contacts. I have received and reviewed the
Confidential Private Placement Memorandum of the Company prior to the date of
this Subscription Agreement. I have been afforded an opportunity to ask any
questions of management regarding this investment. I am satisfied as to the
information provided to me.
U. S. Persons
_____ (Initial here) Accredited Investor" Status. I am an "accredited
investor"; as such term is defined in Regulation D promulgated by the United
States Securities and Exchange Commission by virtue of the fact that at least
one of the following statements is true and correct:
(a) My net worth as of the date hereof exceeds One Million Dollars
($1,000,000).
(b) I have a reasonable basis to expect that my income for the upcoming
year 2005 will be Two Hundred Thousand Dollars ($200,000) or more (or, combined
with the income of my spouse, Three Hundred Thousand Dollars ($300,000) or
more) and for each of the two prior years my income for such years was Two
Hundred Thousand Dollars ($200,000) or more (or, combined with the income of my
spouse, Three Hundred Thousand Dollars ($300,000) or more).
For individuals please confirm that you are accredited by checking the
applicable box below that you either
_______ are a natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of your purchase exceeds
$1,000,000; or
_______ are a natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that
person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current year.
(c) If the undersigned is a corporation, limited liability company,
partnership, trust or other entity, either (i) the entity has a net worth of
Five Million Dollars ($5,000,000) or more and it was not formed for the
specific purpose of making an investment in the Company, or (ii) if the entity
was formed for the specific purpose of investing in the Company, each of the
entity's owners is an "accredited investor" within the meaning of this
paragraph.
For entities, please confirm that you are accredited by checking all
applicable boxes below that:
_______ Any bank as defined in section 3(a)(2) of the Act, or any savings
and loan association or other institution as defined in section 3(a)(5)(A) of
the Act whether acting in its individual or fiduciary capacity; any broker or
dealer registered pursuant to section 15 of the Securities Exchange Act of
1934; any insurance company as defined in section 2(13) of the Act; any
investment company registered under the Investment Company Act of 1940 or a
business development company as defined in section 2(a)(48) of that Act; any
Small Business Investment Company licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business Investment Act
of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets
in excess of $5,000,000; any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered
adviser, or if the employee benefit plan has total assets in excess of
$5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors;
_______ Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
_______ Any organization described in section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000;
_______ Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director, executive officer, or
general partner of a general partner of that issuer;
_______ Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in {section} 230.506(b)(2)(ii);
or
_______ Any entity in which all of the equity owners are accredited
investors.
______(Initial here)I am a sophisticated investor and have sufficient
knowledge and experience in financial and business matters that I am capable of
evaluating the merits and risks of investing in the Shares and protecting my
own interests in connection with this investment, and I have had a pre-existing
personal or business relationship with the individuals who are the current or
intended officers and directors of the Company. My relationship is of a nature
and duration to enable me to be aware of the character, business acumen and
general business and financial circumstances of the Company and those
individuals.
Non U. S. Persons
_____ (initial here) I am not a U.S. person as defined by Regulation S
and I am not acquiring the securities for the account or for the benefit of any
U.S. person and I am not a U.S. person who purchased the securities in a
transaction that did not require registration under the Securities Act of 1933,
as amended (the "Act"). In connection with the intended issuance the
undersigned certifies as follows:
1. The undersigned is not a U.S. person as defined by Regulation S and is
not acquiring the shares of common stock for the account or for the
benefit of any U.S. person and is not a U.S. person who purchased the
common stock in a transaction that did not require registration under the
Securities Act of 1933, as amended (the "Act").
2. The undersigned agrees not to resell any of the shares of common stock
except in accordance with the provisions of Regulation S, pursuant to
registration under the Act, or pursuant to an available exemption from
registration.
3. The undersigned agrees not to engage in hedging transactions with regard
to such securities or otherwise pledge, hypothecate or encumber the
shares, unless in compliance with the Act.
4. The undersigned consents to the certificate for the shares of common
stock to contain a restrictive legend to the effect that transfer is
prohibited except in accordance with the provisions of Regulation S,
pursuant to registration under the Act, or pursuant to an available
exemption from registration, and that hedging transactions involving the
shares of common stock may not be conducted unless in compliance with the
Act.
5. The undersigned acknowledges that the Company has agreed to refuse to
register any transfer of the shares of common stock not made in
accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration.
2.3 Information. I have read the Company's Private Placement
Memorandum, including the section entitled "Risk Factors." I have had the
opportunity to speak directly with the Company concerning the offering and to
ask questions of and receive answers from the appropriate Company officers
concerning the Company, its financial information, the offering of the Shares,
the Business Plan and all other matters that I deemed relevant to my decision
to invest in the Shares or related thereto. All of my questions have been
answered, and all reasonably requested information has been provided to my full
satisfaction. I am not relying on any oral statements made or allegedly made
concerning the Shares, and my investment decision is based solely on written
information I have received and my own evaluation of the Company. I understand
that the Private Placement Memorandum does not constitute a representation or
warranty with respect to any matter included therein, including, but not
limited to, the Company's anticipated financial performance, the value of the
Shares or matters pertaining to the Company's programming, intellectual
property rights or other assets.
2.4 Tax Aspects. I have considered to the extent I or my own
advisors believe appropriate regarding all state and federal income tax aspects
relating to the Company.
2.5 Securities Status and Legend. I acknowledge that no federal
or state agency has made any recommendation or endorsement of the Shares and
that the Shares has not been qualified or registered under the laws of any
state and have not been registered with the Securities and Exchange Commission.
I am aware that there is no public or other market for any securities of the
Company at the present time and that there is no assurance or likelihood that
any market for such securities will develop. I acknowledge that there are
substantial restrictions on the sale, assignment or transfer of the Shares
under applicable state and federal securities laws. It is unlikely that I may
readily liquidate my investment. I will bear the economic risk of owning the
Shares for an indefinite period. The following legend or any other similar
legend desired by the Company shall be applicable to the Shares:
THE SECURITIES REPRESENTED BY THE SHARES DESCRIBED HEREIN (1) HAVE NOT
BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS, (2) MUST
BE ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR DISTRIBUTION THEREOF, AND (3) MAY NOT BE SOLD OR OTHERWISE DISPOSED
OF WITHOUT AN EFFECTIVE FEDERAL REGISTRATION STATEMENT AND SIMILAR STATE LAW
FILING RELATED THERETO OR AN OPINION OF counsel FURNISHED AT HOLDER'S EXPENSE
IN FORM AND SUBSTANCE AND FROM COUNSEL SATISFACTORY TO THE ISSUER OF THESE
SECURITIES THAT SUCH REGISTRATION AND FILING ARE NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933 AND APPLICABLE STATE LAW. THE SHARES IS SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY'S ARTICLES OF
INCORPORATION.
2.6 Investment Purpose. I am purchasing the Shares for my own
account, for investment purposes and not with a view to or for sale in
connection with any distribution of the Shares. I have no reason to anticipate
any change in circumstances or other particular occasion or event which would
cause me to seek to sell the Shares in the immediate future. I have no
contract, understanding or arrangement with any person to sell, transfer or
pledge all or any part of the Shares.
2.7 No Public Offering. I agree that I have not purchased the
shares with a view to distribution. I agree that the securities purchased by me
shall be "restricted" securities and shall not be available for resale unless
registered or exempted under the Securities Act of 1933, as amended.
2.8 No Profits Promised. I agree that neither the Company nor
any representative of the Company has made any promises or guarantees that any
cash, income, gain or tax benefits will be realized from an investment in the
Shares.
2.9 Citizenship. I represent that I am:
______ A citizen of the United States of America; or
______ I am not a citizen of the United States as defined in Regulation
S.
3. RISKS ASSOCIATED WITH THIS INVESTMENT
In making this investment, I acknowledge and agree that I have
considered all risks associated with my investment, including, but not limited
to, the following:
Risks - Generally. I understand that my investment in the Shares
involves a high degree of risk of loss, and possibly the total loss of my
investment. I have adequate means for providing for my current and future
needs and personal contingencies, and have no need now, and anticipate no
financial need, to sell the Shares. I currently have sufficient financial
liquidity to afford a complete loss of my investment in the Shares. I accept
full responsibility for inquiring into all matters relating to the Company and
its management which may be important to an investment decision by me. The
Company has provided me with all books, records, business, operating and
marketing plans, financial statements or statements of account and all other
information that has been requested by me or my investment advisers, or
counsel. In addition, I have been given access to all Company officers and
directors who have answered all questions to my satisfaction.
Specific Risks. I have read and understand the Private Placement
Memorandum and the section on "Risk Factors". I and/or my advisers have been
given the opportunity to ask questions of the Company and all requested
information has been provided to me.
4. AGREEMENTS OF INVESTOR.
4.1 Legal Effect. I agree that all of my representations,
statements, agreements and promises set forth in this Agreement constitute
legally binding obligations which survive issuance of the Shares to me. If
there is any material change in the information set forth in this Agreement, I
will immediately furnish such revised or corrected information to the Company.
4.2 Indemnity. I agree to indemnify, defend and hold harmless
the Company and its affiliates, legal counsel and other agents from any loss,
damage or liability (including attorneys' fees and other expenses) due to or
arising out of any breach of any of my representations or promises contained in
this Agreement.
4.3Social Security Number. I hereby certify that the
information pertaining to my social security number or tax identification
number is correctly set forth below my signature to this Agreement, and that I
am not subject to backup withholding under the provisions of Section
3406(a)(1)(C) of the Internal Revenue Code.
5. GENERAL
5.1 Notices. All notices or other communications given or made
hereunder shall be in writing and shall be delivered or mailed, postage
prepaid, to the respective parties at the addresses set forth in this
Agreement. Each party may change its address by notice given in accordance
with this paragraph.
5.2 Legal Principles. This Agreement shall be construed under
the laws of the State of Nevada applicable to contracts made in and between
residents of, and to be performed in, Nevada. This Agreement constitutes the
entire agreement of the parties respecting the matters set forth in this
Agreement and supersedes all prior or contemporaneous oral or written letters,
agreements, understandings and representations concerning the subject matter of
this Agreement. I agree that there is legal and adequate consideration and
fair equivalent value given for the respective rights and obligations set forth
in this Agreement. No party to this Agreement shall assign or delegate any
rights or obligations hereunder without the prior consent of the other party.
5.3 Amendment/Invalidity. The provisions of this Agreement may
be amended, waived, modified or terminated only in writing executed by the
party sought to be bound thereby. If any provision of this Agreement shall be
held invalid or unenforceable, the remaining provisions of this Agreement shall
continue in effect.
6. LEGAL MATTERS. I HAVE BEEN ADVISED TO CONSULT WITH MY OWN ATTORNEY
OR TAX ADVISOR REGARDING THE LEGAL AND TAX CONSEQUENCES OF MY INVESTMENT IN THE
SHARES. I AM NOT RELYING DIRECTLY OR INDIRECTLY ON ANY ADVICE WHICH LEGAL
COUNSEL TO THE COMPANY MAY HAVE GIVEN, AND AGREE THAT SUCH LEGAL COUNSEL DOES
NOT REPRESENT OR UNDERTAKE TO REPRESENT MY INDIVIDUAL INTERESTS AS AN INVESTOR
OR OTHERWISE. IN PARTICULAR, I AGREE THAT SUCH LEGAL COUNSEL HAS NOT GIVEN ANY
TAX ADVICE, DIRECTLY OR INDIRECTLY, TO ME OR FOR MY BENEFIT, THAT NO "TAX
OPINION" HAS BEEN PREPARED OR GIVEN IN CONNECTION WITH THE SHARES AND THAT NO
"TAX SHELTER" OR OTHER TAX BENEFITS HAVE BEEN PROMISED TO ME BY ANYONE. I
FURTHER AGREE THAT I AM NOT RELYING ON OR EXPECTING LEGAL COUNSEL TO THE
COMPANY TO UNDERTAKE ANY "DUE DILIGENCE" IN CONNECTION WITH THE OFFER AND SALE
OF THE SHARES AND THAT THE SCOPE OF LEGAL COUNSEL'S ENGAGEMENT SHALL BE
DETERMINED SOLELY BY AGREEMENT BETWEEN COUNSEL AND THE COMPANY. I AGREE THAT
COUNSEL TO THE COMPANY SHALL HAVE NO DUTY TO ME TO VERIFY OR INVESTIGATE ANY
MATERIAL FACTS STATED OR OMITTED IN CONNECTION WITH THE ISSUANCE OF SHARES.
Dated: ________________
_____________________________
(Signature of Investor)
(Print Investor's Name)
______________________________
(Street Address)
__________________ _______________________
(City, State, Zip Code) (Telephone Number)
_____________________
(Social Security Number) (Tax Identification Number)
Accepted as of _____________
Sweet Spot Games, Inc., a Nevada Corporation
By: ______________________________
Greg Galanis
President and CEO
Mailing Address:
Sweet Spot Games, Inc.
ATTENTION: Mr. Greg Galanis, CEO
2840 Highway 90 Alt. # 7
Silver Springs, NV 89429
Phone (519) 872-2539
SWEET SPOT GAMES, INC. - SHAREHOLDERS INFORMATION
SHAREHOLDER'S NAME ADDRESS NUMBER SUBSCRIPTION
OF SHARES DATE
------------------ ------- --------- ------------
1 Jack Carter 225 Clarke Road London, ON NSW 5E6 10,000 14-Jun-08
2 Michael J. D'Angelo 25 Superior St. Springfield, ON NOL 2J0 10,000 19-Jun-08
3 Mary Pagoulatos 6-11 Oakvale Dr. Waterloo - ON N2T 2G6 10,000 20-Jun-08
4 Francine Ackland 244 - Vancouver St London, ON N5W 4R8 10,000 21-Jun-08
5 Norman W. Ackland 244 Vancouver St. London, ON N5W 4R8 10,000 21-Jun-08
6 Brian George 11 - 160 Conway Dr. London, ON NGE 3MS 10,000 21-Jun-08
7 Manuel Duch-Vidri 240 Josselyn Dr. London, ON NGE 3V2 10,000 22-Jun-08
8 Peter S. Taylor 1765 Father Dalton Ave. London, ON N5X 4M3 10,000 23-Jun-08
9 Kishin Bhagchandani 740 Whitehaven Cres. London, ON NGG 4V6 10,000 23-Jun-08
10 Veena Bhagchandani 740 Whitehaven Cres. London, ON NGG 4V6 10,000 23-Jun-08
11 Mary Parks 175 Grey Rock Cr. London, ON N5Y 6L5 10,000 23-Jun-08
12 Karan Dhami 14 Shavian Ct. London, ON N6G 3G9 10,000 25-Jun-08
13 Teji Dhami 14 Shavian Ct. London, ON N6G 3G9 10,000 25-Jun-08
14 T. Guiltinan
Dentistry Prof. Corp. 1463 Adelaide St. London, ON N5X 1K3 10,000 25-Jun-08
15 Thil - Yong Kang 111 Gelnridge Cres. London, ON NGG 4X9 10,000 26-Jun-08
16 Josephine Pepe 304 - 250 Sydenham St. London, ON NGA 5S1 10,000 26-Jun-08
17 Christina Pepe 561 Palmerston Ave. Toronto, ON MGG 2P6 10,000 28-Jun-08
18 Eugenia Korinis 95 Sheshi Dr. Woodbridge, ON 10,000 29-Jun-08
19 Peter Giavanoglou 40 Woodman's Chart Markham, ON 10,000 29-Jun-08
20 Varoslaw Ostrowski 493 Duffering Ave. London, ON NGB 2A1 10,000 1-Jul-08
21 Kent Wolfe 48 Sinclair Crescent Aylmer, ON N5H 3B9 10,000 2-Jul-08
22 Linda Sharma 4264 Front St. Niagara Falls, ON L2G 6G8 10,000 2-Jul-08
23 Anna Rossi Chrapko 42 Kilworth Park Dr. RR#5 Komoka ON, MOL 1R0 10,000 14-Jul-08
24 Nikola Mrksic 2373 Nichols Dr. Oakville, ON L6M 6T1 10,000 5-Jul-08
25 Saleh Elrafih 1778 Seymour Cr. London, ON NGG 5N4 10,000 5-Jul-08
26 Mary McNamee 989 Waterfoo St. London, ON NGA 3X4 10,000 5-Jul-08
27 Ralph J. Vuolo, JR. 518 Davis Avenue Kearny, NJ 07032 10,000 28-Jul-08
28 David Oswald 151 Lackland Ave. Piscataway, NJ 08854 10,000 24-Jul-08
29 William W. Fry 1645 Mardell St. London, ON N5V 1X3 10,000 6-Aug-08
30 Norine Faulkner 6 Denali Terrace London, ON N5X 3W2 10,000 6-Aug-08
31 Ralph Citro 1708 Gore Rd. London, ON N5W 5L5 10,000 6-Aug-08
32 Jamil Barakat 7 Chesham Grv. London, ON N6G 3S8 10,000 13-Aug-08
33 Terry Russell 1375 Erindale Cr. London, ON N5X 1V8 10,000 28-Aug-08
34 Jassi Mann Box 16 Site 19, RR5 Calgary, Alberta T2P 2G6 10,000 7-Sep-08
35 Surinder Mann Box 16 Site 19, RR5 Calgary, Alberta T2P 2G6 10,000 7-Sep-08
36 Pasquale Liberatore 53 Fulwood Crescent Whitby, ON L1N 6K7 10,000 4-Sep-08
37 Paul Monaco 219 Edenbridge Dr. Etobicoke, ON M9A 3G9 10,000 5-Sep-08
38 Michael Monaco 5118 Blue Spruce Burlington, ON 10,000 31-Aug-08
39 John I. Biondic 3208 Corrigan Dr. Mississauga, ON L4Y 3C6 10,000 31-Aug-08
40 Lisa Delaney 101-1820 Walkers Line Burlington, ON L7M 4V4 10,000 2-Sep-08
41 Gino Policicchio 499 Grenfell Ave. Oshawa, ON L1J 4W8 10,000 5-Sep-08
42 Ben Policicchio 499 Grenfell Ave. Oshawa, ON L1J 4W8 10,000 5-Sep-08
43 George Stamatakos 8 Barbara Cres. Toronto, ON M4C 3B2 10,000 8-Sep-08
44 Peter Rona 2388 Acajou St. St-Laurent, Quebec H4R 2R8 10,000 8-Sep-08
45 Niall Murphy 2510 Laheshore Blvd. West Toronto, ON M8V 1E1 10,000 2-Sep-08