Sweet Spot Games Inc Sample Contracts

Greenfield Farms Food, Inc. – CONVERTIBLE PROMISSORY NOTE (July 16th, 2019)

FOR VALUE RECEIVED, Greenfield Farms Food, Inc. a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of More Capital, LLC, a Minnesota limited liability company, or registered assigns (the “Holder”) the sum of U.S. $215,000 (the “Principal Amount”) together with any interest as set forth herein, on June 28th, 2020 (the “Maturity Date”), and to pay interest on the unpaid principal balance as set forth herein hereof from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. W

Greenfield Farms Food, Inc. – SECURITIES PURCHASE AGREEMENT (July 16th, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 5, 2019, by and between GREENFIELD FARMS FOOD INC., a Nevada corporation (the “Company”), and MORE CAPITAL, LLC, a Minnesota limited liability company (the “Buyer”).

Greenfield Farms Food, Inc. – CONVERTIBLE PROMISSORY NOTE (July 11th, 2019)

FOR VALUE RECEIVED, Greenfield Farms Food, Inc. a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Carebourn Capital, LP, a Delaware limited partnership, or registered assigns (the “Holder”) the sum of U.S. $922,646.00 (the “Principal Amount”) together with any interest as set forth herein, on July 8th, 2020 (the “Maturity Date”), and to pay interest on the unpaid principal balance as set forth herein hereof from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Wh

Greenfield Farms Food, Inc. – SECURITIES PURCHASE AGREEMENT (July 11th, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 8th, 2019, by and between GREENFIELD FARMS FOOD, INC., a NEVADA, with headquarters located 118 West 5th Street Covington, KY 41011 (the “Company”), and CAREBOURN CAPITAL, LP., a Delaware Limited Partnership (the “Buyer”).

Greenfield Farms Food, Inc. – SECURITIES PURCHASE AGREEMENT (July 2nd, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 28th, 2019, by and between GREENFIELD FARMS FOOD, INC., a NEVADA, with headquarters located 118 West 5th Street Covington, KY 41011 (the “Company”), and CAREBOURN, LLC., a Nevada Limited Liability Corporation (the “Buyer”).

Greenfield Farms Food, Inc. – CONVERTIBLE PROMISSORY NOTE (July 2nd, 2019)

FOR VALUE RECEIVED, Greenfield Farms Food, Inc. a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of CareBourn, LLC, a Nevada limited liability company, or registered assigns (the “Holder”) the sum of U.S. $1,436,128.28 (the “Principal Amount”) together with any interest as set forth herein, on June 28th, 2020 (the “Maturity Date”), and to pay interest on the unpaid principal balance as set forth herein hereof from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Wh

Greenfield Farms Food, Inc. – SHARE EXCHANGE AGREEMENT by and among Greenfield Farms Food Inc.; And Ngen Technologies USA Corp and The Shareholders of Ngen Technologies USA Corp. SHARE EXCHANGE AGREEMENT Dated as of June 26, 2019 (July 2nd, 2019)

This Share Exchange Agreement (together with the Exhibits, Schedules and attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) Greenfield Farms Foods Inc. a Nevada corporation (“GRAS”); Clifford M. Rhee (“Rhee”), Edward F. Carter (“Carter”) and (ii) Ngen Technologies USA Corp (“NGEN”) (iii) each of the shareholders of NGEN as set forth on the signature page hereto or who executes a counterpart signature to this Agreement in the form attached hereto as Exhibit C (the “NGEN Shareholders”), and Ngen Technologies Korea, LTD (“NKOR”). NKOR is a wholly-owned subsidiary of NGEN. NGEN, NKOR, Carter and Rhee are collectively the NGEN Parties. GRAS and each NGEN Party may be referred to herein collectively as the “Parties” and separately as a “Party.”

Greenfield Farms Food, Inc. – ASSET PURCHASE AGREEMENT (January 18th, 2018)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made this 16th day of January 2018, by Ngen Technologies USA Corp. (“NUSA”), a Texas Corporation and NUSA’s wholly owned subsidiary, Ngen Technologies Korea, LTD (“NKOR”), whereby NUSA and NKOR and are referred to as the “Sellers” and Greenfield Farms Food, Inc., a Nevada Corporation ("GRAS" or the “Buyer”).

Greenfield Farms Food, Inc. – PROMISSORY NOTE (January 18th, 2018)
Greenfield Farms Food, Inc. – Greenfield Farms Food, Inc. Announces Signing of Asset Purchase Agreement Company acquires assets that generated $19 million of sales in 2017 (January 18th, 2018)

DALLAS, TX / ACCESSWIRE / January 18, 2018 / Greenfield Farms Food, Inc. ("GRAS" or the "Company") (OTC PINK: GRAS) today announced that on January 16, 2018, it closed an Asset Purchase Agreement and has acquired certain assets of Ngen Technologies USA Corp. (“NUSA”) and NUSA’s wholly owned subsidiary, Ngen Technologies Korea, LTD (“NKOR”). NKOR is in the business of research, design and manufacturing of proprietary 3D mobile display module for the smartphone and other telecom OEM’s. The 3D module once installed during the MCD or OLED manufacturing stage, allows the display of 3D content without the use of 3D glasses (the “NKOR Business”). NUSA and NKOR are entities controlled by our officers and directors.

Greenfield Farms Food, Inc. – ASSET PURCHASE AGREEMENT (January 5th, 2018)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made this 4th day of January 2018, by Ngen Technologies USA Corp. (“NGEN”), a Texas Corporation, Clifford M Rhee (“Rhee”) and Edward Carter (“Carter”), whereby NGEN, Rhee and Carter are referred to as the “Sellers” and Greenfield Farms Food, Inc., a Nevada Corporation ("GRAS" or the “Buyer”).

Greenfield Farms Food, Inc. – SPIN OUT AGREEMENT (January 5th, 2018)

THIS SPIN OUT AGREEMENT (the “Agreement”) is made this 4th day of January 2018, by Greenfield Farms Food, Inc., a Nevada Corporation ("GRAS" or the “Seller”), Carmela’s Pizzeria CO, Inc. and Ronald Heineman (the “Buyer”).

Greenfield Farms Food, Inc. – Greenfield Farms Food Inc. Announces Signing of Asset Purchase Agreement Company also Spins Out prior business, to now focus on the automotive technology sector (January 5th, 2018)

DALLAS, TX / ACCESSWIRE / January 5, 2018 / Greenfield Farms Food, Inc. ("GRAS" or the "Company") (OTC PINK: GRAS) today announced that it has closed the Asset Purchase Agreement and has acquired certain assets of Ngen Technologies USA, Corp. (“Ngen”). The assets acquired center around Ngen’s automotive technologies business. Pursuant to the Agreement, the Company issued in the aggregate 1,000 shares of its Series E Preferred Stock that is convertible, on a post conversion basis, into 85% of the issued and outstanding common stock of the Company.

Greenfield Farms Food, Inc. – CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F PREFERRED STOCK, PAR VALUE $0.001 PER SHARE OF GREENFIELD FARMS FOOD, INC. (December 15th, 2017)

The undersigned, the Chief Executive Officer of Greenfield Farms Food, Inc., a Nevada corporation (the “Corporation”), does hereby certify, that, pursuant to authority conferred upon the Board of Directors and pursuant to the Nevada Revised Statutes, the following resolutions creating a Series of Series F Preferred Stock was duly adopted by the Corporation’s Board of Directors on December 7, 2017:

Greenfield Farms Food, Inc. – CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E PREFERRED STOCK, PAR VALUE $0.001 PER SHARE OF GREENFIELD FARMS FOOD, INC. (December 1st, 2017)

The undersigned, the Chief Executive Officer of Greenfield Farms Food, Inc., a Nevada corporation (the “Corporation”), does hereby certify, that, pursuant to authority conferred upon the Board of Directors and pursuant to the Nevada Revised Statutes, the following resolutions creating a Series of Series E Preferred Stock was duly adopted by the Corporation’s Board of Directors on November 28, 2017:

Greenfield Farms Food, Inc. – Letter of Intent (December 1st, 2017)

This Agreement is entered into as of the 27 day of November, 2017, (the “Effective Date”) by and between, Ngen Technologies USA, Corp, a Texas corporation. (the “Seller”) located at 5430 LBJ Freeway #1200, Dallas, Texas 75240 and Greenfield Farms Food, Inc., a Nevada corporation, (the “Buyer”) located at 118 West 5th Street, Covington, KY 41011.

Greenfield Farms Food, Inc. – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GREENFIELD FARMS FOOD, INC. (November 22nd, 2017)

Pursuant to NRS 78.403 under Nevada General Corporation Law (Title 7, Chapter 78 of the Nevada Revised Statutes), GREENFIELD FARMS FOOD, INC., a Nevada corporation (the "Corporation"), entity number E0363802008-6, hereby amends and restates its Articles of Incorporation as follows:

Greenfield Farms Food, Inc. – CONVERTIBLE PROMISSORY NOTE (January 9th, 2017)

This Note carries an original issue discount of $36,465.00 (the “OID”). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $8,000.00 (the “Transactional Expense Amount”) to the Holder or the Holder’s designee, to cover the Holder’s accounting fees, due diligence fees, monitoring (including but not limited to ACH monitoring costs), and/or other transactional costs incurred in connection with the purchase and sale of the Note, as well as $500.00 (the “Legal Fee”) to Holder’s attorney, to cover Holder’s legal review fees in connection with the purchase and sale of the Note, all of which are included in the initial principal balance of this Note. Thus, the purchase price of this Note shall be $243,100.00, computed as follows: $279,565.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $234,600.00, computed as follows: the purchase price of $243,100.0

Greenfield Farms Food, Inc. – GREENFIELD FARMS FOOD, INC. CERTIFICATE OF DESIGNATION OF SERIES D PREFERRED STOCK (October 10th, 2014)

The Undersigned, on behalf of Greenfield Farms Food, Inc., a Nevada corporation (the “Corporation”), hereby certifies that the following resolutions were adopted by the Corporation’s board of directors (the “Board”), effective as of September 22, 2014, pursuant to the authority conferred upon the Board by the Corporation’s certificate of incorporation, as amended, and in accordance with the Nevada Revised Statutes:

Greenfield Farms Food, Inc. – ASSET PURCHASE AGREEMENT (November 4th, 2013)

This Asset Purchase Agreement (this “Agreement”) is made and entered into this 29th day of October, 2013, by and among COHP, LLC, an Ohio limited liability corporation (“Seller”); and Carmela’s Pizzeria CO, Inc., a Colorado corporation (“Carmela’s CO”), and its parent Greenfield Farms Food, Inc., a Nevada corporation (“Greenfield”) (together the “Purchaser”). Seller and Purchaser are hereinafter sometimes referred to together as the “Parties.”

Greenfield Farms Food, Inc. – GREENFIELD FARMS FOOD, INC. CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK (November 4th, 2013)

The Undersigned, on behalf of Greenfield Farms Food, Inc., a Nevada corporation (the “Corporation”), hereby certifies that the following resolutions were adopted by the Corporation’s board of directors (the “Board”), effective as of October 15, 2013, pursuant to the authority conferred upon the Board by the Corporation’s certificate of incorporation, as amended, and in accordance with the Nevada Revised Statutes:

Greenfield Farms Food, Inc. – GREENFIELD FARMS ANNOUNCES A NEW LICENSING PROGRAM OF ITS "GREENFIELD FARMS GRASSFED BEEF" TRADEMARK TO EXPAND ITS GRASSFED BEEF BUSINESS SEGMENT; AGREEMENT SIGNED WITH FIRST LICENSEE (March 18th, 2013)

CENTENNIAL, Colorado, March 12, 2013. - Greenfield Farms Food, Inc. ("Greenfield" or the "Company") (OTC/QB: GRAS) announced today it is beginning a new licensing program for its "Greenfield Farms Grassfed Beef" trademark, which the Company believes will allow it to expand its business and enhance its market and brand presence. With this program, the Company will phase away from its traditional business model of taking cattle from farm to market thus eliminating all of the capital and startup costs required for such operations by expanding its brand presence with capable cattle producers and marketers. The Company also believes that the trademark licensing concept allows for more rapid market penetration with minimal risk and the ability to more easily ascertain assumed returns.

Greenfield Farms Food, Inc. – DEBT SETTLEMENT AND RELEASE AGREEMENT (June 27th, 2012)

This Debt Settlement And Release Agreement (the "Agreement") is dated as of the 18th day of June, 2012, and is by and between Greenfield Farms Food, Inc., a Nevada corporation ("Greenfield"), Larry C. Moore, individually, and Donna Moore, individually (together the "Moore's").

Greenfield Farms Food, Inc. – CONVERTIBLE PROMISSORY NOTE (June 27th, 2012)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Greenfield Farms Food, Inc. – SECURITIES PURCHASE AGREEMENT (June 27th, 2012)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 15, 2012, by and between GREENFIELD FARMS FOOD, INC., a Nevada corporation, with headquarters located at 2840 Highway 95 ALT.  S, Silver Springs, NV   89429 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

Greenfield Farms Food, Inc. – CONVERTIBLE PROMISSORY NOTE (September 16th, 2011)

FOR VALUE RECEIVED, GREENFIELD FARMS FOOD, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of ASHER ENTERPRISES, INC., a Delaware corporation, or registered assigns (the “Holder”) the sum of $50,000.00 together with any interest as set forth herein, on September 7, 2012 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.  This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”).  Interest shall commence accruing on the date that the Note i

Greenfield Farms Food, Inc. – SECURITIES PURCHASE AGREEMENT (September 16th, 2011)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 7, 2011, by and between GREENFIELD FARMS FOOD, INC., a Nevada corporation, with headquarters located at 2840 Highway 95 ALT.  S, Silver Springs, NV   89429 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

Greenfield Farms Food, Inc. – SECURITIES PURCHASE AGREEMENT (August 11th, 2011)

This Securities Purchase Agreement (this "Agreement") is dated as of August 10, 2011 by and between Greenfield Farms Food, Inc., a Nevada corporation (the "Company") and Ascendiant Capital Partners, LLC, a Nevada limited liability company (the "Purchaser"). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article I.

Greenfield Farms Food, Inc. – REGISTRATION RIGHTS AGREEMENT (August 11th, 2011)

This Registration Rights Agreement (this "Agreement") is made and entered into as of August 10, 2011, among Greenfield Farms Food, Inc., a Nevada corporation (the "Company") and the purchaser signatory hereto ("the "Purchaser").

Greenfield Farms Food, Inc. – Greenfield Farms Food Announces $10 Million Stock Purchase Agreement With Ascendiant Capital Partners, LLC (August 11th, 2011)

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Greenfield Farms Food, Inc. – Greenfield Farms Food, Inc. Announces Distribution Agreement With Inland Seafood (July 19th, 2011)

SILVER SPRINGS, NV -- (Marketwire) -- 07/11/11 -- Greenfield Farms Food, Inc. (OTCQB: GRAS) (OTCBB: GRAS) announces that it has a distribution agreement with Inland Seafood. Inland Seafood will distribute the company's grassfed beef products to restaurants and other food service outlets in North and South Carolina. Additionally, Inland Seafood will handle order processing and distribution to Lowes Food Stores located in North and South Carolina.

Sweet Spot Games Inc – Certificate of Designation, Rights and Preferences of Series A Convertible Voting Preferred Stock of Sweet Spot Games, Inc. (April 5th, 2011)
Sweet Spot Games Inc – CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF SWEET SPOT GAMES, INC. (April 5th, 2011)

Sweet Spot Games, Inc., a corporation organized and existing under and by virtue of the corporation laws of the State of Nevada (the “Company”) hereby certifies:

Sweet Spot Games Inc – CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF SWEET SPOT GAMES, INC. (March 23rd, 2011)

Sweet Spot Games, Inc., a corporation organized and existing under and by virtue of the corporation laws of the State of Nevada (the “Company”) hereby certifies:

Sweet Spot Games Inc – Certificate of Designation, Rights and Preferences of Series A Convertible Voting Preferred Stock of Sweet Spot Games, Inc. (March 23rd, 2011)