Private Placement Subscription Agreement between Organa Gardens International Inc. and Golden Spirit Enterprises Ltd.

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Summary

Organa Gardens International Inc., a Nevada corporation, and Golden Spirit Enterprises Ltd. entered into an agreement where Golden Spirit Enterprises Ltd. will receive 2,627,440 common shares of Organa Gardens International Inc. in exchange for converting $131,372 of debt. The shares are issued at $0.05 each. The agreement specifies that the securities have not been registered under the U.S. Securities Act of 1933 and are subject to restrictions on resale and hedging unless certain legal requirements are met.

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EX-10.05 6 ex1005.htm MATERIAL CONTRACT

EXHIBIT 10.05

LEGACY WINE & SPIRITS INTERNATIONAL LTD.

Private Placement Subscription Agreement

 

Name of Purchaser

Golden Spirit Enterprises Ltd.
     (the “Purchaser”)
   

Address

1802 Goya Street
   

City

Jonquiere
   

Province

Quebec
   

Country

Canada
   

Postal Code

G7Z 1C3
   

Date

November 15, 2010
   

Payment Method

Conversion of Debt

# Shares Purchased

         2,627,440   x  US $0.05      =        $    131,372__

(the “Shares”)                                Subscription Price

 

/s/ Christopher Scheive                            Please make cheque payable to:

Signature of Purchaser                           “Legacy Wine & Spirits International Ltd.”

 

These securities have not been registered under the Securities Act of 1933(the “US Securities Act”) and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the US Securities Act, or an exemption from the registration requirements of the US Securities Act is available. Hedging Transactions involving these securities may not be conducted unless in compliance with the US Securities Act.

    This Subscription is accepted for and on behalf of Organa Gardens International Inc.


        By: /s/ Jaclyn Cruz                                                Date: December 8, 2010

              Jaclyn Cruz, President


1.0   Purchase and Sale of Shares


1.1   The Purchaser subscribes for and agrees to receive, as a conversion of debt, common shares of Organa Gardens International Inc.., a Nevada Corporation (the “Issuer”) in the amount set out above (the “Shares”), to be recorded in the name of the Purchaser at the address set out above.

 

Legacy Wine & Spirits International Ltd. 541-702 Kentucky St. Bellingham, WA, 98225     

 Phone: 1 ###-###-####      Fax: 1 ###-###-####     E-mail:   ***@***


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