Common use of Regulation S Representations, Acknowledgements and Warranties Clause in Contracts

Regulation S Representations, Acknowledgements and Warranties. The Subscriber represents, warrants, acknowledges, and covenants to the Company, that: (a) he is not a “US Person” as that term is defined in Rule 902 of Regulation S; (b) the Subscribed for Units are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Units may not be resold in the United States or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units or an available exemption from registration under the 1933 Act, the Subscribed for Units must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; (c) he is a resident of the country set forth on the signature page hereto; (d) he is not, and on the Closing Date will not be, an affiliate of the Company; (e) all offers and sales of the Subscribed for Units shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a six month period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Subscribed for Units or an applicable exemption from the registration requirements of the 1933 Act; (f) the Subscribed for Units have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units or any other securities of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The If the Subscriber representsis not a US Person as defined in Regulation S, warrants, acknowledges, Subscriber further represents and covenants to the Company, warrants that: (a) he is not a “US Person” as The Subscriber acknowledges that term is defined in Rule 902 of Regulation S; (b) the Subscribed for Units Shares are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Units Shares may not be resold in the United States State or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units Shares or an available exemption from registration under the 1933 Act, the Subscribed for Units Shares must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; (cb) he The Subscriber is a resident of the country set forth on the signature page hereto; (c) the Subscriber is not a “US Person” as that term is defined in Rule 902 of Regulation S, as more fully set forth in Exhibit B hereto; (d) he the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company; (e) the Subscriber agrees that all offers and sales of the Subscribed for Units Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units Shares under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units Shares have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a six month one year period commencing on the date on which this Agreement is accepted by the Company (the “"Distribution Compliance Period”"), except pursuant to an effective registration statement as to the Subscribed for Units Shares or an applicable exemption from the registration requirements of the 1933 Act;. (f) the Subscribed for Units Shares have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he the Subscriber will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Subscribed for Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units Shares or any other securities Subscribed for Shares of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The Subscriber represents, warrants, acknowledges, and covenants to the Company, that: (a) he is not a “US Person” as The Subscriber acknowledges that term is defined in Rule 902 of Regulation S; (b) the Subscribed for Units Shares are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Units Shares may not be resold in the United States State or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units Shares or an available exemption from registration under the 1933 Act, the Subscribed for Units Shares must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; (cb) he The Subscriber is a resident of the country set forth on the signature page hereto; (c) the Subscriber is not a “US Person” as that term is defined in Rule 902 of Regulation S, as more fully set forth in Exhibit A hereto; (d) he the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company; (e) the Subscriber agrees that all offers and sales of the Subscribed for Units Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units Shares under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units Shares have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a six month one year period commencing on the date on which this Agreement is accepted by the Company (the “"Distribution Compliance Period”"), except pursuant to an effective registration statement as to the Subscribed for Units Shares or an applicable exemption from the registration requirements of the 1933 Act;. (f) the Subscribed for Units Shares have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he the Subscriber will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Subscribed for Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units Shares or any other securities Subscribed for Shares of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The If the Subscriber representsis not a US Person as defined in Regulation S, warrants, acknowledges, Subscriber further represents and covenants to the Company, warrants that: (a) he is not a “US Person” as The Subscriber acknowledges that term is defined in Rule 902 of Regulation S; (b) the Subscribed for Units Flow-Through Shares are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Units Flow-Through Shares may not be resold in the United States or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units Flow-Through Shares or an available exemption from registration under the 1933 Act, the Subscribed for Units Flow-Through Shares must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; (cb) he The Subscriber is a resident of the country set forth on the signature page hereto; (c) the Subscriber is not a “US Person” as that term is defined in Rule 902 of Regulation S, as more fully set forth in Exhibit 1.4 hereto; (d) he the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company; (e) the Subscriber agrees that all offers and sales of the Subscribed for Units Flow-Through Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units Flow-Through Shares under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units Flow-Through Shares have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a six month one year period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Subscribed for Units Flow-Through Shares or an applicable exemption from the registration requirements of the 1933 Act;. (f) the Subscribed for Units Flow-Through Shares have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units Flow-Through Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he the Subscriber will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Subscribed for Flow-Through Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units Flow-Through Shares or any other securities Subscribed for Flow-Through Shares of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The Subscriber represents, warrants, acknowledges, and covenants to the Company, that: (a) he it is not a “US Person” as that term is defined in Rule 902 of Regulation S, as promulgated under the Securities Act; (b) the Subscribed for Units Flow-Through Shares are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Securities Act provided by the provisions of Regulation S as promulgated under the 1933 Securities Act, and that the Subscribed for Units Flow-Through Shares may not be resold in the United States or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Securities Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units Flow-Through Shares or an available exemption from registration under the 1933 Securities Act, the Subscribed for Units Flow-Through Shares must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Securities Act; (c) he it is a resident of the country set forth on the signature page heretoCanada; (d) he it is not, and on the Closing Date will not be, an affiliate of the Company;; Mogul Energy International, Inc. Regulation S Offering December 12, 2007 (e) all offers and sales of the Subscribed for Units Flow-Through Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units Flow-Through Shares under the 1933 Securities Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units Flow-Through Shares have been and or will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. US Person or within the United States until after the end of a six month one year period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Subscribed for Units Flow-Through Shares or an applicable exemption from the registration requirements of the 1933 Securities Act; (f) the Subscribed for Units Flow-Through Shares have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units Flow-Through Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he it will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units Flow-Through Shares or any other securities of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The If the Subscriber representsis not a US Person as defined in Regulation S, warrants, acknowledges, Subscriber further represents and covenants to the Company, warrants that: (a) he is not a “US Person” as The Subscriber acknowledges that term is defined in Rule 902 of Regulation S; (b) the Subscribed for Units Shares are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Units Shares may not be resold in the United States State or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units Shares or an available exemption from registration under the 1933 Act, the Subscribed for Units Shares must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; (cb) he The Subscriber is a resident of the country set forth on the signature page hereto; (c) the Subscriber is not a “US Person” as that term is defined in Rule 902 of Regulation S, as more fully set forth in Exhibit 1.4 hereto; (d) he the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company; (e) the Subscriber agrees that all offers and sales of the Subscribed for Units Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units Shares under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units Shares have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a six month one year period commencing on the date on which this Agreement is accepted by the Company (the “"Distribution Compliance Period”"), except pursuant to an effective registration statement as to the Subscribed for Units Shares or an applicable exemption from the registration requirements of the 1933 Act;. (f) the Subscribed for Units Shares have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he the Subscriber will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Subscribed for Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units Shares or any other securities Subscribed for Shares of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The Subscriber represents, warrants, acknowledges, and covenants to the Company, that: (a) he it is not a “US Person” as that term is defined in Rule 902 of Regulation S, as promulgated under the Securities Act; (b) the Subscribed for Units Shares are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Securities Act provided by the provisions of Regulation S as promulgated under the 1933 Securities Act, and that the Subscribed for Units Shares may not be resold in the United States or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Securities Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units Shares or an available exemption from registration under the 1933 Securities Act, the Subscribed for Units Shares must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Securities Act; (c) he it is a resident of the country set forth on the signature page heretoCanada; (d) he it is not, and on the Closing Date will not be, an affiliate of the Company; (e) all offers and sales of the Subscribed for Units Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units Shares under the 1933 Securities Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units Shares have been and or will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. US Person or within the United States until after the end of a six month one year period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Subscribed for Units Shares or an applicable exemption from the registration requirements of the 1933 Securities Act;; Mogul Energy International, Inc. Regulation S Offering December 12, 2007 (f) the Subscribed for Units Shares have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he it will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units Shares or any other securities of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The Subscriber represents, warrants, acknowledges, and covenants to the Company, that: (a) he is not a “US Person” as that term is defined in Rule 902 of Regulation S, as more fully set forth in Exhibit 1.5 hereto; (b) the Subscribed for Units are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Units may not be resold in the United States or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units or an available exemption from registration under the 1933 Act, the Subscribed for Units must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; (c) he is a resident of the country set forth on the signature page hereto; (d) he is not, and on the Closing Date will not be, an affiliate of the Company; (e) all offers and sales of the Subscribed for Units shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a six month period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Subscribed for Units or an applicable exemption from the registration requirements of the 1933 Act; (f) the Subscribed for Units have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units or any other securities of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The Subscriber represents, warrants, acknowledges, and covenants to the Company, that: (a) he is not a “US Person” as that term is defined in Rule 902 of Regulation S, as more fully set forth in Exhibit 1.5 hereto; (b) the Subscribed for Units are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Units may not be resold in the United States or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units or an available exemption from registration under the 1933 Act, the Subscribed for Units must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; (c) he is a resident of the country set forth on the signature page hereto; (d) he is not, and on the Closing Date will not be, an affiliate of the Company; (e) all offers and sales of the Subscribed for Units shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a six month one year period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Subscribed for Units or an applicable exemption from the registration requirements of the 1933 Act; (f) the Subscribed for Units have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered;; Power of the Dream Ventures, Inc. Subscription Agreement 9,600,000 Share Offering at $2.50 per Offered Share (g) he will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units or any other securities of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The Subscriber represents, warrants, acknowledges, and covenants to the Company, that: (a) he is not a “US Person” as that term is defined in Rule 902 of Regulation S, as more fully set forth in Exhibit 1.5 hereto; (b) the Subscribed for Units are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Units may not be resold in the United States or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units or an available exemption from registration under the 1933 Act, the Subscribed for Units must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; (c) he is a resident of the country set forth on the signature page hereto; (d) he is not, and on the Closing Date will not be, an affiliate of the Company; (e) all offers and sales of the Subscribed for Units shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a six month one year period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Subscribed for Units or an applicable exemption from the registration requirements of the 1933 Act; 07 05 01 Power of the Dream Ventures, Inc. Subscription Agreement 4,125,000 Share Offering at $0.34 per Offered Share Reference Date: May 1, 2007 (f) the Subscribed for Units have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units or any other securities of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.

Regulation S Representations, Acknowledgements and Warranties. The Subscriber represents, warrants, acknowledges, and covenants to the Company, that: (a) he is not a “US Person” as The Subscriber acknowledges that term is defined in Rule 902 of Regulation S; (b) the Subscribed for Units Shares are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Units Shares may not be resold in the United States State or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units Shares or an available exemption from registration under the 1933 Act, the Subscribed for Units Shares must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; (cb) he The Subscriber is a resident of the country set forth on the signature page hereto; (c) the Subscriber is not a "US PERSON" as that term is defined in Rule 902 of Regulation S, as more fully set forth in EXHIBIT A hereto; ---------- (d) he the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company; (e) the Subscriber agrees that all offers and sales of the Subscribed for Units Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Subscribed for Units Shares under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units Shares have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a six month one year period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”"DISTRIBUTION COMPLIANCE PERIOD"), except pursuant to an effective registration statement as to the Subscribed for Units Shares or an applicable exemption from the registration requirements of the 1933 Act;. (f) the Subscribed for Units Shares have not been offered to the Subscriber in the United States and the individuals making the decision to purchase the Subscribed for Units Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the decision was made and this Agreement was executed and delivered; (g) he the Subscriber will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Subscribed for Shares; (h) neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Subscribed for Units Shares or any other securities Subscribed for Shares of the Company until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.