PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT To the Directors of Paloma Enterprises, Inc. Re: Purchase of Regulation S securities Dear Board of Directors:
To
the
Directors of Paloma Enterprises, Inc.
Re:
Purchase of Regulation S securities
Dear
Board of Directors:
This
letter is being delivered by the undersigned in connection with the acquisition
of certain shares of restricted common stock of Paloma Enterprises, Inc.
(“Company”) to be issued pursuant to Regulation S of the Securities Act of 1933,
as amended, by the Company. The undersigned hereby represents and warrants
that
the statements set forth below are true and correct and understands that
the
Company will be relying on such representations and warranties in connection
with the issuance of the subject shares.
1. The
undersigned recognizes that the shares have not been registered under the
Federal Securities Act of 1933, as amended (“the Act”), or qualified under the
securities laws of any state, and therefore cannot be resold or disposed
of
unless they are registered and qualified thereunder or unless an exemption
from
registration and qualification is available.
2.
Further, the transfer of the shares is prohibited other than; i) in
accordance with Regulation S;
ii)
pursuant to registration under the Act; or iii) pursuant to an available
exemption from registration under the Act.
3.
No
hedging transactions may be conducted except in compliance with the Act.
The
undersigned further understands
that the certificate evidencing the shares will bear legends referring to
the
limitations set forth above.
4.
The
undersigned is not
a U.S. person
as
defined in Rule 902(k) of the Act, and is not acquiring the shares for the
account or benefit of any U.S. person.
5.
The
Subscriber has had access to any and all information concerning the Company,
which the Subscriber and the Subscriber’s financial tax and legal advisors
required and/or considered necessary to make a proper evaluation of this
investment.
6.
In
making the decision to purchase the securities herein subscribed for, the
Subscriber and his advisors have relied upon there own independent
investigations, and fully understand that there are no guarantees, assurances
or
promises in connection with any investment hereunder and understand that
the
particular tax consequences arising from this investment in the Company will
depend upon the Subscriber’s individual circumstances.
7.
The
Subscriber further understands that no opinion is being given as to any
securities matter involving the offering. By
reason
of its business and/or financial experience, or the business and financial
experience of its professional advisors, the undersigned is capable of
evaluating the merits and risks of this investment and of protecting its
own
interests in connection with this investment.
8.
The
Subscriber certifies that he is/is not an accredited investor, as the term
accredited is defined under United States securities laws.
9.
The
Subscriber confirms receipt of an extract, from the US Securities and Exchange
Commission website, governing Rules applicable to the issuance of Regulation
S
securities and, furthermore, the Subscriber confirms that the said Rules
have
been adequately reviewed prior to making an investment in Bio Life Remedies,
Inc.
Dated:
September 30 ,
2005
Name
of
Subscriber or Corporation: 0730333 BC
LTD.
Signature
of the Subscriber: /s/ Abbie
Zands_________________________
Address:
▇▇▇▇ ▇. ▇▇▇▇
▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ VSP
1R3__________________________
Telephone
No.
778.855.4187
E-mail address: ______________________
Number
of
Regulation S shares subscribed for
500,000 .
at
$
0.001 U.S. Funds for a total price of $ ___________.
DELIVERY
INSTRUCTIONS FOR YOUR STOCK:
As
Above
r ; or
__________________________________________
Account
reference, if applicable
__________________________________________
Contact
Name [Please Print]
Theo
Cholevas____________________________________
Address
[Please Print]
▇▇▇▇
▇. ▇▇▇▇ ▇▇▇.____________________________
▇▇▇▇▇▇▇▇▇,
▇▇, VSP
1R3
778.855.4187
Accepted:
For and on behalf of Paloma Enterprises, Inc.
By
_____________________________________
Dated:__________________________,
2005