SUBSCRIPTION AGREEMENT DATED MAY 1, 2007 FOR REFERENCE BY AND BETWEEN And RECITALS
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THE
SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED
UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED
OR
SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR
FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES
UNDER, OR AN EXEMPTION FROM, THE PROSPECTUS AND REGISTRATION REQUIREMENTS
OF THE 1933 ACT, OR (B) IN THE REPUBLIC OF HUNGARY OR TO RESIDENTS
OF
REPUBLIC OF HUNGARY EXCEPT PURSUANT TO THE APPLICABLE SECURITIES
LAWS AND
REGULATIONS OR PURSUANT TO AN EXEMPTION ORDER MADE BY THE APPROPRIATE
GOVERNMENTAL SECURITIES
REGULATOR(S).
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DATED MAY
1, 2007 FOR REFERENCE
BY
AND BETWEEN
A. POWER
OF THE
DREAM VENTURES, INC., a Delaware corporation having its principal office
at 1095 Budapest, Soroksari ut 94-96, Hungary (the
“Company”);
And
B. The
undersigned subscriber [£
a natural
person, £
a trust, £
a corporation,
£
a
partnership, £
other (please specify)
______________________] having an office or residential
address, as the case may be, set forth on the Signature Page hereto
(the “Subscriber”).
RECITALS
WHEREAS,
the Company is offering on a no minimum basis (the “Offering”)
up to an aggregate of 5,250,000 shares (the
“Offered Shares”) of its common stock
(the “Common Stock”) in
70 units (the “Units”) of 75,000 Offered
Shares each at a price of $25,500 per Unit ($0.34
per Offered Share), or $1,785,000
in
the aggregate.
WHEREAS,
the Company will offer and sell Offered Shares only to investors (i) who are
not
“U.S. Persons” as defined in Regulation S as promulgated under the Securities
Act of 1933, as amended (the “1933 Act”) and (ii) who otherwise
satisfy any applicable criteria established by the laws of the jurisdiction
in
which they reside.
07
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Power
of
the Dream Ventures, Inc.
4,125,000
Share Offering at $0.34 per Offered Share
Reference
Date: May 1, 2007
Page
2 of
17
WHEREAS,
the Subscriber desires to purchase from the Company and the Company desires
to
sell to the Subscriber the number of Units set forth on the Signature Page
hereof (the “Subscribed for Units”), subject to the terms and
conditions set forth herein.
NOW
THEREFORE, in consideration of the recitals and the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as
follows:
AGREEMENTS
The
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Alt 6.
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1.
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Subscription
and Purchase of Shares;
Closing.
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1.1
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Definitions.
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“1933
Act” shall have the meaning ascribed thereto in the recitals to this
Agreement.
“1934
Act” shall mean the United States Securities Exchange Act of 1934, as
amended.
“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly
controls or is controlled by or under common control with such
Person. For the purposes of this definition, "control," when used
with respect to any Person, means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms of "affiliated," "controlling" and "controlled" have
meanings correlative to the foregoing.
“Agreement”
means this Subscription Agreement.
“Business
Day” means any day except Saturday, Sunday and any day which shall be
a
legal holiday or a day on which banking institutions in the State of New York
generally are closed.
“Closing
Date” shall have the meaning ascribed thereto in Section
1.4 hereof.
“Commission”
means the Securities and Exchange Commission.
“Common
Sock” means shares of the Company's common stock, $0.001 par value, or
such securities that such stock shall hereafter be reclassified
into.
“Company,”
shall have the meaning ascribed thereto in the preamble.
“Effective
Date” shall have the meaning ascribed thereto in Section
7.12 hereof.
“Offered
Shares” shall have the meaning ascribed thereto in the recitals to this
Agreement.
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Power
of
the Dream Ventures, Inc.
4,125,000
Share Offering at $0.34 per Offered Share
Reference
Date: May 1, 2007
Page 3
of 17
“Offering”
means the offering of Offered Shares.
“Person”
means an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or political subdivision thereof) or
other entity of any kind.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.
“Purchase
Price” shall have the meaning ascribed thereto in Section
1.2 hereof.
“Reference
Date” shall have the meaning ascribed thereto in Section
7.12 hereof.
“SEC
Filings” shall have the meaning ascribed thereto in
Section 4.5 hereof.
“Subscribed
for Units” shall have the meaning ascribed thereto in recitals to this
Agreement.
“US
Person” shall have the meaning ascribed thereto in Section
1.5 hereto.
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1.2
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Subscription
and Purchase of
Shares.
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Subject
to the terms and conditions herein set forth, the Subscriber hereby subscribes
for and agrees to purchase from the Company the Subscribed for
Units, at a price per Unit of $25,500, or $0.34 per Offered Share, (the
“Purchase Price”).
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1.3
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Payment
of Purchase Price.
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Simultaneously
with the execution and delivery of this Agreement by the Subscriber, the
Subscriber shall deliver the Purchase Price by check payable to the Company
or
by wire transfer of funds pursuant to wiring instructions provided by the
Company and as set forth on Exhibit 1.3
hereto.
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1.4
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Closing.
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The
closing of the purchase and sale of the Subscribed for Units (the
“Closing”) shall take place at the offices of the Company
simultaneously with the execution and delivery of this Agreement by the Company,
or at such other time and place or on such other business day thereafter as
the
parties hereto may agree (the “Closing Date”). As soon as
practicable following the Closing Date, the Company will deliver or cause to
be
delivered a certificate(s) representing the Offered Shares constituting the
Subscribed for Units to the Subscriber against confirmation of collection of
the
Purchase Price.
07
05
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Power
of
the Dream Ventures, Inc.
4,125,000
Share Offering at $0.34 per Offered Share
Reference
Date: May 1, 2007
Page 4
of 17
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1.5
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Limitations
of Offering.
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The
Subscriber acknowledges that the Company is offering and selling the Offered
Shares only to investors (the “Qualified Subscribers”) who are
(a) who are not “US Persons” as that term is defined in Rule
902(o) of Regulation as promulgated under the 1933 Act and (b) who otherwise
satisfy any applicable criteria established by the laws of the jurisdiction
in
which they reside.
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1.6
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No
Minimum Number of Offered Shares Need be
Sold.
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The
Subscriber acknowledges that the Company is offering and selling the Offered
Shares on a no minimum basis, and further acknowledges and understands that
since there is no minimum number of Units to be sold, no proceeds will be held
in an escrow account and all funds will be immediately available to, and for
use
by, the Company. Subscriber further acknowledges that he may be the only
investor in the Offering.
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2.
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Subscriber’s
Conditions of Closing.
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The
Subscriber’s obligation to purchase and pay for the Subscribed for Units is
subject to the satisfaction or waiver of the condition that the representations,
warranties and covenants of the Company set forth in Section 4
hereof shall be true in all material respects on and as of the Closing Date,
except to the extent of changes caused by the transactions herein contemplated;
and, if the Closing Date is other than the date hereof, the Company shall
deliver to Subscriber a certificate of a duly authorized officer of the Company,
dated the Closing Date, to such effect.
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3.
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Company’s
Conditions of Closing.
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The
Company’s obligation to sell the Subscribed for Units is subject to the
satisfaction or waiver, on or before the Closing Date, of the conditions
contained in this Section 3.
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3.1
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Representations,
Warranties and
Covenants.
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The
representations, warranties and covenants of the Subscriber set forth in
Section 5 hereof shall be true in all material respects on and
as of the Closing Date.
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3.2
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Payment
of Purchase Price.
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The
Subscriber shall have purchased and paid for the Subscribed for Units by
delivery of the Purchase Price.
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3.3
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No
Adverse Action or
Decision.
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There
shall be no action, suit, investigation or proceeding pending, or to the
Company’s knowledge, threatened, against or affecting the Company or any of its
properties or rights, or any of its affiliates, associates, officers or
directors, before any court, arbitrator, or administrative or governmental
body
that (i) seeks to restrain, enjoin, prevent the consummation of or otherwise
adversely affect the transactions contemplated by this Agreement, or (ii)
questions the validity or legality of any such transaction or seeks to recover
damages or to obtain other relief in connection with any such
transaction.
07
05
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Power
of
the Dream Ventures, Inc.
4,125,000
Share Offering at $0.34 per Offered Share
Reference
Date: May 1, 2007
Page 5
or 17
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3.4
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Compliance
with Securities Laws.
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The
offer
and sale of the Subscribed for Units under this Agreement shall have complied
with, and shall not be prohibited by, all applicable requirements of the 1933
Act or applicable Hungarian Securities Laws (as hereinafter
defined).
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4.
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Representations
and Warranties of the
Company.
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The
Company represents, warrants and covenants to the Subscriber that:
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4.1
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Corporate
Existence and
Business.
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The
Company is a Company duly organized, legally existing, and in good standing
under the laws of the State of Delaware with the requisite corporate power
and
authority to own and use its properties and assets and to carry on its business
as currently conducted. The Company is currently a development stage start-up
technology company focused on the acquisition and development of intellectual
property and technologies
in Hungary for commercialization in international markets. The Company seeks
to
acquire rights to and interests in intellectual property and technologies
through a variety of methods including, but not limited to, the direct
investment in entities owning or developing the intellectual property, licensing
of the intellectual property or technology, or a joint venture arrangement
to
mutually develop and commercialize the intellectual property or
technologies.
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4.2
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Authorization;
Enforcement.
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The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement, and otherwise to
carry out its obligations hereunder. The execution and delivery of
this Agreement by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of the Company. When executed and delivered in accordance with
the terms hereof, this Agreement shall constitute the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with
its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating
to,
or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application. Anything herein to the
contrary notwithstanding, this Agreement shall not become a binding obligation
of the Company until it has been accepted by the Company as evidenced by its
execution by a duly authorized officer.
07
05
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Power
of
the Dream Ventures, Inc.
4,125,000
Share Offering at $0.34 per Offered Share
Reference
Date: May 1, 2007
Page 6
or 17
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4.3
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Agreement
Not in Conflict.
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The
execution and delivery of this Agreement by the Company and the completion
of
the transactions contemplated hereby do not and will not conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute
a
default under (whether after notice or lapse of time or both): (A) any statute,
rule or regulation applicable to the Company; (B) the charter documents, by-laws
or resolutions of the Company which are in effect at the date hereof; (C) any
mortgage, note, indenture, contract, agreement, instrument, lease or other
document to which the Company is a party or by which it is bound; or (D) any
judgment, decree or order binding the Company or, to the best of its knowledge,
information and belief, the property or assets of the Company.
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4.4
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Authorized
and Outstanding Capital
Stock.
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The
Company’s authorized capital stock of consists of consists of 250,000,000 shares
of Common Stock, and 10,000,000 preferred shares, $0.001 par
value. As of the Reference Date there were 37,300,000 shares of our
common stock issued and outstanding and no shares of preferred stock issued
and
outstanding. If all of the Offered Shares are sold there will be an
aggregate of 42,550,000 shares of Common Stock issued and
outstanding.
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4.5
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Reporting
Issuer Status.
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The
Company has a reporting obligation under Section 12(g) of the 1934 Act and
files
current, quarterly and annual reports with the Commission on forms 8-K, 10-QSB
and 10-KSB (collectively, the “SEC Filings”). The filed
material may be inspected and copied at the Public Reference Room maintained
by
the Commission at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You can
obtain information about operation of the Public Reference Room by calling
the Commission at 1-800-U.S. The Commission also maintains an Internet site
that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the
U.S. Securities & Exchange Commission at xxxx://xxx.xxx.xxx.
Copies of such material can be obtained from the public reference section of
the
U.S. Securities & Exchange Commission at prescribed rates. The
Company is current in its filings with the Commission.
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4.6
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Market
for the Company’s Common
Stock.
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There
currently is no trading market
for the Company’s securities and no assurance can be given that a trading market
for such securities will develop.
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5.
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Representations,
Warranties and Acknowledgements of
Subscriber.
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The
Subscriber represents, warrants and covenants to the Company
that:
07
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Power
of
the Dream Ventures, Inc.
4,125,000
Share Offering at $0.34 per Offered Share
Reference
Date: May 1, 2007
Page
7 or 17
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5.1
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Organization;
Authority.
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The
Subscriber has the requisite power and authority to enter into and to consummate
the transactions contemplated hereby and to carry out its obligations
hereunder. The Subscriber:
(a) if
a company, trust, partnership, qualified plan or other entity, further warrants
and represents that it is duly incorporated or formed, validly existing and
in
good standing under the laws of the jurisdiction of its organization and is
authorized and qualified to become a holder of the Subscribed for Units, the
person signing this Agreement on behalf of such entity has been duly authorized
to execute and deliver this agreement, and the acquisition of the Subscribed
for
Units by the Subscriber and the consummation by the Subscriber of the
transactions contemplated hereby have been duly authorized by all necessary
action to be taken on the part of the Subscriber;
(b) if
not an individual, further warrants and represents that it has the requisite
power, authority and legal capacity to execute and deliver this Subscription
Agreement, to perform all of its obligations hereunder and to undertake all
actions required of the Subscriber hereunder, and all necessary approvals of
its
directors, partners, shareholders, trustees or otherwise (as the case may be)
with respect to such matters have been given or obtained; and
(c) in
any case, represents and warrants that this Agreement has been duly executed
and
delivered by the Subscriber and constitutes a valid and legally binding
obligation of the Subscriber, enforceable against the Subscriber, in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights generally and to general principles
of equity. The entering into of this Agreement and the transactions
contemplated hereby will not result in a violation of any of the terms or
provisions of any law applicable to the Subscriber, or any of the Subscriber’s
charter documents, or of any agreement to which the Subscriber is a party or
by
which it is bound.
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5.2
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Acquisition
of Offered Shares for
Investment.
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The
Subscriber is acquiring the Subscribed for Units as principal for its own
account for investment purposes only and not with a view to or for distributing
or reselling the Subscribed for Units or any part thereof or interest
therein. Except as otherwise disclosed in writing to the Company, the
Subscriber is not acting jointly or in concert with any other person or company
for the purposes of acquiring any of the Offered Shares.
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5.3
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Experience
of Subscriber.
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The
Subscriber either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters
so as
to be capable of evaluating and assessing the merits and risks of the
prospective investment in the Subscribed for Units, and has so evaluated the
merits and risks of such investment and has determined that the Subscribed
for
Units are suitable to investment for him.
07
05
01
Power
of
the Dream Ventures, Inc.
4,125,000
Share Offering at $0.34 per Offered Share
Reference
Date: May 1, 2007
Page
8 or 17
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5.4
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Ability
of Subscriber to Bear Risk of
Investment.
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The
Subscriber acknowledges that the purchase of the Subscribed for Units is a
highly speculative investment, involving a high degree of risk and the
Subscriber is able to bear the economic risk of an investment in the Subscribed
for Units; and, at the present time, is able to afford a complete loss of such
investment.
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5.5
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No
Conflict or Violation.
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The
execution, delivery, and performance of this Agreement by Subscriber and the
consummation by Subscriber of the transactions contemplated hereby will not
conflict with or result in a default under the terms of any material contract,
agreement, obligation or commitment applicable to Subscriber. The execution,
delivery and performance by the Subscriber of this Subscription Agreement and
the completion of the transaction contemplated hereby do not and will not result
in a violation of any law, regulation, order or ruling applicable to the
Subscriber, and do not and will not constitute a breach of or default under
any
of the Subscriber’s charter documents (if the Subscriber is not a natural
person) or any agreement to which the Subscriber is a party or by which it
is
bound.
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5.6
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Regulation
S Representations, Acknowledgements and
Warranties.
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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 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
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Power
of
the Dream Ventures, Inc.
Subscription
Agreement
4,125,000
Share Offering at $0.34 per Offered Share
Reference
Date: May 1, 2007
Page
9 or 17
(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.
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5.7
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Transfer
Restrictions.
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(a) The
Subscriber acknowledges that the certificates representing the Offered Shares,
shall bear a legend substantially as follows:
“THE
SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE NOT BEEN REGISTERED UNDER
THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY
OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT
OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, IN COMPLIANCE WITH
REGULATION S AND/OR OTHER APPLICABLE EXEMPTION FROM, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT, OR (B) IN REPUBLIC OF HUNGARY OR TO RESIDENTS
OF
REPUBLIC OF HUNGARY EXCEPT PURSUANT TO APPLICABLE SECURITIES LAWS AND
REGULATIONS IN EACH CASE AS EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO
THE
COMPANY.”
(b) The
Subscriber understands and acknowledges that the Company has the right not
to
record a purported transfer of the Subscribed for Units, without the Company
being satisfied that such transfer is exempt from or not subject to (a)
registration under the U.S. 1933 Act and any applicable state securities laws,
and (b) the registration and prospectus requirements under Hungarian Securities
Laws.
07
05
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Power
of
the Dream Ventures, Inc.
Subscription
Agreement
4,125,000
Share Offering at $0.34 per Offered Share
Reference
Date: May 1, 2007
Page
10 or 17
(c) In
addition to resale restrictions imposed under U.S. federal securities law,
there
are additional restrictions on the Subscriber’s ability to resell the Subscribed
for Units under applicable Hungarian Securities Law.
(d)
The Subscriber understands and acknowledges that the Company is not obligated
to
file and, except as provided in a registration rights agreements of even date
herewith between the Subscriber and the Company, has no present intention of
filing any registration statement or prospectus in respect of re-sales of the
Subscribed for Units with the SEC in the United States or with any of the
provincial securities regulatory authorities in Republic of
Hungary.
(e) The
Subscriber confirms that it has been advised to consult its own legal and
financial advisors with respect to the suitability of the Subscribed for Units
as an investment for the Subscriber and the resale restrictions (including
“hold periods”) to which the Subscribed for Units will be
subject under applicable securities legislation and confirms that no
representation has been made to the Subscriber by or on behalf of the Company
with respect thereto.
(f) The
Subscriber will not resell any Subscribed for Units except in accordance with
the provisions of applicable securities legislation and stock exchange
rules.
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5.8
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No
Offering Memorandum.
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The
Subscriber acknowledges that the offering is being conducted without delivery
of
an offering memorandum and that it has not relied on any oral representation,
warranty or information in connection with the offering of the Subscribed for
Units by the Company, or any officer, employee, agent, affiliate or subsidiary
of the Company.
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5.9
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No
Approval by Regulatory
Authority.
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The
Subscriber understands that no securities commission, stock exchange,
governmental agency, regulatory body or similar authority has made any finding
or determination or expressed any opinion with respect to the merits of an
investment in Offered Shares of which the Subscribed for Units are a
part.
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5.10
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No
Representation as to Value of Offered
Shares.
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The
Subscriber confirms that neither the Company nor any of its directors,
employees, officers, consultants, agents or affiliates, has made any
representations (written or oral) to the Subscriber regarding the future value
of the Offered Shares and acknowledges and confirms that no representation
has
been made to the Subscriber with respect to the listing of the Offered Shares
on
any exchange or that application has been or will be made be made for such
listing. In making its investment decision with respect to the Subscribed for
Units, the Subscriber has relied solely upon publicly available information
relating to the Company and the written representation made by or on behalf
of
the Company herein.
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
Page
11 or 17
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5.11
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No
Advertisement.
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The
Subscriber is not and has not become aware of any advertisement in printed
public media or on radio, television or other form of communication (including
electronic display such as the Internet) with respect to the
Offering.
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5.12
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Conditional
Sale.
|
The
Subscriber understands that the sale and delivery of the Subscribed for Units
is
conditional upon such sale being exempt from the registration and prospectus
requirements under applicable securities legislation or upon the issuance of
such orders, consents or approvals as may be required to permit such sale and
delivery without complying with such requirements. If required under applicable
securities legislation or regulatory policy, or by any securities commission,
stock exchange or other regulatory authority, the Subscriber will execute,
deliver, file and otherwise assist the Company in filing such reports,
undertakings and other documents with respect to the issue of the Subscribed
for
Units.
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5.13
|
No
Joint Action.
|
Except
as
disclosed in writing to the Company, the Subscriber does not act jointly or
in
concert with any other person or company for the purposes of acquiring the
Subscribed for Units.
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5.14
|
Tax
Consequences.
|
The
Subscriber understands that the investment in the Subscribed for Units may
have
tax consequences under applicable taxation laws, that it is the sole
responsibility of the Subscriber to determine and assess such tax consequences
as may apply to its particular circumstances, and the Subscriber has not
received and is not relying on the Company for any tax advice
whatsoever.
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5.15
|
Legal
Advice.
|
The
Subscriber is responsible for obtaining such legal advice as he, she or it
considers appropriate in connection with the execution and delivery of this
Subscription Agreement and the purchase of the Subscribed for
Units.
|
5.16
|
Risk
Acknowledgement.
|
The
Subscriber acknowledges that the purchase of the Shares is a speculative
investment involving
substantial business and market risks.
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
Page
12 or 17
|
6.
|
Reliance
and Indemnification.
|
|
6.1
|
Reliance
and Timeliness.
|
The
Subscriber understands and acknowledges that (i) the Offered Shares are being
offered and sold to the Subscriber without registration under the Securities
Act or applicable Hungarian securities laws in a private placement that is
exempt from the registration provisions of the Securities Act and/or
the requirements of applicable Hungarian securities laws and (ii) the
availability of such exemption, depends in part on, and the Company will rely
upon, the accuracy and truthfulness of, the foregoing representations and
warranties and the Subscriber hereby consents to such reliance. The Subscriber
agrees that the representations, warranties and covenants of the Subscriber
contained herein (or in any Representation Letter executed and delivered by
the
Subscriber pursuant to the provisions hereof) shall be true and correct both
as
of the execution of this Subscription Agreement and as of the Closing Date,
and
shall survive the completion of the distribution of the Offered
Shares. The Subscriber hereby agrees to notify the Company
immediately of any change in any representation, warranty, covenant or other
information relating to the Subscriber contained in this Agreement which takes
place prior to Closing.
|
6.2
|
Indemnification.
|
The
Subscriber agrees to indemnify the Company, and each of its officers, directors,
employees, consultants and agents from and against all losses, claims, costs,
expenses, damages or liabilities that any of them they may suffer or incur
as a
result of or in connection with their reliance on such representations,
warranties and covenants. The Subscriber acknowledges and agrees that
the Company acts as trustee of the Subscriber’s covenants hereunder for each of
its officers, directors, employees, consultants and agents entitled to indemnity
hereunder and shall be entitled to enforce such covenants on behalf of such
persons.
|
7.
|
Miscellaneous.
|
|
7.1
|
Amendment;
Waivers.
|
No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by both the Company and the
Subscriber; or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought. No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed
to
be a continuing waiver in the future or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either
party
to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.
|
7.2
|
Survival
of Representations and
Warranties.
|
All
representations, warranties and agreements contained herein or made in writing
by or on behalf of any party to this Agreement in connection herewith shall
survive the execution and delivery of this Agreement.
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
Page
13 or 17
|
7.3
|
Successors
and Assigns; No Third
Party.
|
All
covenants and agreements in this Agreement contained by or on behalf of the
parties hereto shall be binding upon and inure to the benefit of the parties
and
their respective successors and assigns and, to the extent provided in this
Agreement.
|
7.4
|
Notices.
|
Any
and
all notices or other communications or deliveries required or permitted to
be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this
Section prior to 4:30 p.m. (New York Time) on a business day, (ii) the business
day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile telephone number specified in the this Agreement
later than 4:30 p.m. (New York Time) on any date and earlier than 11:59 p.m.
(New York Time) on such date, (iii) the business day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv)
upon actual receipt by the party to whom such notice is required to be
given. The address for such notices and communications shall be as
follows:
|
If
to the Company:
|
Power
of the Dream Ventures,
Inc.
|
|
|
1095
Budapest
|
|
|
Soroksari
ut 00-00
|
|
|
Xxxxxxx
|
|
|
Telephone:
|
x00-0-000-0000
|
|
|
Facsimile:
|
x00-0-000-0000
|
If
to the Subscriber: At the address set forth below the Subscriber’s
name on the signature page hereto; or, such other address as may be designated
in writing hereafter, in the same manner, by such party.
|
7.5
|
Headings.
|
The
headings herein are inserted for convenience only and do not constitute a part
of this Agreement. Whenever the context requires, the gender of any
word used in this Agreement includes the masculine, feminine or neuter, and
the
number of any word includes the singular or plural. Unless the context otherwise
requires, all references to articles and sections refer to articles and sections
of this Agreement, and all references to schedules are to schedules attached
hereto, each of which is made a part hereof for all purposes. The descriptive
headings of the several articles and sections of this Agreement are inserted
for
purposes of reference only, and shall not affect the meaning or construction
of
any of the provisions hereof.
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
Page
14 or 17
|
7.6
|
Governing
Law; Consent to
Jurisdiction.
|
The
corporate laws of the State of Delaware shall govern all issues concerning
the
relative rights of the Company and its shareholders. All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or
rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
for the adjudication of any dispute hereunder or in connection herewith or
therewith, or with any transaction contemplated hereby or discussed herein,
and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction
of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING
OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
|
7.7
|
Remedies.
|
In
addition to being entitled to exercise all rights provided herein or granted
by
law, including recovery of damages, the Subscriber will be entitled to specific
performance of the obligations of the Company hereunder. The Company
and the Subscriber agree that monetary damages would not be adequate
compensation for any loss incurred by reason of any breach of its obligations
described in the foregoing sentence and hereby agrees to waive in any action
for
specific performance of any such obligation the defense that a remedy at law
would be adequate.
|
7.8
|
Entire
Agreement.
|
This
Agreement and the other writings referred to herein or delivered pursuant hereto
contain the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or
understandings with respect thereto.
|
7.9
|
Severability.
|
Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and the parties will attempt to agree upon a valid and
enforceable provision which shall be a reasonable substitute therefore, and
upon
so agreeing, shall incorporate such substitute provision in this
Agreement. Any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
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
Page
15 or 17
|
7.10
|
Counterparts.
|
This
Agreement may be executed in any number of counterparts, all of which when
taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.
|
7.11
|
Fees
and Expenses.
|
Except
as
otherwise provided herein, each of the parties hereto shall pay its own fees
and
expenses, including attorney fees, in connection with the transactions
contemplated by this Agreement.
|
7.12
|
English
Language.
|
The
Subscriber acknowledges that it has consented to and requested that all
documents evidencing or relating in any way to the sale of the Offered Shares,
of which the Subscribed for Units are part, be drawn up in the English language
only.
|
7.13
|
Knowledge.
|
As
used
in this Agreement, the term “knowledge” of any person or entity shall mean and
include (i) actual knowledge and (ii) that knowledge which a reasonably prudent
business person could have obtained in the management of his or her business
affairs after making due inquiry and exercising due diligence which a prudent
business person should have made or exercised, as applicable, with respect
thereto.
|
7.14
|
Reference
Date and Effective
Date.
|
May
1,
2007 is the “reference date” of this Agreement. The date of acceptance of this
Agreement by the Company, as set forth on the signature page, shall be the
“effective date” hereof.
|
7.15
|
Currency.
|
All
dollar references herein are to U.S. dollars unless otherwise
indicated.
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
Page
16 or 17
IN
WITNESS WHEREOF, the parties hereto caused this Agreement to be duly
executed as of the dates set forth below.
|
Date
the
Subscription: ,2007
|
|||
| (Name of Subscriber – please print) |
Number
Of Subscribed for Units:____________________
|
||
|
Price
Per Unit: $25,500
|
|||
|
Aggregate
Consideration: $_______________________
|
|||
|
By:
|
|||
|
Authorized
Signature
|
Paid
by □ Check □ Wire
Transfer
|
||
|
(Official
Capacity or Title – please print)
|
(Subscriber’s
Address including Country of Residence)
|
||
|
(Please
print name of individual whose signature appears above if different
than
the name of the subscriber printed above.)
|
|||
|
(Telephone
Number)/(Facsimile Number)
|
|||
| Tax Identification Number: |
Email
Address:
|
||
ACCEPTANCE
The
Company hereby accepts the above subscription for the Subscribed for Units
effective the ____________day of ________________, 2007.
|
Address:
|
Power
of the Dream Ventures, Inc.
|
||
|
Power
of the Dream Ventures, Inc.
|
|
1095
Budapest
|
|
|
Soroksari
ut 94-96
|
|||
|
By:
|
Hungary
|
||
|
Name:
|
Telephone: x00-0-000-0000
|
||
|
Title:
President
|
|||
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
Page
17 or 17
Exhibit
1.3
WIRE
TRANSFER INFORMATION
Remit
U.S. Dollar Wire Payments to:
|
Name
of the acct:
|
|
Acct
no:
|
1500876685
|
|
Name
of the Bank:
|
Signature
Bank
|
|
|
000
Xxxxx Xxxxxx, 0xx
xxx
|
|
|
Xxx
Xxxx XX 00000
|
|
Bank
Swift no:
|
XXXXXX00.
|
