PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(for completion by United States residents)
HOST VENTURES INC.
The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees
to purchase the number of shares of common stock in the capital of Host Ventures
Inc. (the "Company"), a Nevada company, disclosed on page 5 of this Agreement at
a price of US$_______ per share for the aggregate price disclosed on page 5 of
this Agreement (U.S. dollars) (the "Funds"). Together with this Subscription
Agreement, the Purchaser is delivering to the Company the full amount of the
purchase price for the Shares in respect of which it is subscribing. The
Offering is being conducted in reliance upon the exemption from registration
requirements of the Securities Act of 1933 (the "Act") set forth in Rule 504 of
Regulation D promulgated under the Act.
2. Representations and Warranties of the Purchaser. In order to induce the
Company to accept this subscription, the Purchaser hereby represents and
warrants to, and covenants with, the Company as follows:
A. The Purchaser is purchasing the Shares for the Purchaser's own account for
investment purposes and not with a view towards distribution. The Purchaser
has no present arrangement or intention to sell the Shares;
B. The Purchaser acknowledges and agrees that the Shares have not been
registered under the Act and may not be offered or sold in the United
States or to U.S. persons unless the Shares are registered under the Act or
an exemption from the registration requirements of the Act is available.
The certificate representing the Shares will bear the following legend and
the Purchaser agrees to abide by the terms thereof:
The Securities represented hereby have not been registered under the
United States Federal or State Securities Laws and may not be offered
for sale, sold, or otherwise transferred on the books of the Company,
without registration of such securities under all applicable United
States Federal or State Securities Laws or compliance with an
applicable exemption therefrom, such compliance, at the option of the
Company, to be evidenced by an opinion of shareholder's counsel, in a
form acceptable to the Company, that no violation of such registration
provisions would result from any proposed transfer or assignment.
C. The Purchaser is not an officer, director or affiliate (as the term is
defined in the Act) of the Company;
D. The Purchaser has had the opportunity to ask and receive answers to any and
all questions the Purchaser had with respect to the Company, its Business
Plan, Management and current financial condition. The Purchaser
acknowledges that the Company is newly organized, does not have an
operating history, will likely require additional capital to complete its
business plan and that there is no assurance that the Company can obtain
additional capital or successfully complete its Business Plan;
E. The Purchaser is an accredited investor and has such knowledge and
expertise in financial and business matters that the Purchaser is capable
of evaluating the merits and risks involved in an investment in the Shares
and acknowledges that an investment in the Shares entails a number of very
significant risks and the Purchaser is able to withstand the total loss of
its investment. The Purchaser acknowledges that the Company has recommended
that each Purchaser obtain independent legal and financial advice prior to
subscribing, including but not limited to advice as to the legality of any
resale of the Shares, as well as the suitability of the investment for the
Purchaser;
F. Except as set forth in this Agreement, no representations or warranties
have been made to the Purchaser by the Company or any agent, employee or
affiliate of the Company and in entering into this transaction the
Purchaser is not relying upon any information, other than that contained in
this Agreement and the result of independent investigation by the
Purchaser;
G. The Purchaser understands that the Shares are being offered and sold to it
in reliance on specific exemptions from the registration requirements of
the United States Federal and State securities laws and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Purchaser set forth
herein in order to determine the applicability of such exemptions and the
suitability of the Purchaser to acquire the Shares;
H. The Purchaser has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms;
I. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares; and
J. This subscription for the Shares has not been induced by any
representations or warranties by any person whatsoever with regard to the
future value of the Company's securities.
3. Representations of the Company. The Company represents and warrants to the
Purchaser that:
A. The Company is duly incorporated under the laws of the State of o and is in
good standing in accordance with all applicable federal and state laws;
B. The execution, delivery and performance of this Agreement by the Company
and the performance of its obligations hereunder do not and will not
constitute a breach or violation of any of the terms and provisions of, or
constitute a default under or conflict with or violate any provisions of
(i) the Company's Articles of Incorporation or By-laws, (ii) any indenture,
mortgage, deed of trust, agreement or any instrument to which the Company
is a party or by which it or any of its property is bound, (iii) any
applicable statute or regulation, or (iv) any judgment, decree or order of
any court or government body having jurisdiction over the Company or any of
its property;
C. The execution, delivery and performance of this Agreement and the
consummation of the issuance of the Shares and the transactions
contemplated by this Agreement are within the Company's corporate powers
and have been duly authorized by all necessary corporate and stockholder
action on behalf of the Company;
D. There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending or, to the
knowledge of the Company, threatened against or affecting the Company or
any of its properties, which might result in any material adverse change in
the condition (financial or otherwise) or in the earnings, business affairs
or business prospects of the Company, or which might materially and
adversely affect the properties or assets thereof;
E. The Company is not in default in the performance or observance of any
material obligation agreement, covenant or condition contained in any
material indenture, mortgage, deed of trust or other material instrument or
agreement to which it is a party or by which it or its property may be
bound; and neither the execution, nor the delivery by the Company, nor the
performance by the Company of its obligations under this Agreement will
conflict with or result in the breach or violation of any of the terms or
provisions of, or constitute a default or result in the creation or
imposition of a lien or charge on any assets or properties of the Company
under any material deed of trust or other material agreement or instrument
to which the Company is party or by which it is bound or any statute or the
Articles of Incorporation or By-laws of the Company, or any decree,
judgment, order, ruling or regulation of any court or government agency or
body having jurisdiction over the Company or its properties;
F. There is no fact known to the Company (other than general economic
conditions known to the public generally) that has not been disclosed in
writing to the Purchaser that (i) could reasonably be expected to have a
material adverse effect on the condition (financial or otherwise) or on the
earnings, business affairs, business prospects, properties or assets of the
Company, or (ii) could reasonably be expected to materially and adversely
affect the ability of the Company to perform its obligations pursuant to
this Agreement.
4. Non-Binding Until Accepted. The Purchaser understands that this
subscription is not binding upon the Company until the Company accepts it,
which acceptance is at the sole discretion of the Company and is to be
evidenced by the Company's execution of this Agreement where indicated. The
funds advanced by the Purchaser cannot be used by the Company until the
Company has accepted the subscription and has executed this Agreement.
5. Non-Assignability. Neither this Agreement nor any of the rights of the
Purchaser hereunder may be transferred or assigned by the Purchaser.
6. Modification/Entire Agreement. This Agreement (i) may only be modified by a
written instruction executed by the Purchaser and the Company; (ii) sets
forth the entire agreement of the Purchaser and the Company with respect to
the subject matter hereof; and (iii) shall enure heirs, legal
representatives, successors and permitted assigns.
7. Governing Law. This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.
8. Notices. All Notices or other communication hereunder shall be in writing
and shall be deemed to have been duly given if delivered personally
(including courier service) or mailed by certified or registered mail,
return receipt requested, postage prepaid.
IN WITNESS WHEREOF the Purchaser has executed this Securities Subscription
Agreement on the date set forth below.
The Subscriber hereby offers to subscribe for __________________ Shares on the
terms and conditions of this Agreement and agrees to pay the Funds and delivers
herewith a certified check, money order or bank draft in the sum of
$_______________ (U.S.) made payable to the Company.
DATED: _________________________
(sign below if Subscriber is an individual)
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Signature of the Subscriber
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Printed Name of Subscriber
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Residential Address of Subscriber
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(sign below if Subscriber is a corporation)
EXECUTED by )
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in the presence of: ) per:
)
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) Authorized Signatory
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Witness
Acceptance by the Company
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This Agreement is accepted by the Company as of the day of , .
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HOST VENTURES INC.
per:
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Authorized Signatory