1. General Matters. I have carefully reviewed the Term Sheet dated March 1st, 2005 of Dating and Matchmaking. I understand that
certificates for the Preferred Shares will be issued to me promptly following the purchase of the Preferred Shares. I understand and agree that once t
his signed Agreement has been delivered to you, it may not be revoked or withdrawn, and that this Agreement is the sole contract between us.
Pricing of the Preferred Shares will be in accordance with your written confirmation to us… I acknowledge that no governmental body or agency
has approved or endorsed the sale of the Preferred Shares. Payment for the Preferred Shares in United States dollars accompanies this
Subscription Agreement.
2. Conversion of Preferred Shares. I understand that the Preferred Shares may be converted by me into shares of the common stock of
Dating and Matchmaking, Inc. (the “Conversion Shares”) as described in the Term Sheet.
3. Representations, Warranties and Agreements. I represent and warrant to you and to Dating and Matchmaking, Inc. and further agree
with you and Dating and Matchmaking, Inc. that:
(a) I understand and agree that the Preferred Shares and Conversion Shares have not been registered under the U.S. Securities Act of 1933 (“Act”)
but will be issued in reliance upon Regulation S of the U.S. Securities and Exchange Commission, an exemption from the registration
requirements of the Act for sales of securities made
(b) solely outside the United States of America to persons who are not U.S. Persons (as defined in Regulation S).. I understand that the Preferred
Shares and the Conversion Shares may not be offered or sold by me in the United States of America
(“USA”) or to any U.S. Person during the 1-year “restricted period” following the purchase of the Preferred Shares. I agree not to engage
in any hedging transactions involving the Preferred Shares or Conversion Shares unless in compliance with the Act.
(b) I have not been solicited to purchase Preferred Shares while present in the USA and I was outside the USA at the time of executing
this Application. The funds utilized for the purchase of Preferred Shares were not been obtained from any U.S. Person.
(c) I am not a “U.S. Person”, and I am purchasing the Preferred Shares for my own account and not on behalf of or for the account of any U.S. Person. I am not
purchasing the Preferred Shares as a nominee of any other person. I will notify
Dating and Matchmaking if I become aware that any person for whom I hold the
Preferred Shares has become an U.S. Person.
(d) I have not engaged in any “directed selling efforts” or any act intended to or which reasonably might have the effect of preconditioning
the U.S. market for the resale of the Preferred Shares, or Conversion Shares. I am not a “distributor” as defined in Regulation S.
However, if I should be deemed to be a distributor prior to reselling the Preferred Shares to a non-U.S. Person during the restricted period, I
will send a notice to each new purchaser of the Preferred Shares that he is subject to the restrictions of Regulation S during the 1-year
restricted period.
(e) I possess such knowledge and expertise in financial and business matters that I am capable of evaluating the merits and risks involved
in an investment in the Preferred Shares. I have full power and authority to execute and deliver this Agreement and to perform my
obligations hereunder. I, if an entity, was not formed for the purpose of investing in the Preferred Shares, and my principal business offices are
maintained at the address shown below.
(f) I understand that there can be no guarantee that Dating and Matchmaking’s business plan will be successful, and that an investment in
the Preferred Shares involves a high degree of risk, including the risk that I may lose part or all of the money invested.
4. Definitions. The terms “directed selling efforts,” “distributor,” “restricted period,” “United States” (or USA) and “U.S. Person”
used in this Application shall have the meanings respectively given them in Rule 902 of Regulation S under the Act. The term “affiliate” shal
l have the meaning assigned in Rule 144(a) under the Act.
Please furnish all information requested below, including address with postal code. All information, except signatures, should be typed or
neatly printed in the English language. I have signed this Application on the above date, at the address below, and have carefully read this Sub
scription Agreement in its entirety.
