EXHIBIT 10.3
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(for completion by non-United States residents)
QUARTZ 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
Quartz
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
Regulation S 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 (not
as a nominee or agent) for investment purposes and not with a view
towards
resale or distribution of any part thereof. The Purchaser has no
present
arrangement or intention to sell or distribute the Shares, or to
grant
participation in the Shares. The Purchaser does not have any
contract,
undertaking, agreement or arrangement with any person to sell,
transfer or grant
participation to such person, or to any third person, with respect
to any of the
Shares sold hereby;
B. The Purchaser acknowledges and agrees that the United States
Securities &
Exchange Commission has not review the offering of the Shares and
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, sold in accordance with the provisions of Regulation S of the
Act or
pursuant to an available exemption from registration. 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
Securities Act of 1933 (the "Act"), and have been issued in
reliance
upon an exemption from the registration requirements of the Act
provided by Regulation S promulgated under the Act. Such securities
may
not be re-offered for sale or resold or otherwise transferred
except in
accordance with the provisions of Regulation S, pursuant to an
effective registration under the Act, or pursuant to an
available
exemption from registration under the Act. Hedging transactions
involving the securities may not be conducted unless in compliance
with
the Act.
C. 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;
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D. 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;
E. 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;
F. 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;
G. 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;
H. The Purchaser is not
