Subscription Agreement

A.            Power of the Dream Ventures, Inc., a Delaware corporation having its principal office at 1095 Budapest, Soroksari ut 94-96, Hungary (the “Company”);

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”).

Whereas , the Company is offering on a no minimum basis (the “ Offering ”) up to an aggregate of 2,500,000 shares ( the “Offered Shares”) of its common stock (the “Common Stock”) in 10 units (the “ Units ”) of 250,000 Offered Shares each at a price of $100,000 per Unit ($0.40 per Offered Share) , or $1,000,000 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.

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:

“ 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.

“ Offered Shares ” shall have the meaning ascribed thereto in the recitals to this Agreement.

“ 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.

“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.

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 $100,000, or $0.40 per Offered Share, (the “ Purchase Price ”).

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.

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.

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 the Regulations 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.

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.

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.

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 .

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.

The Subscriber shall have purchased and paid for the Subscribed for Units by delivery of the Purchase Price.

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.

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).

The Company represents, warrants and covenants to the Subscriber that:

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 the Republic of 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.

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.

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.

The Subscriber represents, warrants and covenants to the Company that:

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, reorg