SUBSCRIPTION AGREEMENT
 |
2405
Ping Drive
Henderson,
NV 00000
(000)
000-0000
Fax
(000) 000-0000
|
1.
Subscription.
The
undersigned hereby subscribes for the number of Units and at the price set
forth
on the Subscription Agreement Signature Page (herein, “Signature Page”), of
International
Star Inc.,
a
Nevada corporation, par value $0.001 per share. Each unit (at
$0.015)
consisting of one share of Common Stock and a share Purchase Warrant; each
Warrant entitles the holder to purchase one share at 75% of the closing price
of
ILST stock on the date of exercise per share on or before March 13,
2007. The undersigned agrees to tender payment as set forth on the
signature page.
2.
Representations,
Warranties, and Acknowledgments by the Undersigned.
The
undersigned represents, warrants, and acknowledges to the Company as
follows:
(a)
All
Company information is filed on form 10KSB and 10QSB, and that, the undersigned
has relied on that information.
(b)
The
undersigned is purchasing Shares in the Company without being furnished any
offering literature or prospectus.
(c)
The
Shares have not been registered under the Securities Act of 1933, as amended
(the "Act"), in reliance upon the exemption from registration contained in
Section 4.2 of the Act and Regulation D promulgated there under and, therefore,
neither can be resold unless they are registered under the Act or unless
an
exemption from registration is available. The Shares have not been
registered or qualified under the securities laws of any state and the
undersigned has no right to require any such registration or
qualification.
(d)
The
undersigned is acquiring the Shares for long-term investment and not with
a view
toward resale, fractionalization, division, or distribution
thereof;
(e)
The
undersigned realizes that the Units should not be purchased unless the
undersigned has liquid assets sufficient to assure that such purchase will
cause
no undue financial difficulties and the undersigned can otherwise provide
for
current needs and possible personal contingencies;
(f)
The
undersigned understands that his ability to transfer Shares and Warrants
will be
restricted, that transfers may not be made unless the transfer is not in
violation of the Securities Act of 1933, as amended, and applicable state
securities laws (including investment suitability standards), that the Company
will consent to a transfer only if, among other things, the transferee meets
and
represents that he meets the financial suitability standards required of
an
initial subscriber.
(g)
The
undersigned understands that the books and records of the Company will for
good
cause shown be available, upon reasonable notice, for inspection during normal
business hours at the Company's place of business.
(h)
All
information the undersigned has heretofore furnished to the Company or that
is
set forth herein with respect to himself, his financial position and his
business and investment experience is correct and complete as of the date
hereof, and if there should be any material change in such information prior
to
the closing of the sale of the Units ("closing"), the undersigned will
immediately furnish the revised or corrected information to the
Company.
(i)
No
person other that the undersigned will have a direct or indirect interest
in the
Units subscribed for hereby.
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(j)
The
undersigned has evaluated the risks of investing in the Company and has
substantial experience in making investment decisions of this type or is
relying
on his professional advisors or purchaser representatives(s), if applicable,
in
making this investment decision.
(k)
The
undersigned understands the fundamental aspects of and risks involved in
an
investment in the Company, including (1) the nature of the investment, (2)
the
financial hazards involved, including the risk of losing the entire investment,
(3) the lack of liquidity and the restrictions on transferability of the
Shares,
and (4) the business of the Company.
(l)
The
address set forth on the Signature Page is the undersigned’s true and correct
residence address, and the undersigned has no present intention of becoming
a
resident on any other state or jurisdiction.
3.
Accredited
Investor. The
undersigned represents that he/she ( ) is
(Th) is not an accredited investor by
complying with at least one of the below provisions (check all applicable
provisions below):
(
)
I have a net worth either individually or jointly with my spouse in excess
of
$1,000,000.
(
)
My income has exceeded $200,000 per year for the last two years and I anticipate
the same level of income for the next year.
(
)
The income of my spouse and I has exceeded $300,000 for the past two years
and
we anticipate the same level of income for the next year.
(
)
The undersigned is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution
supervised by state or federal authority.
(
)
I am a Broker-Dealer registered with the Commission under the Exchange
Act.
(
)
The undersigned is a corporation, partnership or business trust with total
assets of $5,000,000 not formed solely for the purchase of securities offered
pursuant to Regulation D.
4.
Not
an accredited investor. The
undersigned acknowledges to the Company that he does not meet any of
the provisions as stated in Section 3 above and so indicates that;
T.H
(initial
if applicable)
5.
Miscellaneous
(a)
The
undersigned agrees to indemnify and hold harmless the Company, and each of
the
officers, directors and shareholders, from and against any loss, damage or
liability due to or arising out of a breach of any of the foregoing
representations contained herein.
(b)
If
the undersigned is more that one person or entity, the obligations of the
undersigned shall be joint and several; and the representation and the
indemnification obligation herein contained shall be deemed to be made by
and
binding upon each such person and his heirs, executors, administrators,
successors and assigns.
(c)
This
subscription is not transferable or assignable by the undersigned.
(d)
This
subscription, upon acceptance by the Company, shall be binding upon the heirs,
executors, administrators, successors and assigns of the
undersigned.
(e)
This
Subscription Agreement shall be construed in accordance with, and governed
by
the laws of the State of Nevada.
| SUBSCRIPTION AGREEMENT |
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International
Star, Inc. (Issuer)
Subscription
Agreement Signature Page
The
undersigned hereby subscribes for the number of Units set forth below, each
consisting of one common share (Share of International
Star Inc.,
a
corporation organized under the laws of the State of Nevada. The
Units will not be registered under the U.S. Securities Act of 1933 as amended,
and the Shares are subject to a 12-month
holding period
before
they can be resold under Rule 144. The Shares will be issued in the names
set
forth below.
1.
Dated:
March
13, 2006
2.
Number
of Units subscribed for: #
2,433,333
3.
Subscription Price (Number of Units x U.S.$0.015):
$36,500
Tender
payment as: Wire Transfer (instructions attached) Payable To: International
Star, Inc. This
agreement will be null and void if not acted upon in seven (7) business
days
The
issuer is required to deliver the certificates for above Shares within 30
days
after payment has been received.
|
/s/
Xxx Xxxxx
|
|
| Signature of Subscriber |
Social
Security Number
(US
citizens
only)
|
Xxx
Xxxxx
Name
as
it will appear on certificate (please print or type)
_________________________________
Number
and Street
(Post
Office Box Address Not Acceptable)
___________________________________________________
City
State/Country
Zip Code
See
pages 5 and 6 for additional listings
Subscription
for #
2,433,333
Shares
of common stock accepted as of March
13, 2006
Each
unit
consisting of one share of Common Stock and a share Purchase Warrant; each
Warrant entitles the holder to purchase one share at 75%
of the
closing price of ILST stock on the date of exercise per share on or before
March
13, 2007.
By:
______________________________________
Xxxxx
Xxxxxxx
President/CEO
International
Star, Inc.
