SUBSCRIPTION AGREEMENT
EXHIBIT
10.21
0000
Xxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
(000)
000-0000
Fax (000)
000-0000
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1.
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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., as Nevada corporation, par value $0.001 per share. Each
unit (at $0.035) consisting of one share of Common Stock. The undersigned
agrees to tender payment as set forth on the signature
page.
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2.
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Representations, Warranties,
and Acknowledgement by the Undersigned. The undersigned
represent, warrants, and acknowledges to the Company as
follows:
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a)
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All
Company Information is filed on Form 10KSB and 10QSB and that the
undersigned has relied on that
information.
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b)
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The
undersigned is purchasing Shares in the Company without being furnished
any offering literature or
prospectus.
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c)
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The
Shares have not been registered under the Securities Act of 1933, as
amended (the “Act"), in reliance upon this 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.
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d)
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The
undersigned is acquiring the Shares for long-term investment and not with
a view toward resale, fractionalization, division, or distribution
thereof.
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e)
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The
undersigned realizes that the Units should not be purchased unless the
undersigned has liquid assets sufficient to assure that such purchases
will cause no undue financial difficulties and the undersigned can
otherwise provide for current needs and possible personal
contingencies;
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f)
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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
transferees meets and represents that he meets the financial suitability
required of an initial subscriber.
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g)
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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.
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h)
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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.
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i)
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No
person other than the undersigned will have a direct or indirect interest
in the Units subscribed for hereby.
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j)
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The
undersigned has evaluated the risks of investing in the Company and has
substantial experience in making investment decisions of this type or is
relaying on his professional advisors or purchase representative(s), if
applicable, in making this investment
decision.
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Page
2 of 3
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k)
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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.
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l)
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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.
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3.
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Accredited Investor. The
undersigned represents that he/she ( ) is (X) is
not an accredited investor by complying with at least one of the below
provisions (check all applicable provisions
below).
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(
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I
have a net worth either individually or jointly with my spouse in excess
of $1,000,000.
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(
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My
income has exceeded $200,000 per year for the last two years and we
anticipate the same level of income for the next
year.
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( )
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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.
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( )
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The
undersigned is a savings and loans association, building and loan
association, cooperative bank, homestead association or similar
institution supervised by state or federal
authority.
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( )
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I
am a Broker-Dealer registered with the Commission under the Exchange
Act.
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( )
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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.
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4.
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Not an accredited
Investor. The undersigned acknowledges to the Company that he does
not meet any of the provisions as stated in Section 3 and so indicates
that:
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jwf (initial if
applicable)
5. Miscellaneous
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a)
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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 breech of any of the
foregoing representations contained
within.
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b)
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If
the undersigned is more that one person or entity, the obligation 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.
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c)
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This
subscription is not transferable or assignable by the
undersigned.
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d)
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This
subscription, upon acceptance by the Company, shall be binding upon the
heirs, executors, administrations, successors and assigns of the
undersigned.
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e)
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This
Subscription Agreement shall be construed in accordance with, and governed
by the laws of the State of
Nevada.
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