EXHIBIT
10.23
INTERNATIONAL STAR,
INC.
SUBSCRIPTION AND
INDEMNIFICATION
AND STOCK PURCHASE WARRANT
AGREEMENT
2008 COMMON STOCK AND WARRANTS
OFFERING
Shreveport,
Louisiana 71137
RE: International
Star, Inc. 2008 Common Stock and Warrants Offering
1.
Subscription . This Subscription and
Indemnification and Stock Purchase Warrant Agreement
(“Subscription Agreement”) is executed by the
undersigned subscriber (the “Subscriber”) who desires
to purchase units (“Units”) consisting of shares of
common stock, par value $0.001 (“Common Stock”), of
International Star, Inc. , a Nevada corporation (the
“Company”), and warrants to purchase shares of Common
Stock, pursuant to the terms and conditions as stated herein (the
“Offering”).
The Subscriber
hereby subscribes to purchase 500,000 Units of shares of the
Company’s Common Stock (the “Shares”) and Common
Stock purchase warrants (the “Warrants”) at a price of
$0.01 per Unit, for a total subscription price of Five Thousand and
no/100 Dollars ($10,000.00) (the “Total Subscription
Price”).
By executing
this Subscription Agreement, Subscriber agrees to pay the full
amount of the Total Subscription Price and receive the Shares and
Warrants subscribed for, subject to the following terms:
Payment for the
Total Subscription Price shall be made in cash upon the delivery of
this Subscription Agreement to the Company by the Subscriber
delivering a check for the Total Subscription Price, payable to the
order of International Star, Inc., or by wire transfer to the
account of the Company for the Total Subscription Price.
Each Unit shall
consist of one Share of Common Stock and one Warrant issued
pursuant to the terms and conditions provided herein.
2.
Acceptance of Subscription. This subscription is
made subject to acceptance by the Company on the following terms
and conditions, and Subscriber represents and warrants to the
Company that the Subscriber understands and agrees to such terms
and conditions:
(a) The
Offering is being made on a first-come, first-served basis for the
purpose of raising approximately $650,000 for general working
capital of the Company. The minimum investment that will
be accepted by the Company from any Subscriber is
$2,000.00.
(b) The
Units offered by the Company will be subject to the Company’s
right to reject subscriptions in whole or part (whether or not the
Subscriber’s check or wired payment is deposited into the
Company’s account), withdrawal, cancellation, modification of
the Offering without notice and the Company’s receipt and
acceptance of a validly completed and executed Subscription
Agreement.
(c)(1)
When the Company receives the Subscriber’s check for the
Total Subscription Price and executed Subscription Agreement, the
Subscriber’s check will be deposited into the Company’s
account. Only when the check is paid or the funds
transfer is completed and the subscription is accepted by the
Company will the Company instruct its transfer agent to issue to
the Subscriber a certificate representing the number of Shares of
Common Stock subscribed and a certificate representing the number
of Warrants subscribed.
(2) If
management of the Company decides to terminate the Offering, which
it may do without notice to Subscriber, or if the subscription is
rejected, Subscriber will be refunded all funds forwarded by him or
her together with any interest thereon. Unless earlier
terminated or extended by the Company, the Offering will terminate
at 5:00 Central Time on Tuesday, September 30, 2008.
(d) If
you are an existing shareholder of the Company beneficially owning,
directly or indirectly, 10% or more of the Company’s
outstanding common stock, the Company may reduce your subscription
as necessary to comply with applicable laws to an amount equal to
the number of Units required to maintain your current pro rata
percentage of beneficial ownership in the Company. The
Company will refund payment for any Units so reduced, with interest
thereon.
(e) This
Offering is being made pursuant to an exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Rule 506 of Regulation D
promulgated thereunder, and pursuant to exemptions or exceptions
from registration under the securities laws of Louisiana and any
other state(s) where the offeree(s) principally
reside(s).
(f) This
Offering is being made to the offeree(s) based solely on each
offeree’s status as an accredited investor, as that term is
defined in Rule 501(a) of Regulation D.
(g) The
certificate(s) issued to Subscriber representing the Shares, the
certificate(s) issued to Subscriber representing the Warrants, and
the certificate(s) to be issued to Subscriber representing shares
of Common Stock acquired upon exercise of the Warrants or any
portion thereof, shall bear the following legend restricting
transfer thereof and containing substantially the following
language.
“The
securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold
or otherwise transferred unless compliance with the registration
provisions of such act has been made or unless the availability of
an exemption from such registration provisions has been
established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.”
(h) The
Company will place a notation in its stock records and instruct the
Company’s transfer agent to restrict the resale, pledge,
hypothecation or other transfer thereof in accordance with the
provisions of the legend set forth in Section 2(g)
hereof.
3.
Terms and Conditions of Warrants .
(a)
Shares Issuable Per Warrant. Each Warrant shall entitle
the Subscriber to purchase one-half (1/2) share of Common Stock
under the terms and conditions of this Section 3.
(b)
Exercise Price. The exercise price per share of the
shares of Common Stock issuable upon exercise of the Warrants (the
“Warrant Shares”) shall be an amount equal to 50% of
the closing price of the Common Stock for the trading day
immediately preceding the date of the notice of exercise of the
Warrant (the “Exercise Price”).
(c)
Exercisability of Warrant; Termination of
Warrant. Subject to the provisions of this paragraph
(c), each Warrant shall be exercisable by the Subscriber for a
period of three (3) years commencing on the date of issuance and
expiring on the third anniversary of the date of issuance, as
provided on the warrant certificate evidencing the Warrants (the
“Expiration Date”), subject to the following
provisions:
(1) All
issued but unexercised Warrants shall continue to be fully
exercisable in accordance with the provisions herein, subject to
the Company’s right to cancel provided in subparagraph (2),
if:
(i) there
occurs any corporate transaction (which shall include a series of
corporate transactions occurring within 60 days or occurring
pursuant to a plan), that has the result that shareholders of the
Company immediately before such transaction cease to own at least a
majority of the voting stock of the Company in a (a)
reorganization, (b) consolidation, (c) merger, (d) liquidation or
(e) a similar corporate transaction;
(ii) the
shareholders of the Company approve a plan of merger,
consolidation, reorganization, liquidation or dissolution in which
the Company does not survive (unless the approved merger,
consolidation, reorganization, liquidation or dissolution is
subsequently abandoned); or
(iii) the
shareholders of the Company approve a plan for the sale, lease,
exchange or other disposition of all or substantially all the
property and assets of the Company (unless such plan is
subsequently abandoned).
(2) Right
to Cancel. The Company reserves the right to cancel the
Warrants prior to the Expiration Date, after a period of one year
has elapsed from the date of issuance of the Warrants and upon 15
days written notice to the Warrant holders, if the closing price of
the Company’s Common Stock is an amount equal to or exceeding
$0.20 per share for a period of 20 consecutive trading
days.
(d)
Non-Transferability. The Warrants shall not be given,
granted, sold, exchanged, transferred, pledged, encumbered,
assigned or otherwise disposed of by the Subscriber, other than by
will or the laws of descent and distribution upon the death of
Subscriber. The Warrants shall not be exercisable by any
person other than Subscriber, except that in the event of
Subscriber's death, the exercisable but unexercised portion of the
Warrants may be exercised by the estate of the Subscriber or by the
person who acquired the right to exercise the Warrants in
accordance with this paragraph, subject to such transferree’s
execution of a Subscription and Indemnification and Stock Purchase
Warrant Agreement with the Company.
(e)
Method of Exercise. Subscriber shall notify the Company
by written notice, in the form of the Notice of Exercise attached
hereto (Attachment A), delivered to the Company’s principal
office, attention: Secretary.
(1)
Payment for the Warrant Shares must accompany the Notice of
Exercise and shall be made by Subscriber's check payable to
International Star, Inc. or by wire transfer in full payment of the
Exercise Price times the number of Warrant Shares purchased (the
“Total Exercise Price”).
(2) As
soon as practicable after the receipt of the Notice of Exercise and
accompanying payment of the Total Exercise Price and
Subscriber’s check or wire transfer has been paid, the
Company shall instruct its transfer agent to issue to Subscriber a
certificate or certificates evidencing the Warrant Shares purchased
by Subscriber hereunder.
(f)
Restriction on Exercise. As a condition to the exercise
of any Warrant, the Company may require the person exercising the
Warrant to make any representation and warranty to the Company as
may be required by any applicable law or regulation.
(g) No
Fractional Shares. No fractional shares of Common Stock
will be issued upon exercise of the Warrants, but the Company shall
pay to Subscriber the cash value of any fraction of a Warrant Share
to which Subscriber is entitled upon the exercise of one or more
Warrants.
(h)
Adjustment of Warrant Shares. If at any time prior to
the expiration or exercise in full of the Warrants, there shall be
any increase or decrease in the number of issued and outstanding
shares of the Common Stock through the declaration of a stock
dividend or through any recapitalization resulting in a stock
split, combination or exchange of the Common Stock, then the number
of Warrant Shares subject to the Warrants shall be proportionately
adjusted for any such change in the stock structure of the
Company.
Except as
otherwise expressly provided herein, the issuance by the Company of
shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection
with a direct sale
