ISRAEL HISTORICAL SIGHTSEEING CO.
REGULATION D SUBSCRIPTION AGREEMENT
AND INVESTMENT REPRESENTATION
SECTION 1 .
1.1
Subscription
.
(a) The
undersigned, intending to be legally bound, hereby
irrevocably subscribes for and agrees to purchase
____________ shares (the “Shares”) of the common
stock (the “Common Stock”) of Israel Historical
Sightseeing Co., a Nevada corporation (the "Company") in a
transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities
Act”). The undersigned understands that the
Shares are being sold in connection with an offering by the
Company of an aggregate of up to 2,000,000 shares of Common
Stock for total proceeds of up to $100,000.
1.2
Purchase of
Shares .
The undersigned understands
and acknowledges that the purchase price to be remitted to
the Company in exchange for the Shares shall be ____________
dollars ($______) or $0.05 per Share. The Company
shall deliver the Shares to the undersigned promptly after
the acceptance of this Subscription Agreement by the
Company.
1.3
Acceptance or
Rejection .
(a) The
undersigned understands and agrees that the Company reserves
the right to reject this subscription for the Shares if, in
its reasonable judgment, it deems such action in the best
interest of the Company, at any time prior to the Closing,
notwithstanding prior receipt by the undersigned of notice of
acceptance of the undersigned's subscription.
(b) The
undersigned understands and agrees that its subscription for
the Shares is irrevocable.
(c) In
the event the sale of the Shares subscribed for by the
undersigned is not consummated by the Company for any reason
(in which event this Subscription Agreement shall be deemed
to be rejected), this Subscription Agreement and any other
agreement entered into between the undersigned and the
Company relating to this subscription shall thereafter have
no force or effect and the Company shall promptly return or
cause to be returned to the undersigned the purchase price
remitted to the Company by the undersigned, without interest
thereon or deduction therefrom, in exchange for the
Shares.
SECTION 2 .
2.1
Closing.
The closing (the "Closing") of the purchase and
sale of the Shares, shall occur simultaneously with the
acceptance by the Company of the undersigned's subscription,
as evidenced by the Company's execution of this Subscription
Agreement.
SECTION 3 .
3.1
Investor
Representations and Warranties . The
undersigned hereby acknowledges, represents and warrants to,
and agrees with, the Company and its affiliates as
follows:
(a)
Investment
Purposes . The undersigned is acquiring the
Shares for his own account as principal, not as a nominee or
agent, for investment purposes only, and not with a view to,
or for, resale, distribution or fractionalization thereof in
whole or in part and no other person has a direct or indirect
beneficial interest in such Shares or any portion
thereof. Further, the undersigned does not have
any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such
person or to any third person, with respect to the Shares for
which the undersigned is subscribing or any part of the
Shares.
(b)
Authority
. The undersigned has full power and authority to
enter into this Agreement, the execution and delivery of this
Agreement has been duly authorized, if applicable, and this
Agreement constitutes a valid and legally binding obligation
of the undersigned.
(c)
No
General Solicitation . The undersigned is
not subscribing for the Shares as a result of or subsequent
to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or
broadcast over television or radio, or presented at any
seminar or meeting, or any solicitation of a subscription by
person previously not known to the undersigned in connection
with investment securities generally.
(d)
No
Obligation to Register Shares . The
undersigned understands that the Company is under no
obligation to register the Shares under the Securities Act,
or to assist the undersigned in complying with the Securities
Act or the securities laws of any state of the United States
or of any foreign jurisdiction.
(e)
Investment
Experience . The undersigned is (i)
experienced in making investments of the kind described in
this Agreement, (ii) able, by reason of the business and
financial experience of its officers (if an entity) and
professional advisors (who are not affiliated with or
compensated in any way by the Company or any of its
affiliates or selling agents), to protect its own interests
in connection with the transactions described in this
Agreement, and (iii) able to afford the entire loss of its
investment in the Shares.
(f)
Exemption from
Registration . The undersigned acknowledges
his understanding that the offering and sale of the Shares is
intended to be exempt from registration under
the
Securities
Act. In furtherance thereof, in addition to the
other representations and warranties of the undersigned made
herein, the undersigned further represents and warrants to and
agrees with the Company and its affiliates as
follows:
(1) The
undersigned realizes that the basis for the exemption may not
be present if, notwithstanding such representations, the
undersigned has in mind merely acquiring the Shares for a
fixed or determinable period in the future, or for a market
rise, or for sale if the market does not rise. The
undersigned does not have any such intention;
(2) The
undersigned has the financial ability to bear the economic
risk of his investment, has adequate means for providing for
his current needs and personal contingencies and has no need
for liquidity with respect to his investment in the Company;
and
(3) The
undersigned has such knowledge and experience in financial
and business matters as to be capable of evaluating the
merits and risks of the prospective investment in the
Shares. The undersigned also represents it has not
been organized for the purpose of acquiring the Shares;
and
(4) The
undersigned has been provided an opportunity for a reasonable
period of time prior to the date hereof to obtain additional
information concerning the offering of the Shares, the
Company and all other information to the extent the Company
possesses such information or can acquire it without
unreasonable effort or expense.
(g)
Economic
Considerations . The undersigned is not
relying on the Company, or its affiliates or agents with
respect to economic considerations involved in this
investment. The undersigned has relied solely on
its own advisors.
(h)
No
Other Company Representations . No
representations or warranties have been made to the
undersigned by the Company, or any officer, employee, agent,
affiliate or subsidiary of the Company, other than the
representations of the Company contained herein, and in
subscribing for Shares the undersigned is not relying upon
any representations other than those contained
herein.
(i)
Restrictive
Legends . Each certificate representing the
Shares shall be endorsed with the following legend, in
addition to any other legend required to be placed thereon by
applicable federal or state securities laws:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY
VALID
EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH
ACT.”
The
undersigned consents to the Company making a notation on its
records or giving instructions to any transfer agent of the
Company in order to implement the restrictions on transfer of
the Shares set forth in this Section.
(j)
Accredited
Investor . The undersigned is an
“accredited investor” as that term is defined in
Rule 501 of the General Rules and Regulations under the
Securities Act by reason of Rule 501(a)(3).
(k)
Potential Loss
of Investment; Risk Factors . The
undersigned understands that an investment in the Shares is a
speculative investment which involves a high degree of risk
and the potential loss of his entire investment.
The undersigned understands that the following factors, among
others, could cause the loss of any or all of his
investment.
(1) The
Company is a development stage company with no operating
history for the undersigned to evaluate its
business. The Company was incorporated in the
State of Nevada on May 22, 2007, and as a result is only in
the very early stages of development. Because the
Company has no operating history, it is difficult to evaluate
its business and future prospects. The undersigned
has also considered the uncertainties and difficulties
frequently encountered by companies, such as the Company, in
their early stages of development. The
Company’s revenue and income potential is unproven and
its business model is still emerging. If its
business model does not prove to be profitable, the
undersigned may lose all of his investment.
(2) The
Company currently does not have enough working capital to
satisfy its capital needs. The Company is
dependent upon its management team to fund its ongoing
operations, and cannot be certain that future financing will
be available to it on acceptable terms when it needs
it. The Company can give no assurances that it
will be able to sell any portion of this offering or that
management will continue to fund its ongoing
operations. This, along with the possibility of
other factors and circumstances the Company cannot predict,
may require it to seek additional financing faster than
anticipated. If the Company is unable to obtain
financing to meet its needs, the undersigned may lose of his
investment.
(3) The
Company’s officers and directors will only devote a
limited amount of time to the Company. Their
divided interests may hinder the Company's ability to
generate revenue. This could result in missed
business opportunities and worse-than-expected operating
results. The undersigned may lose his entire
investment.
(4) Management
has never operated in the industry in which it intends to
operate. This lack of experience may result in the
Company’s needing to employ outside experts that have
such experience. The additional cost could result
in a net operating loss and, ultimately, could result in the
Company's failure. Management's inexperience may limit the
Company’s ability
to
generate revenues. The Company may never achieve
successful operations, and the undersigned may lose his entire
investment.
(l)
Investment
Commitment . The undersigned's overall
commitment to investments which are not readily marketable is
not disproportionate to the undersigned's net worth, and an
investment in the Shares will not cause such overall
commitment to become excessive.
(m)
Receipt of
Information . The undersigned has received
all documents, records, books and other information
pertaining to the undersigned’s investment in the
Company that has been requested by the
undersigned.
(n)
Investor
Questionnaire . The undersigned represents
and warrants to the Company that all information that the
undersigned has provided to the Company, including, without
limitation, the information in the Investor Questionnaire
attached hereto or previously provided to the Company (the
“Investor Questionnaire”), is correct and
complete as of the date hereof.
(o)
No
Reliance . Other than as set forth herein,
the undersigned is not relying upon any other information,
representation or warranty by the Company or any officer,
director, stockholder, agent or representative of the Company
in determining to invest in the Shares. The
undersigned has consulted, to the extent deemed appropriate
by the undersigned, with the undersigned’s own advisers
as to the financial, tax, legal and related matters
concerning an investment in the Shares and on that basis
believes that his or its investment in the Shares is suitable
and appropriate for the undersigned.
(p)
No
Governmental Review . The undersigned is
aware that no federal or state agency has (i) made any
finding or determination as to the fairness of this
investment, (ii) made any recommendation or endorsement of
the Shares or the Company, or (iii) guaranteed or insured any
investment in the Shares or any investment made by the
Company.
(q)
Price of
Shares . The undersigned understands that
the price of the Shares offered hereby bear no relation to
the assets, book value or net worth of the Company and were
determined arbitrarily by the Company. The
undersigned further understands that there is a substantial
risk of further dilution on his or its investment in the
Company.
SECTION 4 .
4.1
Company’s
Representations and Warranties . The Company
represents and warrants to the undersigned as
follows:
(a)
Organization of
the Company . The Company is a corporation
duly organized and validly existing and in good standing
under the laws of the State of Nevada.
(b)
Authority
. (i) The Company has the
requisite corporate power and authority to enter into and
perform its obligations under this Agreement and to issue the
Shares; (ii) the
execution
and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate
action and no further consent or authorization of the Company
or its Board of Directors or stockholders is required; and
(iii) this Agreement has been duly executed and delivered by
the Company and constitutes a 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, or similar laws relating
to, or affecting generally the enforcement of, creditors'
rights and remedies or by other equitable principles of
general application.
(c)
Exemption from
Registration; Valid Issuances . The sale
and issuance of the Shares, in accordance with the terms and
on the bases of the representations and warranties of the
undersigned set forth herein, may and shall be properly
issued by the Company to the undersigned pursuant to any
applicable federal or state law. When issued and paid for as
herein provided, the Shares shall be duly and validly issued,
fully paid, and nonassessable. Neither the sales of the
Shares pursuant to, nor the Company's performance of its
obligations under, this Agreement shall (i) result in the
creation or imposition of any liens, charges, claims or other
encumbrances upon the Shares or any of the assets of the
Company, or (ii) entitle the other holders of the Common
Stock of the Company to preemptive or other rights to
subscribe to or acquire the Common Stock or other securities
of the Company. The Shares shall not subject the undersigned
to personal liability by reason of the ownership
thereof.
(d)
No
General Solicitation or Advertising in Regard to this
Transaction . Neither the Company nor any of its
affiliates nor any person acting on its or their behalf (i)
has conducted or will conduct any general solicitation (as
that term is used in Rule 502(c) of Regulation D) or general
advertising with respect to any of the Shares, or (ii) made
any offers or sales of any security or solicited any offers
to buy any security under any circumstances that would
require registration of the Common Stock under the Securities
Act.
SECTION 5.
5.1
Indemnity
.&nb
