ISRAEL HISTORICAL SIGHTSEEING CO.
REGULATION S 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)
Compliance with
Laws . Any resale of the Shares during the
‘distribution compliance period’ as defined in
Rule 902(f) to Regulation S shall only be made in compliance
with exemptions from registration afforded by Regulation
S. Further, any such sale of the Shares in any
jurisdiction outside of the United States will be made in
compliance with the securities laws of such
jurisdiction. The Investor will not offer to sell
or sell the Shares in any jurisdiction unless the Investor
obtains all required consents, if any.
(j)
Regulation S
Exemption . The undersigned understands
that the Shares are being offered and sold to him in reliance
on an exemption from the registration requirements of United
States federal and state securities laws under Regulation S
promulgated under the Securities Act and that the Company is
relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of
the Investor set forth herein in order to determine the
applicability of such exemptions and the suitability of the
Investor to acquire the Shares. In this regard,
the undersigned represents, warrants and agrees
that:
(1) The
undersigned is not a U.S. Person (as defined below) and is
not an affiliate (as defined in Rule 501(b) under the
Securities Act) of the Company and is not acquiring the
Shares for the account or benefit of a U.S.
Person. A U.S. Person means any one of the
following:
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(A)
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any
natural person resident in the United States of
America;
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(B) any
partnership or corporation organized or incorporated under
the laws of the United States of America;
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(C)
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any
estate of which any executor or administrator is a U.S.
person;
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(D)
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any
trust of which any trustee is a U.S. person;
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(E) any
agency or branch of a foreign entity located in the United
States of America;
(F) any
non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the
benefit or account of a U.S. person;
(G) any
discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary
organized, incorporated or (if an individual) resident in the
United States of America; and
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(H)
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any
partnership or corporation if:
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(i) organized or
incorporated under the laws of any foreign jurisdiction;
and
(ii) formed
by a U.S. person principally for the purpose of investing in
securities not registered under the Securities Act, unless it
is organized or incorporated, and owned, by accredited
investors (as
defined in Rule 501(a) under the Securities Act) who are not
natural persons, estates or trusts.
(2) At
the time of the origination of contact concerning this
Agreement and the date of the execution and delivery of this
Agreement, the undersigned was outside of the United
States.
(3) The
undersigned will not, during the period commencing on the
date of issuance of the Shares and ending on the first
anniversary of such date, or such shorter period as may be
permitted by Regulation S or other applicable securities law
(the “Restricted Period”), offer, sell, pledge or
otherwise transfer the Shares in the United States, or to a
U.S. Person for the account or for the benefit of a U.S.
Person, or otherwise in a manner that is not in compliance
with Regulation S.
(4) The
undersigned will, after expiration of the Restricted Period,
offer, sell, pledge or otherwise transfer the Shares only
pursuant to registration under the Securities Act or an
available exemption therefrom and, in accordance with all
applicable state and foreign securities laws.
(5) The
undersigned was not in the United States, engaged in, and
prior to the expiration of the Restricted Period will not
engage in, any short selling of or any hedging transaction
with respect to the Shares, including without limitation, any
put, call or other option transaction, option writing or
equity swap.
(6) Neither
the undersigned nor or any person acting on his behalf has
engaged, nor will engage, in any directed selling efforts to
a U.S. Person with respect to the Shares and the
Investor
and any person acting on his behalf have complied and will
comply with the “offering restrictions”
requirements of Regulation S under the Securities
Act.
(7) The
transactions contemplated by this Agreement have not been
pre-arranged with a buyer located in the United States or
with a U.S. Person, and are not part of a plan or scheme to
evade the registration requirements of the Securities
Act.
(8) Neither
the undersigned nor any person acting on his behalf has
undertaken or carried out any activity for the purpose of, or
that could reasonably be expected to have the effect of,
conditioning the market in the United States, its territories
or possessions, for any of the Shares. The
undersigned agrees not to cause any advertisement of the
Shares to be published in any newspaper or periodical or
posted in any public place and not to issue any circular
relating to the Shares, except such advertisements that
include the statements required by Regulation S under the
Securities Act, and only offshore and not in the U.S. or its
territories, and only in compliance with any local applicable
securities laws.
(9) Each
certificate representing the Shares shall be endorsed with
the following legends, in addition to any other legend
required to be placed thereon by applicable federal or state
securities laws:
(A) “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND
WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON
REGULATION S PROMULGATED UNDER THE SECURITIES
ACT.”
(B) “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION
FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.”
(10) 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 2.
(k)
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).
(l)
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.
(m)
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.
(n)
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.
(o)
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.
(p)
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
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