(a)

Organization, Good Standing, Corporate Power and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.

 

(b)

Capitalization.  The authorized capital of the Company consists of 200,000,000 shares of Common Stock and 20,000,000 or preferred stock.  All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and State Securities Laws.

 

(c)

Authorization.  All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into this Subscription Agreement, and to issue the Common Stock, has been taken or will be taken prior to the acceptance of this subscription.  All action on the part of the officers of the Company necessary for (i)  the execution and delivery of the Subscription Agreement, (ii)  the performance of all obligations of the Company under the Subscription Agreement, and (iii)  the issuance and delivery of the Common Stock has been taken or will be taken prior to acceptance of this subscription.  The Subscription Agreement, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (y) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (z) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d)

Valid Issuance of Common Stock.  The shares of Common Stock subject to this subscription, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and liens or encumbrances created by or imposed by a Subscriber.  Assuming the accuracy of the representations in Section 5 of this Agreement and subject to the filings described in Section 4(e) below, the shares of Common Stock subject to this subscription will be issued in compliance with all applicable federal and State Securities Laws.

 

(e)

Governmental Consents and Filings.  Assuming the accuracy of the representations in Section 5 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement.

 

 

(a)

Subscriber:

 

(i)

is not a U.S. person* as that term is defined under Regulation S (“Regulation S”) promulgated under the Act;

 

(ii)

is outside the United States* as of the date of the execution and delivery of this Subscription Agreement;

 

(iii)

is acquiring the Common Stock for its own account (and/or for the account of other non-U.S. persons*, who are outside of the United States*) and not on behalf of any U.S. person, and the sale has not been pre-arranged with a person in the United States;

 

(iv)

is not acquiring the Common Stock with the present intention  of “distributing” the Common Stock on behalf of the Company or a “distributor”* as defined in Regulation S, or any of their affiliates, in the United States or to a U.S. person under Regulation S;

 

(v)

acknowledges that, in addition to other restraints on transfer set forth in the Stockholders Agreement, the Common Stock may only be resold in accordance with the provisions of Regulation S cannot be sold by it in the United States as part of a “distribution” (as such term is defined in the federal securities laws of the United States);

 

(vi)

agrees not to engage in any hedging transaction with regard to the Common Stock; and

---

(vii)

is not an officer, director or “affiliate” (as that term is defined in Rule 405 under the Act) of the Company or “underwriter” or “dealer” (as such terms are defined in the federal securities laws of the United States) and the acquisition of the Common Stock by the Subscriber is not a transaction (or any element of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Act.

 

(b)

SUBSCRIBER HAS RECEIVED, READ CAREFULLY AND UNDERSTANDS THIS AGREEMENT AND ALL EXHIBITS AND APPENDICES HERETO AND HAS HAD AN ADEQUATE OPPORTUNITY TO CONSULT SUBSCRIBER’S OWN ATTORNEY, ACCOUNTANT OR INVESTMENT ADVISOR WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS SUITABILITY FOR SUBSCRIBER;

 

(c)

The Company has provided the Subscriber and his or her representative, if any, prior to the purchase of any of the Common Stock, with the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the financial data and business of the Company and to obtain any additional information necessary to verify the information relative to the financial data and business of the Company, and all such questions, if asked, have been answered satisfactorily and all such documents, if examined, have been found to be fully satisfactory.  The Subscriber is satisfied that he or she has received adequate information concerning all matters which he or she considers material to a decision to purchase the Common Stock;

 

(d)

Subscriber understands and acknowledges that (i) Subscriber must bear the economic risk of an investment in the Common Stock for an indefinite period of time; (ii) the Common Stock have not been registered under the Securities Act or any State Securities Laws and are being offered and sold in reliance upon exemptions provided in the Securities Act and State Securities Laws for transactions not involving any public offering and, therefore, the Common Stock may not be resold or transferred unless they are subsequently registered under the Securities Act and applicable State Securities Laws or unless an exemption from such registration is available; and (iii) Subscriber is purchasing the Common Stock, and any purchase of the Common Stock will be, for investment purposes only for Subscriber’s account and not with any view toward a distribution thereof;

 

(e)

Subscriber is aware and acknowledges that:  (i) an investment in the Common Stock is speculative and involves a risk of loss of the entire investment and no assurance can be given of any income from such investment; (ii) the Company has not made and cannot make any representation or warranty as to the future operations or financial condition of the Company; (iii) any estimates of future operating results or financial forecasts of any kind with respect to the Company which may be contained in any documents or information furnished to the Subscriber may not be realized; (iv) that such estimates or forecasts are based on assumptions which may or may not occur; (vi) that no assurances can be given that the actual results of Company operations or the financial condition of the Company will conform to such estimates or forecasts and that therefore the Subscriber should not rely thereon; (vii) that the Company is a start up business and it has never shown a profit; (viii) that there is no assurance that the Company’s operations will be profitable or will produce a positive cash flow; (ix) that the Company may operate at a loss for the foreseeable future; and (x) there is no public market for, and there are substantial restrictions on the transferability of, the Common Stock and it may not be possible for Subscriber to liquidate the investment readily in case of an emergency;

(f)

Subscriber has adequate means of providing for all current and foreseeable needs and personal contingencies and has no need for liquidity in this investment;

 

(g)

Subscriber maintains a domicile or business at the address shown on the signature page of this Subscription Agreement, at which address Subscriber has subscribed for the Common Stock; and

 

(h)

Subscriber has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Company.  Subscriber has evaluated the risk of investing in the Common Stock, and has determined that the Common Stock are a suitable investment for Subscriber.  Subscriber can bear the economic risk of the investment and can afford a complete loss of the investment.  In evaluating the suitability of any investment in the Common Stock, Subscriber has not relied upon any representations or other information (whether oral or written) other than independent investigations made by Subscriber or Subscriber’s representative(s).

 

 

 

 

(a)

if to the Company, to it at the following address:

 

(b)

if to the Subscriber, to the address set forth on the signature page hereto, or at such other address as either party shall have specified by notice in writing to the other.

 

 

 

 

 

 

 

(b)           The arbitration shall take place in New York City, the State of New York and shall be conducted in the English language.  The parties hereby submit themselves to the exclusive jurisdiction of the arbitration tribunal in the City of New York, the State of exclusive jurisdiction of the arbitration tribunal in the City of New York, the State of New York under the auspices of AAA.  The arbitration shall be conducted by three (3) arbitrators, one to be appointed by the Principals, collectively, one to be appointed by Born Talent and a third by the two arbitrators so selected.

 

(c)           During the period when a dispute is being resolved, except for the matter being disputed, the parties shall in all other respects continue to abide by the terms of this Agreement.

 

 

 

 

 

Subscriber’s Full Legal Name (Please Print)		Signature of Subscriber
Residence Address		Date of Execution by Subscriber
City, State, Country
Telephone Number		Email Address

 

 

 

AGREED TO AND ACCEPTED BY:			OFFERED AMOUNT:
FITS MY STYLE INC.
By:			Total Purchase Price U.S. $________
	Name:  Nir Bar
	Title:  President		__________ shares of Common Stock

AGREED TO ACCEPTED BY THE ESCROW AGENT (ONLY WITH RESPECT TO SECTION 2):
Yoel Neeman, Advocate

 

 

(a)

Distributor.  “Distributor” means any underwriter, dealer, or other person who participates pursuant to a contractual arrangement, in the distribution of the securities offered or sold in reliance on Regulation S.

 

(b)

U.S. Person.

 

(A)

“U.S. person” means:

 

(i)

Any natural person resident in the United States;

 

(ii)

Any partnership or corporation organized or incorporated under the laws of the United States;

 

(iii)

An estate of which any executor or administrator is a U.S. person;

 

(iv)

Any trust of which any trustee is a U.S. person;

 

(v)

Any agency or branch of a foreign entity located in the United States;

 

(vi)

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; and

 

(vii)

Any non-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; and

 

(viii)

Any partnership or corporation if:  (1)  organized or incorporated under the laws of any foreign jurisdiction; and (2) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act of 1933, unless it is organized or incorporated and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estate or trusts.

 

(B)

Notwithstanding paragraph (k)(1) of Rule 902, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States shall not be deemed a “U.S. person”.

 

(C)

Notwithstanding paragraph (k)(1) of Rule 902, any estate of which any professional fiduciary acting as executor or administrator is a U.S. person shall not be deemed a U.S. person if:

(i)

An executor or administrator or the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estates; and

 

(ii)

The estate is governed by foreign law.

 

(D)

Notwithstanding paragraph (k)(1) of Rule 902, any trust of which any professional fiduciary acting as trustee is a U.S. person shall not be deemed a U.S. person if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person.

 

(E)

Notwithstanding paragraph (k)(1) of Rule 902, an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. person.

 

(F)

Notwithstanding paragraph (o)(1) of Rule 902, any agency or branch of a U.S. person located outside the United States shall not be deemed a “U.S. person” if:

 

(i)

The agency or branch operates for valid business reasons; and

 

(ii)

The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.

 

(G)

The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, any other similar international organizations, their agencies, affiliates and pension plans shall not be deemed “U.S. persons”.

 

(c)

United States.  “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.