JUPITER ENTERPRISES, INC.
SUBSCRIPTION AGREEMENT
The undersigned, ________________________, (hereinafter "Subscriber"),
hereby applies to purchase a total of ______________ shares of common stock of
JUPITER ENTERPRISES, INC., a Nevada corporation ("JEI"), at the price of $.03
U.S. per share, for a total purchase price of ______________ U.S. and in
accordance with the following terms and conditions:
1. Nature of Shares: The shares to be issued to the Subscriber
herein will be issued pursuant to Regulation D, Rule 504 of the U.S.
Securities Act of 1933, as amended, (the "Act").
2. Payment. Payment for the shares will be made in United
States dollars delivered to JEI upon execution of the Subscription
Agreement.
3. Receipt of Information. Subscriber represents that it has
received all of the information it considers necessary or appropriate
for deciding whether to purchase the shares. The Subscriber further
represents that it has had the opportunity to ask questions and
receive answers from JEI regarding the terms and conditions of the
purchase of the shares and the business, properties, prospects and
financial condition of JEI and to obtain additional information
necessary to verify the accuracy of any information furnished to it
which it has access.
4. Investment Experience: The Subscriber represents that it is
experienced in evaluating and investing in securities of companies in
the stage of development of JEI and acknowledges that it is able to
fend for itself, can bear the economic risk of its investment, and has
such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of the investment in
the shares.
5. Purchase Entirely for Own Account: The Subscriber represents
that the shares to be purchased will be acquired for investment
purposes for its own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof.
6. Restricted Nature of Shares: The Subscriber will be issued
the shares which unless otherwise contractually restricted, shall be
subject to a one (1) year holding period before the shares are
eligible for sale in the U.S. public market. The sale of the
shares will be further limited by the resale provisions of SEC Rule
144.
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7. Private Sale Acknowledgment: The Parties acknowledge and
agree that the shares are being purchased as a private sale pursuant
to Section 4(2) of the Securities Act of 1933, as amended and Nevada
Revised Statutes Chapters 78 and 90 and is not being transacted via a
broker-dealer and/or in the public market place.
8. No Approval by Regulatory Agency: The Subscriber further
acknowledges and understands that the shares are being offered in
reliance on and pursuant to the private placement exemption described
in Paragraph 7 above and that no governmental body or regulatory
agency has approved or endorsed this JEI offering of shares.
9. Arbitration: The parties hereby submit all controversies,
claims and matters of difference arising out of this Agreement to
arbitration in San Diego, California according to the rules and
practices of the American Arbitration Association from time to time in
force. This submission and agreement to arbitrate shall be
specifically enforceable. The Agreement shall further be governed by
the laws of the State of Nevada.
10. Interpretation of Agreement: The parties agree that should
any provision of this Agreement be found to be ambiguous in any way,
such ambiguity shall not be resolved by construing such provisions or
any part of or the entire Agreement in favor of or against any party
herein, but rather by construing the terms of this Agreement fairly
and reasonable in accordance with their generally accepted meaning.
11. Modification of Agreement: This Agreement may be amended or
modified in any way at any time by an instrument in writing stating
the manner in which it is amended or modified and signed by each of
the parties hereto. Any such writing amending or modifying this
Agreement shall be attached to and kept with this Agreement.
12. Attorney Fees: If any legal action or any arbitration or
other proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of the Agreement, the successful
or prevailing party shall be entitled to recover reasonable attorneys'
fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.
13. Entire Agreement: This Agreement constitutes the entire
Agreement and understanding of the parties hereto with respect to the
matters herein set forth, and all prior negotiations, writings and
understandings relating to the subject matter of this Agreement are
merged herein and are superseded and canceled by this Agreement.
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14. Counterparts: This Agreement may be signed in one or more
counterparts.
15. Facsimile Transmission Signatures: A signature received
pursuant to a facsimile transmission shall be sufficient to bind a
party to this Agreement.
SUBSCRIBER
DATED: __________________________ ________________________________
Signature
ADDRESS: ______________________
Please
Print ______________________
______________________
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DISPOSITION OF SUBSCRIPTION AGREEMENT
This Subscription Agreement (is _____) (is not _____) accepted by JUPITER
ENTERPRISES, INC.
JUPITER ENTERPRISES, INC.
DATED: _______________________ BY:________________________________
President
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