Please type information or complete by hand WILSHIRE INTER-GROUP, INC. Subscription Agreement
Please type information or
complete by hand
WILSHIRE
INTER-GROUP, INC.
PRINT
NAME OF SUBSCRIBER:
NUMBER OF
SHARESS SUBSCRIBED FOR:
Exhibit
A
For the
Purchase of Shares of the Common Stock
of
WILSHIRE
INTER-GROUP, INC.
The
undersigned hereby subscribes for the number of Shares as set forth below the
Investor’s name on the Execution Page, of Wilshire Inter-Group, Inc., a Nevada
corporation (the “Company”) at a purchase price of $0.10 per share. The minimum
investment will be 5,000 Shares, except that the Company may accept
subscriptions for fewer Shares. The Shares shall be offered only to qualified
investors. The Offering shall terminate on March 12, 2009 unless extended by the
Company for a period of up to sixty (60) days from such date (the “Offering
Period”).
The
purchase price is due and payable upon the execution of this Subscription
Agreement, and shall be paid by check, made payable to the order of Wilshire
Inter-Group, Inc. or by wire transfer to the address/bank set forth in the
Company’s Confidential Private Placement Memorandum (“PPM”).
The
undersigned acknowledges that the Shares will not be registered under the Act or
the securities laws of any state and that the Company’s reliance upon exemptions
from registration is based upon the undersigned’s representations, and
warranties contained in the PPM. In the event that (i) an investor’s
subscription is rejected by the Company, or (ii) the Offering is terminated for
any reason without a closing, subscription proceeds will be promptly refunded to
prospective investors without interest or deduction.
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1.
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The
undersigned represents, warrants, and agrees as
follows:
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(a)
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The
undersigned has carefully read the PPM which the undersigned acknowledges
having been provided to the undersigned. The undersigned has been given
the opportunity to ask questions of, and receive answers from, the Company
concerning the terms and conditions of this Offering and the PPM and to
obtain such additional written information, necessary in order to evaluate
the investment. Notwithstanding the foregoing, the only
information upon which the undersigned has relied is that set forth in the
Offering Materials and his or her own independent
investigation.
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(b)
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The
purchase of the Shares is a speculative investment involving a high degree
of risk. There is no guarantee that the undersigned will realize any gain
from this investment, and that the undersigned could lose the total amount
of the undersigned’s investment. The undersigned has
specifically and carefully reviewed and is aware of all of the risk
factors related to the purchase of
Shares.
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(c)
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No
federal or state agency or authority has made any finding or determination
regarding the fairness of this Offering for investment, or any
recommendation or endorsement of this
Offering.
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(d)
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The
undersigned is purchasing the Shares for the undersigned’s own account,
with the intention of holding the Shares, with no present intention of
dividing or allowing undisclosed persons to participate in this investment
or of reselling or otherwise participating, directly or indirectly, in a
distribution of the Common Shares or Warrants and shall not make any sale,
transfer, or pledge thereof without registration under the Act and any
applicable securities laws of any state or other jurisdiction or unless an
exemption from registration is available under those laws to the
satisfaction of the Company and its
counsel.
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(e)
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The
undersigned represents that the undersigned, if an individual, has
adequate means of providing for his or her current needs and personal and
family contingencies and has no need for liquidity in this investment in
the shares
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(f)
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FOR
PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
ONLY:
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If the
undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a
corporation, a certified corporate resolution authorizing the signature and a
certified copy of the articles of incorporation; or if a partnership, a
certified copy of the partnership agreement), (ii) the undersigned represents
and warrants that it was not organized or reorganized for the specific purpose
of acquiring the Shares, (iii) the undersigned has the full power and authority
to execute this Subscription Agreement on behalf of such entity and to make the
representations and warranties made herein on its behalf, and (iv) this
investment in the Company has been affirmatively authorized, if required, by the
governing board of such entity and is not prohibited by the governing documents
of the entity.
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(g)
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The
address shown under the undersigned’s signature at the end of this
Subscription Agreement is the undersigned’s principal residence if he or
she is an individual or its principal business address if a corporation or
other entity.
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(h)
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The
undersigned has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an
investment in the Shares.
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(i)
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The
undersigned acknowledges that the certificates for the Common Shares and
Warrants constituting the Shares which the undersigned will receive will
contain a legend substantially as
follows:
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THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.
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4.
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The
undersigned has been furnished with and has carefully read the
PPM.
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5.
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The
undersigned is not an officer, director, stockholder, employee of, or
consultant to, any member of FINRA.
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6.
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The
undersigned subscriber acknowledges that the undersigned understands the
meaning and legal consequences of the representations and warranties which
are contained herein and hereby agrees to indemnify, save and hold
harmless the Company, and its respective officers, directors, partners,
employees, agents, and attorneys from and against any and all claims or
actions arising out of a breach of any representation, warranty or
acknowledgment of the undersigned contained in any of the Offering
Materials. Such indemnification shall be deemed to survive any
purchase of the Shares and to include not only the specific liabilities,
losses, damages or obligations with respect to which such indemnity is
provided, but also all reasonable costs, expenses, counsel fees and
expenses of settlement relating thereto, whether or not any such
liabilities, losses, damages or obligations shall have been reduced to
judgment.
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7.
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The
Company has been duly and validly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of Nevada.
The Company has all requisite power and authority, and all necessary
authorizations, approvals and orders required as of the date hereof to own
its properties and conduct its business and to enter into this
Subscription Agreement and the other Offering Materials and to be bound by
the provisions and conditions hereof or
therein.
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8.
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This
Subscription Agreement may not be changed, modified, extended, terminated
or discharged orally, but only by an agreement in writing, which is signed
by all of the parties to this Subscription
Agreement.
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9.
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The
parties agree to execute any and all such other and further instruments
and documents, and to take any and all such further actions reasonably
required to effectuate this Subscription Agreement and the intent and
purposes hereof.
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10.
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If
any provision or any portion of any provision of this Subscription
Agreement or the application of any such provision or any portion thereof
to any person or circumstance, shall be held invalid or unenforceable, the
remaining portion of such provision not held invalid or unenforceable to
any person or circumstance shall not be affected
thereby.
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11.
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This
Subscription Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The execution of this
Subscription Agreement may be by actual or facsimile
signature.
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12.
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3
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SIGNATURE
PAGE*
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Manner in
Which Title is to be Held: (check one)
1. [ ] Individual
2. [ ] Joint
Tenants with Right of Survivorship (both parties must sign)
3. [ ] Married
with Separate Property
4. [ ] Community
Property
5. [ ] Tenants
in Common
6. [ ] Corporation
7. [ ] Partnership
8. [ ] XXX
of
9. [ ] Trust,
dated opened
10. [ ] Xxxxx
of
11. [ ] As
a Custodian for under the Uniform Gift to Minors Act of the State
of
12. [ ] Other
(please indicate)
Total
Number of Shares to be purchased: 1,000
Total
Purchase Price ($0.10 per share): $
100
INDIVIDUAL
INVESTORS ENTITY
INVESTORS
______________________________
Signature
(Individual) Name
of Entity, if any
Signature
Its
Signature
(all record holders should
sign) Title
Name(s)
Typed or
Printed Name
Typed or Printed
Address
to Which
Correspondence Address
to Which Correspondence
Should be
Directed
Should be Directed
City,
State and Zip
Code City,
State and Zip Code
Social
Security
Number Tax
Identification Number
The
foregoing subscription is accepted
this day
of ,
200
Wilshire Inter-Group, Inc.
By: ____________________________
Xxxx Xxxxx, President,
CEO
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