WPS, Inc. Subscription Agreement
Exhibit
99.2
Subscription
Agreement
1.
|
Investment:
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(a) The undersigned (“Subscriber”)
subscribes
for
Shares of Common Stock of WPS, Inc. at $0.05 per share.
(b) Total subscription price ($0.05
times number of Shares): =
$ .
PLEASE MAKE CHECKS PAYABLE
TO: WPS,
Inc.
SEND ALL CHECKS
TO: 000 X. Xxxxx Xxx., Xxxx 0, Xxx Xxxxx,
XX 00000
2.
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Investor
information:
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______________________________ _______________ __________________________________________________
Name
(Please
print) SSN/EIN Address/Telephone
number
______________________________ _______________ __________________________________________________
Name
(Please
print) SSN/EIN Address/Telephone
number
3.
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Type of
ownership: (You must check one
box)
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a.
|
____
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Individual
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f. ____ Joint
Tenants with Rights of Survivorship
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b. ____
Tenants in
Common
g. ____ Custodian
for _____________________________________
c. ____
Community
Property
h. ____ Uniform
Gifts to Minors Acts of the State of _______________
d.
____
Partnership
i. ____
Corporation (give name and state of incorporation)
___________________________
e. ____
Trust
j. ____
Other (explain)
_____________________________________________________
4. Representations,
Warrants and Covenants. Subscriber hereby
represents warrants, covenants and agrees as follows:
(a) Subscriber
is at least eighteen (18) years of age, legally competent, with an address as
set forth in this Subscription Agreement.
(b)
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Except
as set forth in the Prospectus and the exhibits thereto, no
representations or warranties, oral or otherwise, have been made to
Subscriber by the Company or any other person, whether or not associated
with the Company or this offering. In entering into this
transaction, Subscriber is not relying upon any information, other than
that contained in the Prospectus and the exhibits thereto and the results
of any independent investigation conducted by Subscriber at Subscriber’s
sole discretion and judgment.
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(c)
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Subscriber
understands that his or her investment in the Shares is speculative and
involves a high degree of risk, and is not recommended for any person who
cannot afford a total loss of the investment. Subscriber is able to
bear the economic risks of an investment in the Offering and at the
present time can afford a complete loss of such
investment.
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(d)
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Subscriber
is under no legal disability nor is Subscriber subject to any order, which
would prevent or interfere with Subscriber’s execution, delivery and
performance of this Subscription Agreement or his or her purchase of the
Shares. The Shares are being purchased solely for Subscriber’s own
account and not for the account of others and for investment purposes
only, and are not being purchased with a view to or for the transfer,
assignment, resale or distribution thereof, in whole or part.
Subscriber has no plans to enter into any contract, undertaking,
agreement or arrangement with respect to the transfer, assignment, resale
or distribution of any of the
Shares.
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(e)
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Subscriber
has (i) adequate means of providing for his or her current financial needs
and possible personal contingencies, and no present need for liquidity of
the investment in the Shares, and (ii) a liquid net worth (that is, net
worth exclusive of a primary residence, the furniture and furnishings
thereof, and automobiles) which is sufficient to enable Subscriber to hold
the Shares indefinitely.
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(f)
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If
the Subscriber is acting without a Purchaser Representative, Subscriber
has such knowledge and experience in financial and business matters that
Subscriber is fully capable of evaluating the risks and merits of an
investment in the Offering.
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(g)
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Subscriber
has been furnished with and has thoroughly read and understood the
Prospectus. Subscriber understands that Subscriber shall be
required to bear all personal expenses incurred in connection with his or
her purchase of the Shares, including without limitation, any fees which
may be payable to any accountants, attorneys or any other persons
consulted by Subscriber in connection with his or her investment in the
Offering.
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(h)
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Subscriber
understands that neither the SEC nor any other regulatory agency has
passed upon the merits of these securities or the accuracy of the
Prospectus.
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5. Indemnification. Subscriber acknowledges an
understanding of the meaning of the legal consequences of Subscriber’s
representations and warranties contained in thisSubscription Agreement and the effect
of his or her signature and execution of this Agreement, and Subscriber hereby
agrees to indemnify and hold the Company and each ofits officers and/or directors,
representatives, agents or employees, harmless from and against any and all
losses, damages, expenses or liabilities due to, or arising out of, a
breach of any
representation, warranty or agreement of or by Subscriber contained in this
Subscription Agreement.
6. Acceptance
of Subscription. It
is understood that this subscription is not binding upon the Company until
accepted by the Company, and that the Company has theright to accept or reject
this subscription, in whole or in part, in its sole and complete discretion.
If this subscription is rejected in whole, the Company shall return
toSubscriber,without interest or reimbursement for any costs incurred, the
Payment tendered by Subscriber, in which case the Company and Subscriber shall
have no further obligation to each other hereunder. In the event of a
partial rejection of this subscription, Subscriber’s Payment will be returned to
Subscriber, without interest or reimbursement for any costs incurred, whereupon
Subscriber agrees to deliver a new payment in the amount of the purchase price
for the number of Shares to be purchased hereunder following a partial rejection
of this subscription.
7. Receipt
of Disclosure Document. By
executing this Subscription Agreement, the undersigned acknowledges receipt of a
current prospectus, as supplemented tothe date of this Subscription Agreement,
in which the terms and conditions of the offering and the risks associated
therewith are described and understood by the Subscriber.
8. Termination
of the Offering. The undersigned understands that the
Company may terminate this offering at any time and for any
reason. In the event any suchtermination occurs, the Subscription
Agreements and any funds related thereto shall be returned to the Subscriber,
without interest or any reimbursement for any costsincurred by the
Subscriber.
9. Governing
Law. This Subscription Agreement shall be
governed and construed in all respects in accordance with the laws of the State
of Nevada without giving effect toany conflict of laws or choice of law
rules.
_________________________________________ _______________________________________________
Subscriber’s
Signature Date Joint
Subscriber’s
Signature Date
SEND SUBSCRIPTION AGREEMENT AND CHECK
TO: WPS, Inc., 000 X. Xxxxx Xxx., Xxxx 0,
Xxx Xxxxx, XX 00000