3430RD
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 $.005 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 via wire transfer upon execution of this Subscription Agreement
with said wire transfer to be made per the following instructions:
Bank: Xxxxx Fargo Bank
0000 Xxxxxxx Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
ABA No. 000000000
Account No.: Xxxxxxx X. Xxx, Esq.
Client Trust Account
No. 0652-058801
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.
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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. Place of Offer/Non U.S. Persons: Subscriber acknowledges that
neither JEI nor any of its agents has made any offer or sale of shares to it in
the United States of America, its territories or possessions (the "USA"), nor
does this Subscription Agreement originate in the USA.
7. Documentation/Verification of Non-U.S. Person Status: Subscriber
agrees to provide JEI with copies of such documents that may be requested by JEI
so as to verify its non-U.S. person status. Subscriber further agrees to
further provide such documents so as to verify that the purchase of the shares
was duly authorized by the Subscriber.
8. No Approval by Regulatory Agency: The Subscriber further acknowledges
and understands that the shares are being offered in reliance on and pursuant to
Regulation D, Rule 504 of the Act 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.
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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.
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.
16. Delivery of Shares: Upon approval and acceptance of this Subscription
Agreement by JEI, JEI will issue to the Subscriber pursuant to Regulation D,
Rule 504 the subject shares which will be without a restrictive legend and free
trading in nature.
SUBSCRIBER
DATED: ______________________________ ____________________________________
Signature
ADDRESS: _________________________
Please
Print _________________________
_________________________
PLEASE ATTACHE THE DOCUMENTATION TO VERIFY
YOUR NON-U.S. PERSON STATUS
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DISPOSITION OF SUBSCRIPTION AGREEMENT
This Subscription Agreement (is _____) (is not _____) accepted by JUPITER
ENTERPRISES, INC.
JUPITER ENTERPRISES, INC.
DATED: ______________________________ ____________________________________
President
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