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WILSHIRE INTER-GROUP,
INC.
Subscription
Agreement
PRINT NAME OF
SUBSCRIBER:
NUMBER OF
SHARESS SUBSCRIBED FOR:
Exhibit A
SUBSCRIPTION
AGREEMENT
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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The undersigned
represents, warrants, and agrees as follows:
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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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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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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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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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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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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
appropri
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