Upholstery International Inc


Subscription Agreement


 


 


1. Investment :


The undersigned (“Buyer”) subscribes for ____________
Shares of Common Stock of Upholstery International, Inc (“Company”) at $6.00 per share.


 


Total subscription price ($6.00) times the number of Shares):
= $_____________________.


 


PLEASE MAKE CHECKS PAYABLE TO: Upholstery International,
Inc.


 


2. Investor information :


 


Name (type or print) __________________________________________________


 


SSN/EIN/Taxpayer I.D. ________________________________________________


 


Address: __________________________________________________________


 


E-Mail address: _____________________________________________________


 


Joint Name (type or print) ______________________________________________


 


SSN/EIN/Taxpayer I.D ________________________________________________


 


E-Mail address: _____________________________________________________


 


Address (If different from above) ________________________________________


 


Mailing Address (if different from above):__________________________________


Street City/State Zip


 


Business Phone: ____________________________________________________


 


Home Phone: ______________________________________________________


 


3. Type of ownership :


(You must check one box)


 


____Individual


____Custodian for


____Tenants in Common


____Uniform Gifts to Minors Act of the State of: __________


____Joint Tenants with rights of Survivorship


____Corporation (Inc., LLC, LP) – Please List all officers,
directors, partners, managers, etc.:


 


____Trust Community Property


____Other (please explain)


 


4. Further Representations, Warrants and Covenants.


Buyer hereby represents warrants, covenants and agrees as
follows:


(a) Buyer is at least eighteen (18) years of age with an
address as set forth in this Subscription Agreement.


(b) Except as set forth in the Prospectus and the exhibits
thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether
or not associated with the Company or this




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offering. In entering into this transaction, Buyer 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 Buyer at Buyer’s sole discretion and judgment.


(c) Buyer is under no legal disability nor is Buyer subject
to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement
or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’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. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement
with respect to the transfer, assignment, resale or distribution of any of the Shares.


(d) Buyer acknowledges that Upholstery International, Inc.
is offering for sale a maximum of 5,000,000 shares of its common stock at a fixed price of $6.00 per share and that there is no
minimum number of shares that must be sold in order for the offering to close.


 


Acceptance of Subscription


 


(a) It is understood that this subscription is not binding
upon the Company until accepted by the Company, and that the Company has the right 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 to Buyer,
without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other
hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest,
whereupon Buyer 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.


 


5. Governing Law.


(a) This Subscription Agreement shall be governed and construed
in all respects in accordance with the laws of the State of Delaware without giving effect to any conflict of laws or choice of
law rules.


 


IN WITNESS WHEREOF, this Subscription Agreement has been
executed and delivered by the Buyer and by the Company on the respective dates set forth below.


 


 


 


_____________________________


Signature of Buyer


 


_____________________________ 


Printed Name


 


_____________________________


Date


 


INVESTOR SUBSCRIPTION ACCEPTED AS OF ____ day of _____, 2014.


 


Upholstery International, Inc


 


 


By:__________________________


President


 


 


Deliver completed subscription agreements and checks to:


Upholstery International, Inc


8005 W. 183rd Street, Ste E


Tinley Park, IL 60423


 



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