Exhibit 99 -- Subscription Agreement
SUBSCRIPTION AGREEMENT - COMMON SHARES
PINOAK, INC.
00000 Xxxx Xxxxx Xxxxxx
Xxxx, Xxxxxxx 00000
IN ORDER TO PURCHASE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE, OF
PINOAK, Inc., (THE "COMPANY") AS DESCRIBED IN THE PROSPECTUS DATED ________,
2001, ACCOMPANYING THIS SUBSCRIPTION AGREEMENT, EACH SUBSCRIBER MUST
COMPLETE, EXECUTE AND RETURN THIS SUBSCRIPTION AGREEMENT, ALONG WITH THE
PAYMENT, BY CHECK PAYABLE TO "SOUTHWEST ESCROW COMPANY, AS ESCROW AGENT,"
FOR THE SHARES PURCHASED, TO THE COMPANY AT 00000 XXXX XXXXX XXXXXX, XXXX,
XX 00000. CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED
SHALL HAVE THE MEANING ASCRIBED THERETO IN THE PROSPECTUS.
1. Subscription
The undersigned (the "Subscriber") hereby subscribes for and agrees to
purchase from the PINOAK, Inc. (the "Company"), subject to the terms and
conditions set forth in the Prospectus dated ______________, 2002 (the
"Prospectus"), a copy of which accompanied this Subscription Agreement,
___________shares of the Company's common stock $.001 par value per share,
at a price per Share of $.025 per share or $____________ in the aggregate
(the "Subscription Price").
2. Payment
The Subscription Price must accompany this Subscription and shall be paid by
check payable to "Southwest Escrow Company, as Escrow Agent."
3. Subscription Information
If an Individual:
____________________________________________________________________________
Full Name (type or print) Social Security Number
____________________________________________________________________________
Address, City, State, Zip Telephone
If a Corporation:
____________________________________________________________________________
Full Corporation Name (type or print)Tax ID Number
____________________________________________________________________________
Head Office Address, City, State, Zip Telephone
4. Special State Law Considerations
THE SHARES HAVE NOT BEEN REGISTERED IN THE STATES OF ARIZONA AND NEVADA, BY
REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED
AVAILABILITY OF THE OFFERING. THE SHARES CANNOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED
IN THE STATES OF ARIZONA AND NEVADA, IF SUCH REGISTRATION IS REQUIRED.
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE ARIZONA UNIFORM SECURITIES ACT,
IN RELIANCE UPON THE EXEMPTION CONTAINED IN SECTION R14-4-126.C.3, OF SUCH
ACT. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHER DISPOSED OF TO
ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED AND/OR THE ARIZONA SECURITIES ACT OR EXEMPTION THEREFROM.
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE NEVADA UNIFORM SECURITIES ACT,
IN THE EVENT THAT SALES ARE NOT MADE TO TWENTY FIVE (25) OR MORE PERSONS IN
THE STATE OF NEVADA PURSUANT TO THE EXEMPTION FOR LIMITED OFFERS OR SALES OF
SECURITIES SET FORTH IN NEVADA REVISED STATUTE SECTION 90.530(11) OF THE
NEVADA UNIFORM SECURITIES ACT.
5. Miscellaneous
(a) All pronouns and any variations thereof used herein shall be deemed to
refer to the masculine, feminine, impersonal, singular or plural, as the
identity of the person or persons may require.
(b) This Subscription Agreement constitutes the legal, valid and binding
obligation of the undersigned enforceable in accordance with its terms this
Subscription Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of Nevada, as such laws
are applied by Nevada courts to agreements entered into and to be performed
in Nevada and between residents of Nevada, and shall be binding upon the
Subscriber, the Subscriber's heirs, estate, legal representatives,
successors and assigns. If any provision of this Subscription Agreement is
invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any provision hereof that may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision hereof.
(c) This Subscription Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and may be amended
only by a writing executed by both parties hereto.
(d) Except as set forth herein, neither this Subscription Agreement nor any
provision hereof shall be waived, modified, changed, discharged, terminated,
revoked or canceled except by an instrument in writing signed by the party
effecting the same against whom any change, discharge or termination is
sought.
(e) The Offering may be withdrawn at any time prior to the issuance of
Shares to prospective Subscribers. Further, in connection with the offer and
sale of the Shares, the Company reserves the right, in its sole discretion,
to reject any subscription in whole or in part or to allot to any
prospective subscriber fewer than the Shares applied for by such subscriber.
The Shares are offered by the Company subject to prior sale, acceptance of
an offer to purchase, withdrawal, cancellation or modification of the offer,
without notice.
(f) This Subscription Agreement does not constitute an offer to sell or a
solicitation of any offer to buy any securities offered hereby by anyone in
any jurisdiction in which such offer or solicitation is not qualified to do
so or to anyone to whom it is unlawful to make such offer or solicitation.
IN WITNESS WHEREOF, THE SUBSCRIBER HAS EXECUTED THIS SUBSCRIPTION AGREEMENT
ON THIS ______ DAY OF ____________, _____.
__________________________________________
Name of Subscriber (Please type or Print)
__________________________________________
Accepted this ___ day of _________, _____[Signature of Subscriber or of duly
authorized signatory of a corporation, partnership or other subscriber that
is not a natural person] PINOAK, INC.
Name:_____________________________________
By: ______________________________________
Title:____________________________________
(Signature of duly authorized signatory) Please print or type name and title
of duly authorized signatory of a corporate, partnership or other subscriber
that is not a natural person.
