Exhibit 10.13
Subscription Agreement
Texhoma Energy, Inc.
SUBSCRIPTION AGREEMENT
IN
TEXHOMA ENERGY, INC.
1. SUBSCRIPTION. The undersigned (often referred to individually as
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"Purchaser" or "Shareholder") hereby agrees to become an investor in Texhoma
Energy, Inc., a Nevada corporation (the "Company"), and to purchase 7,500,000
shares ("Shares") of common stock ("Common Stock") at a price of $0.04 per
share.
2. REPRESENTATIONS BY THE UNDERSIGNED. The undersigned represents and
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warrants as follows:
a. The undersigned is purchasing the Shares without being
furnished any offering literature or prospectus;
b. The undersigned recognizes that the Shares of Common Stock
have not been registered under the Securities Act of 1933, as
amended ("Act"), nor under the securities laws of any state and,
therefore, cannot be resold unless resale of is registered under
the Act or unless an exemption from registration is available; no
public agency has passed upon the fairness of the terms of the
offering; the undersigned may not sell the Shares without
registering them under the Act and any applicable state
securities laws unless exemptions from such registration
requirements are available with respect to any such sale;
c. The undersigned is acquiring the Shares for his own account
for long-term investment and not with a view toward resale,
fractionalization or division, or distribution thereof, and he
does not presently have any reason to anticipate any change in
his circumstances, financial or otherwise, or particular occasion
or event which would necessitate or require his sale or
distribution of the Shares. No one other than the undersigned has
any beneficial interest in said securities;
d. The undersigned acknowledges as follows:
_____ (i) I am an Accredited Investor because I meet one of the
following items:
is a natural person who has an individual net worth, or
joint net worth with that person's spouse of more than
$1,000,000; or
is a natural person who had an individual income in excess
of $200,000 in each of the two most recent years or joint income
with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year; or
is a bank as defined in Section 3(a)(2) of the 1933 Act or
any savings and loan association or other institution as defined
in Section 3(a)(5)(A) of the 1933 Act whether acting in its
individual or fiduciary capacity; or
any broker or dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934; or
is an insurance company as defined in Section 2(13) of the
1933 Act; or
is an investment company registered under the Investment
Company Act of 1940 or a business development company as defined
in Section 2(a)(48) of that act; or development company as
defined in Section 2(a)(48) of that act; or
is a Small Business Investment Company licensed by the U. S.
Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; or
is an employee benefit plan within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, if the
invest-ment decision is made by a "plan fiduciary" (as defined in
Section 3(21) of such act) which is either a bank, insurance
company, or registered investment advisor, or if the employee
benefit plan has total assets in excess of $5,000,000, or, if a
self-directive plan, its investment decisions are made solely by
persons that are accredited investors; or
is a "private business development company" as defined in
Section 202(a)(22) of the Investment Advisors Act of 1940; or
is an organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total assets in
excess of $5,000,000; or
any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Shares of Common
Stock, whose purchase is directed by a sophisticated person as
defined in the rules and regulations of the 1933 Act; or
is an entity in which all of the equity owners fall within
one of the categories set forth above in (1) through (11); or
is otherwise an Accredited Investor as defined in Section
501 of Regulation D as adopted by the Securities and Exchange
Commission.
----- (ii) I am not an Accredited Investor.
X (iii) I reside outside of the United States.
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e. The undersigned has such knowledge and experience in
financial and business matters that the undersigned is capable of
evaluating the merits and risks of an investment in the Shares
and of making an informed investment decision, and does not
require a Purchaser Representative in evaluating the merits and
risks of an investment in the Shares;
f. The undersigned recognizes that the investment herein is a
speculative venture and that the total amount of funds tendered
to purchase Shares is placed at the risk of the business and may
be completely lost. The purchase of Shares as an investment
involves special risks;
g. The undersigned realizes that the Common Stock cannot
readily be sold as they will be restricted securities and
therefore the Shares must not be purchased unless the undersigned
has liquid assets sufficient to assure that such purchase will
cause no undue financial difficulties and the undersigned can
provide for current needs and possible personal contingencies;
h. The undersigned confirms and represents that he, she or it
is able (i) to bear the economic risk of his, her or its
investment, (ii) to hold the Shares for an indefinite period of
time, and (iii) to afford a complete loss of his, her or its
investment. The undersigned also represents that he, she or it
has (i) adequate means of providing for his, her or its current
needs and possible personal contingencies, and (ii) has no need
for liquidity in this particular investment;
i. The undersigned understands that the ability to transfer the
Shares will be restricted which includes restrictions against
transfers unless the transfer is effected in compliance with the
1933 Act and applicable state securities laws (including
investment suitability standards); that the Company will consent
to a transfer of the Shares only if the transferee represents
that such transferee meets the suitability standards required of
an initial subscriber and that the Company has the right, in its
sole discretion, to refuse to consent to the transfer of the
Shares;
j. All information which the undersigned has provided to the
Company concerning the undersigned's financial position and
knowledge of financial and business matters is correct and
complete as of the date hereof, and if there should be any
material change in such information prior to acceptance of this
Agreement by the Company, the undersigned will immediately
provide the Company with such information;
k. The undersigned has carefully considered and has, to the
extent he, she or it believes such discussion necessary,
discussed with his, her or its professional, legal, tax and
financial advisors, the suitability of an investment in the
Shares for his, her or its particular tax and financial situation
and that the undersigned and his, her or its advisers, if such
advisors were deemed necessary, have determined that the Shares
are a suitable investment for him;
l. The undersigned has not become aware of this offering and
has not been offered Shares by any form of general solicitation
or advertising, including, but not limited to, advertisements,
articles, notices or other communications published in any
newspaper, magazine, or other similar media or television or
radio broadcast or any seminar or meeting where, to the
undersigned's knowledge, those individuals that have attended
have been invited by any such or similar means of general
solicitation or advertising; and
m. The undersigned (i) is a bona fide resident of the state set
forth as his, her or its "residence address" in this Subscription
Agreement and Acknowledgment of Investment.
3. Indemnification. It is acknowledged that the meaning and legal
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consequences of the representations and warranties contained in this Agreement
are understood and the undersigned hereby agrees to indemnify and hold harmless
the Company and each purchaser of Shares from and against any and all loss,
damage, and liability due to or arising out of a breach of any of the
representations and warranties made in this Agreement. The representations and
warranties contained herein are intended to and shall survive delivery of the
Agreement.
4. Restrictions on Transferability of Shares. The undersigned hereby
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agrees that the securities being purchased by him and any agreement or
certificate evidencing such securities shall be stamped or otherwise imprinted
with a conspicuous legend in substantially the following form:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933 or any state securities act.
The securities have been acquired for investment and may not be sold,
transferred, pledged or hypothecated unless (i) they shall have been
registered under the Securities Act of 1933 and any applicable state
securities act, or (ii) the corporation shall have been furnished with an
opinion of counsel, satisfactory to counsel for the corporation, that
registration is not required under any such acts."
5. Number of Shares Purchased. The undersigned hereby subscribes to
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purchase 7,500,000 Shares for an aggregate purchase price of $300,000 ($0.04 per
Share). The undersigned agrees to pay the purchase price via a check, payable
to "Texhoma Energy, Inc."
This Agreement is executed this the day of , 2006, at
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
TYPE OF OWNERSHIP (CHECK ONE):
INDIVIDUAL OWNERSHIP (one signature required)
--------
TRUST (please include name of trust, name of trustee, and date
-------- trust was formed and copy of the Trust Agreement or other
authorization)
PARTNERSHIP (please include a copy of the Partnership Agreement
-------- authorizing signature)
CORPORATION (please include a certified corporate resolution
-------- authorizing signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Please print here the exact name (registration)
the purchaser desires to appear in the records of the Company.
▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ ▇▇▇ 253
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Please print here the exact address
the purchaser desires to appear in the records of the Company.
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If interest payments are to be made to an address other than that shown above
(i.e., a
brokerage account), please print here such address and account designation.
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Please provide the purchaser's Social Security or Taxpayer Identification
Number
EXECUTION:
Please execute this Agreement by completing the appropriate section below.
1. If the subscriber is an INDIVIDUAL, complete the following:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature of purchaser
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name (please type or print)
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Name (please type or print)
2. If the subscriber is a CORPORATION, complete the following:
The undersigned hereby represents, warrants and covenants that the
undersigned has been duly authorized by all requisite action on the part of
the corporation listed below ("Corporation") to acquire the Shares and,
further, that the Corporation has all requisite authority to acquire such
Shares.
The officer signing below represents and warrants that each of the
above representations or agreements or understandings set forth herein has
been made by the Corporation and that he or she has authority under the
Articles of Incorporation, bylaws, and resolutions of the Board of
Directors of such Corporation to execute and deliver this Agreement on
behalf of the Corporation.
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Name of Corporation (please type or print)
By:
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Name:
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Title:
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3. If the subscriber is a PARTNERSHIP, complete the following:
The undersigned hereby represents, warrants and covenants that the
undersigned is a general partner of the Partnership named below
("Partnership"), has been duly authorized by the Partnership to acquire the
Shares and the Partnership has all requisite authority to acquire such
Shares.
The undersigned represents and warrants that each of the above
representations or agreements or understandings set forth herein has been
made by the Partnership and he or she is authorized by such Partnership to
execute and deliver this Agreement. Such General Partner has enclosed a
true copy of the Partnership Agreement of said Partnership, as amended to
date, together with a current and complete list of all Partners thereof.
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Name of Partnership (please type or print)
By:
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Name:
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Title:
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4. If the subscriber is a TRUST, complete the following:
The undersigned hereby represents, warrants and covenants that he or
she is duly authorized by the terms of the trust instrument ("Trust
Instrument") governing the trust ("Trust") set forth below to acquire the
Shares and that the undersigned, as trustee, has all requisite authority to
acquire such Shares for the Trust.
The undersigned, as trustee, executing this Agreement on behalf of the
Trust, represents and warrants that each of the above representations or
agreements or understandings set forth herein has been made by the Trust
and he or she is authorized by such Trust to execute and deliver this
Agreement. Such trustee encloses a true copy of the Trust Instrument of
said Trust, as amended to date.
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Name of Trust (please type or print)
By:
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Name:
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Title:
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ACCEPTED BY TEXHOMA ENERGY, INC. this the day of , 2006.
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TEXHOMA ENERGY, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Chairman