Attached files
| file | filename |
|---|---|
| S-1 - TURNPOINT - S-1 - Turnpoint Global, Inc. | turnpoint_s1.htm |
| EX-3.B - TURNPOINT - BYLAWS - Turnpoint Global, Inc. | turnpoint_bylaws.htm |
| EX-3.A - TURNPOINT - ARTICLES OF INCORPORATION - Turnpoint Global, Inc. | turnpoint_articles.htm |
| EX-5 - TURNPOINT - LEGAL OPINION - Turnpoint Global, Inc. | turnpoint_legalopinion.htm |
| EX-15.1 - TURNPOINT - AUDITOR CONSENT - Turnpoint Global, Inc. | turnpoint_auditorconsent.htm |
| EX-23.B - TURNPOINT - AUDITOR CONSENT - Turnpoint Global, Inc. | turnpoint_auditorconsent2.htm |
| EX-99.A - TURNPOINT - ESCROW AGREEMENT - Turnpoint Global, Inc. | turnpoint_escrowagreement.htm |
| EX-23.A - TURNPOINT - ATTORNEY CONSENT - Turnpoint Global, Inc. | turnpoint_attorneyconsent.htm |
Exhibit
99(b)
Subscription
Agreement
Turnpoint
Global, Inc.
|
1.
|
Investment:
|
(a) The
undersigned (“Buyer”) subscribes for _____________ Shares of Common Stock of
Turnpoint Global, Inc. at $0.05 per share.
(b) Total
subscription price ($0.05 times number of shares): = $___________
PLEASE
MAKE CHECKS PAYABLE TO: Randall Brumbaugh, Esq. fbo Turnpoint
Global, Inc.
|
2.
|
Investor
information:
|
|
Name
(type or print)
|
SSN/EIN/Taxpayer
I.D.
|
||||||||||
|
E-Mail
address:
|
|||||||||||
|
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.:
|
||||
|
Partnership
(Limited Partnerships use
“Corporation”)
|
|||||
|
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 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
understands that his or her investment in the Shares is speculative and
involves a high degree of risk, and is not recommended for any person who
cannot afford a total loss of the investment. Buyer is able to bear
the economic risks of an investment in the Offering and at the present
time can afford a complete loss of such
investment.
|
|
|
(d)
|
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.
|
|
|
(e)
|
Buyer
has (i) adequate means of providing for his or her current financial needs
and possible personal contingencies, and no present need for liquidity of
the investment in the Shares, and (ii) a liquid net worth (that is, net
worth exclusive of a primary residence, the furniture and furnishings
thereof, and automobiles) which is sufficient to enable Buyer to hold the
Shares indefinitely.
|
|
|
(f)
|
If
the Buyer is acting without a Purchaser Representative, Buyer has such
knowledge and experience in financial and business matters that Buyer is
fully capable of evaluating the risks and merits of an investment in the
Offering.
|
|
|
(g)
|
Buyer
has been furnished with the Prospectus. Buyer has assessed the merit
of this offering on his or her own or otherwise consulted exclusively with
his or her attorney, accountant, or such other professional advisors with
respect to any investment in the Shares as Buyer deems necessary or
advisable, and Buyer acknowledges that all documents, records and books
pertaining to an investment in the Shares have been made available for
Buyer’s inspection and analysis, and for inspection and analysis by such
attorney, accountant and/or other professional advisors, and Buyer
understands that the books and records of the Company will be made
available to Buyer and his or her professional advisors upon reasonable
notice for inspection during reasonable business hours at the Company’s
principal place of business. Buyer acknowledges that he or she
and/or his or her professional advisors have had the opportunity to obtain
any additional information requested in order to verify the accuracy of
the contents of the Prospectus, and to ask questions and/or receive
answers from the officers of the Company concerning the terms and
conditions of this offering, the Prospectus and any additional information
requested which Buyer and/or his or her professional advisors deemed
necessary to evaluate the prudence of this investment and all such
questions have been answered to the full satisfaction of Buyer, none of
which answers are in any way inconsistent with the
Prospectus.
|
|
|
(h)
|
Buyer
understands that Buyer shall be required to bear all personal expenses
incurred in connection with his or her purchase of the Shares, including
without limitation, any fees which may be payable to any accountants,
attorneys or any other persons consulted by Buyer in connection with his
or her investment in the Offering.
|
5. Indemnification
Buyer
acknowledges an understanding of the meaning of the legal consequences of
Buyer’s representations and warranties contained in this Subscription Agreement
and the effect of his or her signature and execution of this Agreement, and
Buyer hereby agrees to indemnify and hold the Company and each of its officers
and/or directors, representatives, agents or employees, harmless from and
against any and all losses, damages, expenses or liabilities due to, or arising
out of, a breach of any representation, warranty or agreement of or by Buyer
contained in this Subscription Agreement.
6. Acceptance
of Subscription.
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.
7. Governing
Law.
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.
Investor’s
Subscription
Accepted
as of this ________day of
, 2010
Turnpoint
Global, Inc.
409 West
119th
Street South
Jenks,
Oklahoma 74037
By: ___________________________
President
Bo
Falkman
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
Deliver completed
subscription agreements and checks to:
Randall Brumbaugh, Esq.
417 W. Foothill Blvd.
Suite B-175
Glendora, CA 91741