EXHIBIT 99.4 - SUBSCRIPTION AGREEMENT
SOUTH TEXAS OIL COMPANY
SUBSCRIPTION AGREEMENT
South Texas Oil Company
2802 Flintrock Trace, Suite #252
Austin, TX 78738
Fax: (512) 263-5046
Re: Investment in Common Stock Purchase Warrants of South Texas Oil Company, a
Nevada corporation (the "Company")
Dear Sirs:
The undersigned purchaser (the "Purchaser") hereby subscribes for
1,000,000 Common Stock Purchase Warrants representing the right to purchase
1,000,000 shares of the Company's common stock, $.001 par value per share
("Common Stock"), restricted as to transfer under Rule 144 and containing
legends to that effect and subject to piggyback registration rights as
described therein (the "Warrants"). The purchase price for the Warrants is
U.S. $100, and good and other valuable consideration, receipt of which is
acknowledged by Company.
For the purpose of subscribing for such Warrants, and intending to be
legally bound hereby, the Purchaser hereby agrees as follows:
NAME OF PURCHASER: Longview Fund, L.P.
ADDRESS OF PURCHASER: 600 Montgomery Street, 44th Floor, San Francisco, CA
94111
DATE OF SUBSCRIPTION: January ___, 2007
AMOUNT OF SUBSCRIPTION AND PURCHASE PRICE: $100 (United States Dollars), and
good and other valuable consideration.
COUNTRY OF RESIDENCE: United States
1. Subscription for Warrants.
Upon the terms and conditions set forth herein, the Purchaser hereby
subscribes for and agrees to acquire the Warrants for the Purchase Price stated
above (the "Subscription Price"). The Company acknowledges receipt of or
credit to Purchaser of the full amount of the Subscription Price. Upon
acceptance of this Subscription Agreement by the Company in accordance with the
provisions hereof, this Subscription Agreement shall become a binding contract
between the parties hereto. The Purchaser acknowledges that all documents,
records and books pertaining to the investment contemplated hereby have been
made available for inspection by the Purchaser and his attorney, accountant and
purchaser representative, if any, and that the books and records of the Company
will be available, upon request made by the Purchaser, upon reasonable notice
to management of the Company, for inspection by the Purchaser and/or his
representatives during reasonable business hours.
2. Acceptance of Subscription.
The Company acknowledges that this Subscription has been irrevocably
accepted.
3. Certain Representations of the Purchaser.
The Purchaser hereby represents and warrants as follows to the
Company and management, and the Purchaser acknowledges that the Purchaser has
full knowledge that such persons intend to rely on such representations and
warranties:
(a) The Purchaser has read carefully and understands any and all
information provided to him by the company, and has consulted his own attorney,
accountant or purchaser representative with respect to the investment
contemplated hereby and its suitability for the Purchaser.
(b) The Company has given to the Purchaser, during the course of
this transaction and prior to the purchase of the Warrants, the opportunity to
ask questions of, and receive answers from management concerning the terms and
conditions of this investment and to obtain any additional information
necessary to verify information that was provided to the Purchaser, to the
extent that the Company possesses such information or can acquire it without
unreasonable effort or expense.
(c) The Purchaser is acquiring the Warrants without having been
furnished any offering literature or prospectus other than any documents or
answers to questions described in Section 3(b) above.
(d) The Purchaser is acquiring the Warrants legally and
beneficially for his own account as principal, and only for investment and not
with a view toward resale or other distribution thereof. Disposition authority
for the Warrants will be held solely by the Purchaser.
(e) The Purchaser understands and agrees that the Purchaser must
bear the economic risk of the investment contemplated hereby for an indefinite
period of time; that the Warrants has not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and therefore cannot be resold,
and the Purchaser shall not attempt to resell any thereof, unless they are
subsequently registered under the Securities Act or unless an exemption from
such registration is available; that the Purchaser will not resell or otherwise
dispose of all or any part of the Warrants purchased by the Purchaser except as
permitted by law, including, without limitation, any and all applicable
provisions of this Agreement, the Securities Act and any regulations
thereunder, and applicable state securities laws and regulations; and that the
Company does not have any intention of registering the Warrants under the
Securities Act or of supplying any information which may be necessary to enable
the Purchaser to sell the Warrants, except as described in the Warrants. All
certificates and other documents issued in connection with the Warrants shall
bear appropriate legends as to the restrictions on transfer.
(f) The Purchaser has adequate means of providing for his current
needs and personal contingencies and has no need for liquidity in connection
with the investment contemplated hereby. The Purchaser's overall commitment to
investments which are not readily marketable is not disproportionate to the net
worth of the Purchaser, and the Purchaser's investment in the Warrants will not
cause such overall commitment to become excessive. The Purchaser recognizes
that an investment in the Company involves certain risks, and the Purchaser has
taken full cognizance of and understands all of the risk factors related to the
purchase of the Warrants.
(g) The Purchaser has such knowledge and experience in financial
and business matters that he, together with his purchaser representative(s), if
any, is capable of evaluating the merits and risks of an investment in the
Warrants.
(h) The Purchaser is familiar with the term "accredited investor"
as such term is utilized in Regulation D promulgated under the Securities Act.
The Purchaser represents and warrants that Purchaser is an accredited investor.
4. Acknowledgments of the Purchaser.
The Purchaser understands and acknowledges that no federal or state
agency has made any finding or determination as to the reasonables of the
Warrants for public investment or any recommendation or endorsement of the
investment.
5. Registration. If the Company at any time proposes to register any
of its securities under the Securities Act of 1933 for sale to the public,
whether for its own account or for the account of other security holders or
both, except with respect to registration statements on Forms S-4, S-8 or
another form not available for registering the Common Stock for sale to the
public, each such time it will give at least thirty (30) days' prior written
notice to the Purchaser or assignee of the Warrants of its intention so to do.
Upon the written request of the Purchaser or assignee, received by the Company
within fifteen (15) days after the giving of any such notice by the Company,
the Company will cause the Common Stock as to which registration shall have
been so requested to be included with the securities to be covered by the
registration statement proposed to be filed by the Company, all to the extent
required to permit the sale or other disposition of the Common Stock so
registered by the Purchaser or assignee. The foregoing supplements the rights
granted to the Purchaser and described in Section 10 of the Warrant.
6. General.
This Subscription Agreement (a) shall be binding upon the Purchaser
and the heirs, legal representatives, successors and assigns of the Purchaser,
(b) shall be governed, construed and enforced in accordance with the laws of
the State of New York (except insofar as affected by the state securities or
"Blue Sky" laws of the jurisdiction in which the offering described herein may
have been made to the Purchaser), and (c) shall survive the acceptance by the
Company of this Subscription Agreement and the consummation of the offering
contemplated hereby. Venue for dispute resolution in connection with this
Subscription Agreement shall be the same as set forth in Section 14 of the
Warrant.
IN WITNESS WHEREOF, the Purchaser has executed this Subscription
Agreement as of January ___, 2007.
LONGVIEW FUND, L.P.
By: _________________________________________
Name:
Title:
ACCEPTED:
SOUTH TEXAS OIL COMPANY
By: _________________________________________
Name:
Title: