Attached files

file filename
S-1 - FORM S-1 OF TENAYA ACQUISITIONS COMPANY - Tenaya Acquisitions Cog6954.txt
EX-5 - OPINION & CONSENT OF COUNSEL - Tenaya Acquisitions Coex5.txt
EX-3.1 - ARTICLES OF INCORPORATION - Tenaya Acquisitions Coex3-1.txt
EX-3.2 - BYLAWS - Tenaya Acquisitions Coex3-2.txt
EX-23.1 - CONSENT OF AUDITOR - Tenaya Acquisitions Coex23-1.txt
EX-10.2 - ORAL AGREEMENT - Tenaya Acquisitions Coex10-2.txt
EX-10.1 - TRUST AGREEMENT - Tenaya Acquisitions Coex10-1.txt

                                                                    EXHIBIT 99.1

                           TENAYA ACQUISITIONS COMPANY
                             SUBSCRIPTION AGREEMENT

1. INVESTMENT:

The undersigned ("Buyer") subscribes for ____________ Shares of Common Stock of
Tenaya Acquisitions Company at $0.01 per share.

Total subscription price ($0.01 times number of Shares): = $___________________.

PLEASE  MAKE  CHECKS  PAYABLE  TO:  UNDERHILL   SECURITIES  CORP.  F/B/O  TENAYA
ACQUISITIONS COMPANY

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 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.

5. 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. 6. Governing Law. (a) This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Nevada 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. INVESTOR SUBSCRIPTION ACCEPTED AS OF ______ day of _________________, _____________________________ Signature of Buyer Tenaya Acquisitions Company 1930 Village Center Circle, #3-201 _____________________________ Las Vegas, Nevada 89134 Printed Name _____________________________ By:_____________________________ President Deliver completed subscription agreements and checks to: Underhill Securities Corp. 4045 South Spencer Street, Suite 108 Las Vegas, Nevada 8911