Exhibit 10.1
SUBSCRIPTION AGREEMENT
New Harvest Capital Corporation
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The undersigned (the "Investor") hereby tenders his
subscription for and offers to acquire ______ shares of
Common Stock (the "Shares") of New Harvest Capital
Corporation (the "Company"). This subscription is
tendered in connection with a private offering of up
to 25,000,000 Shares pursuant to a Confidential Private
Offering Memorandum dated February 5, 2002
(the "Memorandum"). Unless sooner terminated
by the Company, this offering will terminate on
or before March 21, 2002.
The Company represents and warrants to the
Investor that (a) the authorized number of shares
of Common Stock (the "Common Stock") of the Company
is 300,000,000; (b) the issued and outstanding number
of shares of Common Stock as of February 5, 2002 is
103,559,999; (c) the purpose of this offering is to
raise money for general working capital purposes;
(d) there is a substantial possibility that your
investment in the Company could become worthless;
(e) In February 2002, the Company sold to JLM
Couture, Inc., an affiliated company ("JLM"),
68,740 shares of common stock of JLM for
$161,882.70, representing the average of the
closing ask price for ten days prior to the
sale; and (f) the Company issued to Xx. Xxxxxx X.
Xxxxxx and Xx. Xxxxxxx Xxxxxxxxxx 13,860,000
and 700,000 restricted Shares for $69,300 and
$3,500 (at $.005 per Share) respectively, for
services rendered to the Company.
1. Subscription Payment. As payment for
this subscription, simultaneously with the execution
hereof, the Investor is either (i) delivering herewith
a check payable to the order of New Harvest Capital
Corporation, or (ii) transferring funds by wire
pursuant to the instructions of the Company, in the
amount of $.0025 per Share being subscribed for with a
minimum of 2,000,000 Shares ($5,000).
2. Representations of the Investor.
The Investor, recognizing that the Company
will be relying on the information
and on the representations set forth herein, hereby
represents, warrants and agrees as follows:
(a) The Investor understands that the offer and sale
of the Shares is being made by means of this Subscription
Agreement, and is aware of the high degree of risk
associated with an investment in the Shares.
(b) The Investor is a person who is able to bear
economic risks including a loss of an investment in
the Shares.
(c) The Investor is purchasing the Shares issued
pursuant to this Subscription Agreement for his own
account for investment, and not with a view to or
for sale in connection with the distribution
of the Shares nor with any present intention of selling
or otherwise disposing of all or any part of the Shares;
provided, however, the Investor shall have the right to
transfer the securities to third parties pursuant to an
exemption from registration under the Securities Act
of 1933 (the "Act"). In connection with any such future
transfer, the Company will accept an acceptable opinion
of counsel to the Investor as to the existence of any
exemption. The Investor hereby acknowledges his
understanding that the Shares are not being registered
under the Act or any state securities laws, on the ground
that the issuance and sale of the Shares to the Investor
is exempt under the Act and relevant state securities laws,
as a small offering and not involving a public offering.
The Investor agrees not to sell the Shares unless they are
subsequently registered or an exemption from such
registration is available.
The Investor further acknowledges his understanding that
the Company's reliance on such exemptions are, in part,
based upon the foregoing representations, warranties,
and agreements by the Investor and that the statutory basis
for such exemptions would not be present, if notwithstanding
such representations, warranties and agreements, the
undersigned were acquiring the Shares for resale on
the occurrence or non-occurrence of some predetermined
event. In order to induce the Company to issue and
sell the Shares subscribed for hereby
to the Investor, it is agreed that the Company
will have no obligation to recognize the ownership,
beneficial or otherwise, of such Shares by anyone
but the Investor, except as set forth herein.
(d) All information contained in this Subscription
Agreement is correct and complete. Any material
change occurring in this Subscription Agreement
prior to acceptance of this subscription shall be
promptly reported to the Company. The Investor, in
connection with his investment in the Company,
has sufficient knowledge and experience in matters
relating to business and financial matters in
general and he is capable of evaluating the merits
and risks of an investment in the Company and of
making an informed investment decision.
(e) The address set forth in this Subscription
Agreement is his true and correct primary residence,
and he has no present intention of becoming a resident
of any other state or jurisdiction.
(f) The Investor acknowledges and is aware
that, except as set forth herein, the
Investor will not transfer or assign this
subscription, the Shares or any interest therein;
if and to the extent this subscription is accepted,
the assignment and transferability of the Shares
subscribed for by the Investor will be governed by
this Subscription Agreement and all applicable laws.
(g) The Investor acknowledges and is aware that
this subscription is voidable by the Investor
within three days after the first tender
of consideration is made by the Investor to
the Company, an agent of the Company or an
escrow agent. Subsequent to this three day period,
the Investor is not entitled to cancel, terminate
or revoke this subscription, and any agreements
of the Investor in connection herewith shall
survive the death or disability of the Investor.
(h) The Investor has been given access to full and fair
disclosure of all material information concerning
the Company. The Investor has also been given
the opportunity to ask questions of, and receive
answers from, management of the Company regarding
the terms and conditions of this Agreement,
and the transactions contemplated thereby, as
well as the affairs of the Company and related matters.
The Investor may have access to whatever additional
information concerning the Company, its financial
condition, business, prospects, management,
capitalization, and other similar matters, that the
Investor or his purchaser representative, if any, desires,
provided that the Company can acquire such information without
unreasonable effort or expense.
(i) The Investor has received and carefully
reviewed the Memorandum, and except for the Memorandum,
the Investor has not been furnished with any other
materials or literature relating to the offer and
sale of the Shares.
(j) The Investor has had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraphs (h) and (i) hereof.
(k) The Investor acknowledges that the proposed use of proceeds
from the purchase of the Shares in this offering is for general
working capital purposes.
(l) The Investor acknowledges that the shares of Common Stock
to be issued pursuant to this Subscription Agreement will be
legended as follows:
THE SECURITIES EVIDENCED OR CONSTITUTED
HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
THE REGISTRATION PROVISIONS OF THE SECURITIES
ACT OF 1933 ("THE ACT") HAVE BEEN COMPLIED WITH
OR UNLESS THE COMPANY HAS RECEIVED AN OPINION
OF ITS COUNSEL OR COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
(m) This Subscription Agreement supercedes any and all
documents, agreements, whether written or oral, or other
commitments heretofore entered having to do with ownership
of the Company between the Investor and the Company.
3. Indemnification. The Investor hereby agrees to
indemnify and hold harmless the Company, its respective
officers, directors, shareholders, employees, agents
and attorneys against any and all losses, claims, demands,
liabilities and expenses (including reasonable legal
or other expenses incurred by each such person in
connection with defending or investigating any such
claims or liabilities, whether or not resulting
in any liability to such person) to which any such
indemnified party may become subject under the Act,
under any other statute, at common law or otherwise,
insofar as such losses, claims, demands, liabilities
and expenses (a) arise out of or are based upon any untrue
statement or alleged untrue statement of a material
fact contained in this Subscription Agreement
made by the Investor or (b) arise out
of or are based upon any breach of any representation,
warranty or agreement of the Investor contained herein.
4. Survival of Representations, Warranties and Agreements.
The representations, warranties and agreements contained herein
shall survive the delivery of, and payment for,
the Shares.
5. Acceptance of Subscription. The Company may
accept this Subscription Agreement at any time for the
Shares subscribed for by executing a copy hereof as
provided and notifying the Investor. The Investor understands
that the Company may, in its sole discretion, reject this
subscription or may accept only a portion of this subscription.
SIGNATURE PAGE
______________
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement this____day of_________, 2002.
Organization Signature: Individual Signature:
_______________________ _________________________
Print Name of Subscriber
By: ____________________ _________________________
Signature (s)
________________________ _________________________
Print Name and Title of Print Name (s)
Person Signing
_________________________
Print Name (s)
Number of Shares Subscribed for: ______________________
(Please print information below
exactly as you wish it to appear in
the records of the Company)
____________________________ _______________________________
Name and capacity in which Social Security Number of Indi-
subscription is made -- see dividual or other Taxpayer I.D.
below for particular Number
requirements
Address: Address for notices if different:
___________________________ ________________________________
Number and Street Number and Street
___________________________ ________________________________
City State Zip Code City State Zip Code
Please indicate form of ownership:
___________________________ ________________________________
TENANTS-IN-COMMON JOINT TENANTS WITH RIGHT OF
(Both Parties must sign SURVIVORSHIP
above) (Both Parties must sign above)
_________________________________
_________________________________
Address
ACCEPTANCE OF SUBSCRIPTION
NEW HARVEST CAPTIAL CORPORATION
The foregoing subscription is hereby accepted by
New Harvest Capital Corporation this ____ day
of_________, 2002, for____________Shares.
NEW HARVEST CAPITAL CORPORATION
By:____________________________
Name: Xxxxxx X. Xxxxxx
Title: President
