Exhibit 10.3
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 700,000 shares of Common Stock
(the "Shares") of New Harvest Capital Corporation
(the "Company").
The Company represents and warrants
to the Investor that (a) the authorized number
of Shares is 300,000,000; and (b) the issued
and outstanding number of Shares as of February
1, 2002 is 88,999,999.
1. Subscription. The purpose of this
is to issue 700,000 Shares to me in exchange
for services rendered to the Company in the
amount of $3,500 ($.005 per Share).
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 superceeds 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 of each such entity
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 or (b) arise out of or are
based upon any breach of any representation,
warranty or agreement 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 15th day of February, 2002.
Individual Signature:
/s/Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx
Print Name of Subscriber
Number of Shares Subscribed for: 700,000
Social Security Number
Address: Address for notices if different:
Number and Street Number and Street
City State Zip Code City State Zip Code
ACCEPTANCE OF SUBSCRIPTION
NEW HARVEST CAPTIAL CORPORATION
The foregoing subscription is hereby accepted
by New Harvest Capital Corporation this 15th day of
February, 2002, for 700,000 Shares.
NEW HARVEST CAPITAL CORPORATION
By: /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
