Exhibit 10.6
SUBSCRIPTION AGREEMENT
JLM COUTURE, INC.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The undersigned (the "Investor") hereby tenders his
subscription for and offers to acquire 200,000 shares of Common
Stock (the "Common Stock") of JLM Couture, Inc. (the "Company") at
a purchase price of $2.25 per share.
1. Subscription Payment. As payment for this subscription,
simultaneously with the execution hereof, the Investor is
delivering herewith his promissory note (the "Note") payable to the
order of JLM Couture, Inc. in the form set forth hereto as Exhibit
A and entering into a Pledge Agreement in the form attached hereto
as Exhibit B to secure the Note.
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
Common Stock is being made by means of this Subscription
Agreement, and is aware of the high degree of risk associated
with an investment in the Common Stock.
(b) The Investor, who is a significant shareholder, officer
and director of the Company, is a person who is capable to
bear economic risks including the entire loss of an investment
in the Common Stock.
(c) The Investor is purchasing the shares of Common Stock
issued pursuant to this Subscription Agreement (the "Shares")
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 Units 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 had the opportunity to obtain additional
information necessary to verify the accuracy of the
information referred to in subparagraph (h) hereof.
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 as of the 22nd day of December, 1998.
Organization Signature: Individual Signature:
s/Xxxxxx X. Xxxxxx
Print Name of Subscriber
By: Xxxxxx X. X'Xxxxx
Signature (s)
Secretary Xxxxxx X. Xxxxxx
Print Name and Title of Print Name (s)
Person Signing
Print Name (s)
Number of Shares Subscribed for: 200,000
(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)
ACCEPTANCE OF SUBSCRIPTION
JLM COUTURE, INC.
The foregoing subscription is hereby accepted by JLM Couture,
Inc., this 22nd day of December, 1998, for 200,000 Shares.
By:s/Xxxxxx X. X'Xxxxx
Name: Xxxxxx X. X'Xxxxx
Title:Secretary
