THIS INVESTMENT AGREEMENT made as of January 1, 2004
BY AND BETWEEN:
Balboa Capital Markets Inc.
With offices located at
0000X. Xxxxxxx Xxxx. Xxxxxxxxxx, Xx, 00000
(Hereinafter: the "INVESTOR")
OF THE FIRST PART;
AND:
Inrob Ltd.
With offices located at
0 Xxxxxx Xxxxxx, Xxxxx, Xxxxxx
(Hereinafter: the "COMPANY")
OF THE SECOND PART;
WHEREAS The Company is a an engineering firm providing solutions for
organizations wishing to outsource maintenance of critical and
sophisticated equipment, as well as a developer, integrator
and producer of advanced wireless control solutions for
unmanned ground vehicle robots; and
WHEREAS After examining the Company's operation, Investor has
expressed its interest in effecting investments in the
Company; and
WHEREAS The parties wish to define the terms and conditions for
executing the subject matter of this agreement as set forth
herein.
NOW THEREFORE, for good and valuable consideration passing amongst the parties
hereto, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto covenant and agree as follows:
1. Preamble
1.1 The preamble to this agreement, including any statement herein and
the Schedules attached hereto, form an integral part hereof and
shall be binding upon the parties.
1.2 The title headings of the Articles hereof are intended solely for
convenience and are not intended and shall not be construed for any
other purpose.
2. Subject Matter
2.1 In consideration for Company's Shares, Investor shall invest in the
Company such funds as set forth hereunder.
3. Investment and Issuance of Shares
3.1 Subject to the terms and conditions hereinafter set forth, the
Investor hereby purchases from the Company, and the Company hereby
undertakes to sell and allot to the Investor, 11,000,000 fully paid,
non-restricted common shares of the Company constituting five and a
half (5.5%) percent of the total issued and outstanding capital
stock of the Company calculated on a post-issue fully diluted basis,
with a par value of 0.01 NIS each (Hereinafter: the "SHARES") for
total aggregate payment of 71,500$ (seventy one thousand and five
hundred USD) (Hereinafter: the "INVESTMENT"). The Investment shall
be made either by way of direct transfer of funds into the Company's
account or by way of payment by Investor of expenses required and
approved by the Company.
3.2 It is hereby agreed that the shares are issued to investor upon
execution hereof.
3.3 The Shares shall have the rights attached to the Company's Common
Shares, as set forth in the Company's Articles of Association as
amended from time to time.
4. Warranties
4.1 Investor hereby represents and warrants that it has the financial
backing, the means and the capability to provide the Company with
the required Investment.
4.2 The Company declares and represents that the Shares are free and
clear of all claims, demands, pledges, liens and third party rights
of any sort. Except for the above, the Shares are transferred "AS
IS" without any representations or warranties being given.
5. Governing Law
5.1 This Agreement shall be governed by and construed according to the
laws of the State of Israel. Any dispute arising under or in
relation to this Agreement shall be resolved exclusively in the
competent court for Tel Aviv-Jaffa district, and each of the parties
hereby submits irrevocably to the jurisdiction of such court.
6. Miscellaneous
6.1 This Agreement constitutes the entire agreement between the parties
with regard to the subject matter hereof and supersedes any previous
agreement by the parties with respect to such subject matter, in
writing or otherwise. In entering this Agreement the parties
acknowledge that any and all previous or former agreements between
them relating to the subject matter herein are hereby null and void.
6.2 It is the desire and intent of the parties that the provisions of
this Agreement shall be enforced to the fullest extent permissible
under all relevant laws and public policies. Accordingly, the
provisions of this agreement are separable. In the event that any
provision hereof is determined to invalid for any reason, no other
provision of this agreement shall be affected thereby.
6.3 This agreement may be executed in any number of counterparts or
facsimiles, which shall constitute one agreement.
6.4 Any term of this Agreement may not be amended, terminated or waived
unless evidenced by a document in writing specifically referring to
this Agreement.
6.5 This Agreement and all the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors. Neither party shall be allowed to assign or delegated
his right or undertaking herein without the prior written consent of
the other party.
6.6 The failure of either party to insist upon strict compliance with
any of the terms, covenants or conditions of this agreement shall
not be deemed a waiver of such term, covenant or condition, nor
shall any waiver or relinquishment of any right or power hereunder
at any time or from time to time be deemed a waiver or
relinquishment of such right or power at any other time or times.
6.7 Any notices required or permitted to be given by either party under
this Agreement shall be in writing and sent by certified mail or
hand delivered or by facsimile to the parties' respective addresses
first written above. Such notices will be effective upon (1) receipt
if sent by certified mail, postage prepaid, or (2) delivery if
delivered by hand (3) receiving of delivery print out and subject to
a telephone confirmation.
EXECUTED at Tel-Aviv as of January 1, 2004.
Inrob ltd. Balboa Capital Markets
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Per: Xxx-Xxxx Xxxxxx Per:
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