EQUITY SHARING AGREEMENT
AGREEMENT dated as of the 20 day of August, 1997 by and between EUROTECH
LTD a USA District of Columbia corporation with offices at 0000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xx Xxxxx, Xxxxxxxxxx 00000 XXX (the "EURO") and X. Xxxxxxxxxx and X.
Xxxxxxxxx (The Author) with offices located at ISRAEL.
WITNESSETH
WHEREAS, the Author has presented certain scientific-technical ideas and
has formed or has intention to form a start up company named Remptech ("START
UP") with the intent to further research and develop the said ideas into the
marketable technologies and later to implement this development into industrial
operations.
WHEREAS, EURO would like to participate in formation of the START UP and
undertake the responsibilities for the marketing and industry implementation,
and
WHEREAS, EURO would like to provide for its share of the financing in the
START UP and would like to be fully and exclusively responsible for the
non-research related activities of START-UP, and
WHEREAS, the Author holds 50% (fifty percent) of the Allocated shares in
the START UP and the Author would like to yield the marketing responsibilities
of the START UP activities to EURO.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and of the mutual benefits herein provided the EURO and the Author agree as
follows:
1. Equity (ownership) sharing. The Author is obligated to sell to EURO or
EURO's designee at EURO's first request within the two weeks such request
has been made 31% (thirty-one percent) of the full number of shares issued
by START UP out of the full number of START UP shares owned by the Author
and the Author has agreed from the moment of START UP formation to
allocate the said 31% of the START UP shares to EURO and will have no
rights to sell, assign or otherwise transfer by any means any amount of
these shares to any other
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party without the written notarized consent from EURO.
In order to assure the following obligation the author will sign a share
transfer warrant which shall be kept in the hands of the START UP
accountant with irrevocable orders to transfer the shares to EURO if it
will pay the Author the sum as stated in paragraph 3 of the Agreement.
2. Term. The request to the Author from EURO to sell 31% shares shall come at
EURO's discretion no earlier then 6 months and no later then 18 months
after actual registration of the START UP. If EURO fails to purchase the
shares after making the request within 6 (six) months the Author becomes
no longer legally obligated to sell the shares to EURO.
3. Share sales price. EURO has agreed to buy and the Author has agreed to
sell to EURO the said 31% of the shares of the START-UP at a set price
equal to $93,000.00 (ninety three thousand US dollars). After the deal the
Author shall remain with 19% of the issued shares.
4. START UP Profit sharing. In case the Author sells 31% of the shares as
instated above EURO shall compensate the Author for the loss of the
pre-taxed profit in START UP as a result of such sale.
5. Assisting marketing. The Author Assisting Marketing that he is fully aware
of the fact that the main interest of EURO in this agreement is to get
full control over the future marketing options of the START UP and he
shall invest his best efforts to promote EURO marketing actions.
6. Other Arrangements. This Agreement does not preclude from any other
arrangements which can be made between the EURO and the Author in course
of conducting mutual business.
7. Complete Agreement. This Agreement supersedes any and all prior written
and oral agreements between the EURO and the Author.
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8. Governing law. All disputes and claims between the parties in connection
with any matter arising out of or connected with this agreement shall be
settled exclusively by the competent courts of the state of New York, and
the parties submit themselves to the jurisdiction of such courts.
9. General. Any amendments to this agreement shall be binding upon the
parties only if mutually agreed upon in writing and signed by both
parties.
Any provision herein which is found to be invalid illegal or unenforceable
under any applicable provision of the laws valid in Israel or with respect
thereto, shall be amended to the extent required to render this agreement
valid, legal and enforceable under such laws (or deleted if no such
amendment is feasible), and such amendment of deletion shall not affect
the enforceability of other provisions hereof and the basic rights and
obligations of the parties.
All notices, consents, approvals, or other notices required under this
agreement shall be made in writing and addressed to the place of each the
parties.
10. NOTICES.
Any notices required or permitted to be given hereunder may be given by
personal delivery, registered airmail, return receipt requested telegram,
telefax or telex. Notice by telegram, be deemed given (7) days after
mailing. Notice by telegram, telefax or telex shall be deemed given on the
date transmitted provided same is a working day by recipient and the
notice is transmitted during normal working hours. Until changed by
written notice given by one party to the other, the addresses the parties
for notice shall be as follows:
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WITNESS WHEREOF, The EURO and the Author have executed this Agreement as
of the date first above written.
/s/ X. Xxxxxxxxxx
/s/ X. Xxxxxxxxx /s/ Xxxxxxxx X. Xxxxxx, Xx.
-------------------------------- ---------------------------------
THE AUTHOR EUROTECH, LTD.
BY: Its Chief Executive Officer
