EXHIBIT 10.1
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PURCHASE AGREEMENT
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PURCHASE AGREEMENT (this "Agreement"), dated as of May 11, 2004 (the
"Effective Date"), by and between GSV, Inc., a Delaware corporation (the
"Company"), and D. Emerald Investments Ltd., an Israeli corporation (the
"Investor").
WITNESSETH:
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WHEREAS, the Investor desires to purchase (i) a two-year 8% convertible
promissory note in the principal amount of $200,000 (the "Convertible Note"),
and (ii) a warrant to purchase up to 1,142,857 shares ("Shares") of common
stock, par value $.001 per share ("Common Stock"), of the Company, at a price of
$.70 per share (the "Warrant"; and together with the Convertible Note, the
"Securities") from the Company and the Company desires to sell the Securities to
the Investor, subject to the terms and conditions set forth in this Agreement;
and
WHEREAS, the Convertible Note and the Warrant will have the terms and
conditions set forth in the forms of Convertible Note and Warrant attached to
this Agreement as Exhibit A and Exhibit B, respectively.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Sale and Purchase; Closing
(a) Effective as of the Effective Date, the Company hereby sells,
transfers, conveys and delivers to the Investor, and the Investor hereby
purchases and receives from the Company, the Securities.
(b) Contemporaneously with the execution and delivery of this
Agreement, (i) the Investor is delivering to the Company the sum of $200,000 as
the full purchase price for the Convertible Note and the Warrant, by check or
wire transfer, (ii) the Company and the Investor are executing the Convertible
Note and delivering same to the Company, and (iii) the Company is executing and
delivering the Warrant to the Investor.
(c) To secure the Company's obligations under the Convertible Note,
at the Closing (as defined below) the Investor shall receive the following
security agreements (the "Security Agreements", which term shall include any
modifications or replacements thereof) granting security interests in or other
liens on the following collateral and all proceeds (the "Collateral"):
(i) a Pledge Agreement from Polystick U.S. Corporation
("Polystick"), granting a security interest in 200,000 shares of
Series B Convertible Preferred Stock, par value $.001 per share (the
"Preferred Stock") (being 13.33 percent (13.33%) of the issued and
outstanding Preferred Stock) of the Company, in the form attached
hereto as Exhibit C; and
(ii) a Guaranty Agreement from Polystick in the form attached
hereto as Exhibit D.
The Company shall file, or cause to be filed, at the Company's sole cost
and expense, any and all financing statements and other similar documents
as may be required under applicable law in order to perfect or maintain the
perfection of the Investor's security interest in or other lien on the
Collateral under the Security Agreements.
(d) The closing for the purchase and sale of the Securities shall
take place by email and regular mail on May 11, 2004 ("Closing"). All acts,
deliveries and confirmations comprising the Closing regardless of chronological
sequence shall be deemed to occur contemporaneously and simultaneously upon the
occurrence of the last act, delivery or confirmation of the Closing and none of
such acts, deliveries or confirmations shall be effective unless and until the
last of same shall have occurred.
(e) At the Closing the Company shall deliver to the Investor, among
other things, the following documents:
(i) Copy of a resolution of the Company's board of directors
approving the Company's execution of this Purchase Agreement
and the issuance of the Convertible Note and the Warrant to
the Investor.
(ii) Validly issued Convertible Note and the Warrant.
(iii)Validly executed Security Agreements.
(iv) Validly executed Voting Agreement pursuant to provisions of
Section 4(b) below.
2. Representations and Warranties of the Company
The Company hereby represents, warrants and agrees to and with the
Investor as follows:
(a) Organization and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to carry on its
business as now conducted. The Company is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure so to qualify
would have a material adverse effect on its business or properties. The rights,
preferences, privileges and restrictions granted to or imposed upon the Shares,
and the holders thereof are as set forth in the Company's Certificate of
Incorporation and Certificates of Amendment thereof, Certificate of Merger and
Amended and Restated By-laws, true and complete copies of which have been
delivered to Investor and are attached as Exhibit E hereto.
(b) Authorization. All corporate action on the part of the Company,
its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Agreement, the Convertible Note and the
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Warrant, and the performance of all obligations of the Company hereunder and
thereunder, has been taken. This Agreement, the Convertible Note and the Warrant
constitute valid and legally binding obligations of the Company, enforceable in
accordance with their respective terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally, and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies.
(c) Capitalization. The authorized capital of the Company is as set
forth in the Company's annual report on Form 10-KSB for the year ended December
31, 2003 attached hereto as Exhibit F. All of the outstanding shares of Common
Stock have been duly and validly authorized and issued, are fully paid and
nonassessable, and were issued in compliance with the registration or
qualification provisions of the Securities Act of 1933, as amended (the "Act"),
any applicable state securities laws, or in each case pursuant to valid
exemptions therefrom. Except for the Warrant and the Convertible Note to be
issued and delivered pursuant to this Agreement, since the date of filing of the
Company's annual report on Form 10-KSB, the Company has not issued any options,
warrants, rights (including conversion or preemptive rights) or agreements,
orally or in writing, for the purchase or acquisition from the Company of any
securities of the Company.
(d) No Consents. The execution and delivery of this Agreement, the
Convertible Note and the Warrant, and the issuance of the Shares upon the
exercise of the Warrant and/or the conversion of the Convertible Note in
accordance with the terms thereof, and the compliance by the Company with the
provisions hereof or thereof (i) are not and will not be inconsistent with the
Company's Certificate of Incorporation (as amended) or the Company's Amended and
Restated Bylaws, (ii) do not and will not contravene any law, governmental rule
or regulation, judgment or order applicable to the Company, and (iii) do not and
will not contravene any provision of, or constitute a default under any
indenture, mortgage, contract or other instrument of which the Company is a
party or by which it is bound, or require the consent or approval of, the giving
of notice to, the registration with or the taking of any action in respect of or
by, any federal, state or local government authority or agency or other person.
(e) Common Stock. All shares of Common Stock that may be issued (i)
upon the conversion of the Convertible Note; (ii) in respect of interest
payments on the Convertible Note; and/or (iii) upon the exercise of the Warrant,
shall, upon issuance, be duly authorized, validly issued, fully paid and
non-assessable, and free of any liens, claims, encumbrances and rights
whatsoever except for restrictions on transfer provided for in the Convertible
Note and the Warrant and under applicable federal and state securities laws.
(f) No Broker fees. No agent or broker or any person acting in similar
capacity is or will be entitled to any broker's or finder's fee or any other
similar commission or fee in connection with the transactions contemplated
hereby.
3. Representations and Warranties of Investor
The Investor hereby represents, warrants and agrees to and with the
Company as follows:
(a) Organization, Good Standing. The Investor is a corporation duly
organized, validly existing and in good standing under the laws of Israel.
(b) Authorization. All corporate action on the part of the Investor,
its officers, directors and stockholders, necessary for the authorization,
execution and delivery of this
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Agreement, and for the authorization and execution of the Convertible Note and
the performance of all obligations of the Investor hereunder and thereunder has
been taken. The Agreement and the Convertible Note constitute valid and legally
binding obligations of the Investor, enforceable in accordance with their
respective terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other
equitable remedies.
(c) Disclosure of Information. The Investor has had an opportunity to
ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Securities, as well as the business,
properties, prospects and financial condition of the Company. The foregoing,
however, does not limit or modify the representations and warranties of the
Company in Section 2 of this Agreement or the right of the Investor to rely
thereon.
(d) Accredited Investor. The Investor is an "accredited investor" as
that term is defined in Rule 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). The Investor is
experienced in evaluating and investing in private placement transactions of
securities of companies in a similar stage of development, is able to fend for
itself, can bear the economic risk of this investment, is able, without
materially impairing its financial condition, to hold the Securities and the
Common Stock for an indefinite period of time and to suffer complete loss of its
investment.
(e) Purchase Entirely for Own Account. This Agreement is made with the
Investor in reliance upon its representation to the Company, which by the
Investor's execution of this Agreement, the Investor hereby confirms, that the
Securities and the Common Stock (which may be issued upon conversion of the
Convertible Note and/or in respect of interest payments thereon and/or upon
exercise of the Warrant) to be acquired by it will be acquired for investment
for its own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that the Investor has no present
intention of selling, granting any participation in, or otherwise distributing
the same.
(f) Information. The Investor has not received an offering memorandum
or similar document in connection with the purchase of the Convertible Note and
the Warrant and has not received, nor has it requested, nor does it need to
receive, any such memorandum or similar document. The Investor is aware that the
Company's Common Stock is registered under the Securities Exchange Act of 1934
(the "Exchange Act") and that Company's most recent filings with and submissions
to the U.S. Securities and Exchange Commission (the "Commission") can be
obtained at the Commission's website, xxxx://xxx.xxx.xxx. The Convertible Note
and the Warrant are not being acquired by the Investor as a result of receiving
from the Company any material information concerning the Company that has not
been publicly disclosed.
(g) No Public Market. The Investor understands that no public market
now exists for the Securities and that the Company has made no assurances that a
public market will ever exist for the Securities.
(h) Restricted Securities. The Company represents and the Investor
understands that neither the Securities nor the underlying Common Stock have
been, registered under the Securities Act by reason of a specific exemption from
the registration provisions of the Securities Act that depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of the
Investor's representations as expressed herein. The Investor understands that
the
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Securities and the underlying Common Stock are "restricted securities" under
applicable U.S. federal and state securities laws and regulations, and that
pursuant to these laws, the Investor must hold the Securities and the underlying
Common Stock indefinitely unless they are registered with the Commission and
qualified by state securities authorities or an exemption from such registration
and qualification requirements is available, including Regulation S under the
Securities Act. The Investor acknowledges that if an exemption from registration
or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period
for the Securities and/or Common Stock, and requirements relating to the Company
that are outside of the Investor's control and that the Company is under no
obligation, and may not be able, to satisfy.
(i) Legends. It is understood that the Convertible Note, the Warrant
and the Common Stock issuable upon conversion of the Convertible Note and/or in
respect of interest payments on the Convertible Note and/or upon exercise of the
Warrant, and any securities issued in respect thereof or exchange therefor, may
bear the following legend and any legend required by the Blue Sky laws of any
state of the United States to the extent such laws are applicable to the shares
represented by the certificate so legended:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE DISTRIBUTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND LAWS."
4. Board of Directors.
(a) Right to Board Seat. If the Investor exercises the Warrant in
full and converts the Convertible Note in full, then, at the Investor's request,
the Company shall cause its Board of Directors to appoint a person designated by
the Investor to the Company's Board of Directors and, in addition, for so long
as the Investor holds at least eighty-five percent (85%) of the Common Stock
issued upon such exercise and conversion, to nominate such person (or a
different person designated by the Investor) to be re-elected to the Company's
Board of Directors in connection with any meeting of the stockholders of the
Company at which directors are to be elected.
(b) Voting Agreement. At the Closing, the Investor and Polystick will
enter into a voting agreement in the form attached hereto as Exhibit G, pursuant
to which Polystick will agree to vote its shares of the Preferred Stock in favor
of a nominee designated by the Investor in any election of directors occurring
while the Investor has a right to nominate a board member pursuant to Section
4(a) above.
5. Registration Rights.
(a) Required Registration. Within One Hundred and Twenty (120) days of
the exercise of the Warrant and/or conversion of the Convertible Note for an
aggregate of at least 428,572 Shares (subject to adjustment for dilutive events
as set forth in the Warrant and the
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Convertible Note), the Company shall prepare and file with the Commission, on
one occasion, at the sole cost and expense of the Company, a registration
statement on an appropriate form covering the sale of the Shares (the
"Registration Statement") and such other documents, including a prospectus, as
may be necessary (in the opinion of both counsel for the Company and counsel for
the Investor), in order to comply with the provisions of the Securities Act, so
as to permit a public offering and sale of the Shares by the Investor. The
Company shall use its best efforts to cause the Registration Statement to become
effective under the Securities Act, so as to permit a public offering and sale
of the Shares by the Investor thereof. Once effective, the Company will use its
best efforts to maintain the effectiveness of the Registration Statement until
the earlier of (i) the date that all of the Shares have been sold, or (ii) the
date that the Investor receives an opinion of counsel to the Company that all of
the Shares may be freely traded (without limitation or restriction as to
quantity or timing and without registration under the Act) under Rule 144(k)
promulgated under the Securities Act or otherwise. In connection with any
registration under this Section 5(a), the Company shall file the Registration
Statement as expeditiously as possible and shall use its commercially reasonable
best efforts to have such Registration Statement declared effective at the
earliest possible time.
(b) Company Registration. If (but without any obligation to do so)
the Company proposes to register (including for this purpose a registration
effected by the Company for shareholders) any of its stock or other securities
under the Securities Act in connection with a public offering of such securities
solely for cash other than a registration on Form S-8 or S-4 (or successor
forms), the Company shall, at such time, promptly give the Investor written
notice of such registration. Upon the written request of the Investor given
within twenty (20) days after receipt of such notice by the Investor, the
Company shall, except as set forth below, use its best efforts to cause to be
registered under the Securities Act all of the then-outstanding Shares that the
Investor has requested to be registered and which are not already included in a
Registration Statement filed with the Commission. In connection with any
offering involving an underwriting, the Company shall not be required to include
the Investor's Shares in such underwriting unless the Investor accepts the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by the Company. In the event that the underwriters advise the Company
that marketing factors require a limitation of the number of shares to be
underwritten, the Company and the underwriters shall allocate the number of
securities requested to be registered by the Company, the Investor and any other
holders of Company securities as follows: (i) first, to the Company; and (ii)
second, to the Investor, and (iii) third, to the other holders of Company
securities that have elected to participate in such offering, pro rata among
such holders. The Company shall have no obligation under this Section 5(b) to
make any offering of its securities, or to complete an offering of its
securities that it proposes to make or to complete the registration of any of
the Shares if it does not complete the offering of the securities it proposes to
make, and shall incur no liability to the Investor for its failure to do so.
(c) Company Obligations. The Company covenants and agrees as follows:
in connection with any registration under this Section 5, (a) the Company shall
furnish the Investor such number of prospectuses as shall reasonably be
requested; (b) the Company shall pay all costs, fees, and taxes in connection
with any Registration Statement filed pursuant to this Section 5, including,
without limitation, the Company's legal and accounting fees, printing expenses,
and blue sky fees and expenses, but excluding the Investor's legal and
accounting fees and any underwriting discounts or commissions related to the
Investor's Shares included in the Registration Statement; (c) the Company will
take all necessary action which may be required in qualifying or registering the
Shares included in the Registration Statement for offering and sale under the
securities or blue sky
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laws of such states of the United States as are reasonably requested by the
Investor (provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such jurisdiction where it has not
been qualified).
(d) Investor Obligations. The Investor covenants and agrees as
follows: (a) to cooperate with the Company in connection with the preparation
and filing of any Registration Statement hereunder, and for so long as the
Company is obligated to keep the Registration Statement effective, the Investor
will provide to the Company, in writing, for use in the Registration Statement,
all information regarding the Investor, the Shares held by it, the intended
method of distribution of the Shares and such other information as may be
reasonably necessary to enable the Company to prepare the Registration Statement
and prospectus covering the Shares and to maintain the currency and
effectiveness thereof, (b) to use reasonable efforts to cooperate with the
Company in responding to comments of the staff of the Commission and state
securities regulators relating to the Investor, (c) on notice from the Company
that the Registration Statement or prospectus requires correction to avoid a
potential misstatement or omission therein or that the Commission or a state
securities regulator has issued a stop order suspending use of the prospectus,
the Investor shall cease offering or distributing the Shares until such time as
the Company notifies such the Investor that offering and distribution of the
Shares may recommence. The Company will use its commercially reasonable best
efforts to correct any such potential misstatement or omission or to cause the
Commission or state regulator to lift the stop order.
(e) Indemnification by the Company. The Company shall indemnify the
Investor, upon determination by a court of competent jurisdiction against all
loss, claim, damage, expense or liability (each a "Claim"), including all
expenses reasonably incurred in investigating, preparing or defending against
any Claim whatsoever, to which the Investor may become subject under the
Securities Act, the Exchange Act, or otherwise, insofar as such losses, claims,
damages, expenses, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in
such Registration Statement or prospectus. Notwithstanding anything to the
contrary contained herein, the Company's indemnification obligation under this
Section 5(e): (A) shall not apply with respect to (1) a Claim arising out of or
based upon an untrue statement or omission contained in any Registration
Statement or prospectus that was made in reliance upon and in conformity with
written information provided by or on behalf of the Investor specifically for
use or inclusion in the Registration Statement or any prospectus, (2) any
prospectus used by the Investor after such time as the Company advised the
Investor in writing that the filing of a post-effective amendment or supplement
thereto was required, except the prospectus as so amended or supplemented, or
(3) any prospectus used by the Investor after such time as the obligation of the
Company hereunder to keep the Registration Statement effective and current has
expired; and (B) shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld.
(f) Indemnification by the Investor. The Investor shall indemnify the
Company, upon determination by a court of competent jurisdiction against all
Claims, including all expenses reasonably incurred in investigating, preparing
or defending against any Claim whatsoever, to which the Company may become
subject under the Securities Act, the Exchange Act, or otherwise, insofar as
such losses, claims, damages, expenses, liabilities or actions arise out of or
are based upon any untrue statement of a material fact contained in any
Registration Statement or prospectus in each case to the extent (and only to the
extent) that the misstatement or omission was included in
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the Registration Statement or prospectus in reliance upon and in conformity with
written information furnished to the Company by the Investor expressly for use
in connection with such Registration Statement or is triggered by the failure by
the Investor to give such written information to the Company; provided, however,
that the indemnity agreement contained in this Section 5(f) shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Investor, which consent shall not be
unreasonably withheld.
6. Miscellaneous.
(a) Expenses. The Company will pay the fees and expenses of its
counsel and the Investor's counsel in connection with the transactions
contemplated by this Agreement. Each of the Company and the Investor shall be
responsible for their respective expenses relating to due diligence and any
other expenses incurred by them in connection with the transactions contemplated
by this Agreement, except as otherwise expressly provided in this Agreement, the
Convertible Note, the Security Agreements and Exhibits thereto.
(b) Further Assurances. The parties to this Agreement agree to execute
and deliver any and all papers and documents that may be necessary to carry out
the terms of this Agreement.
(c) Entire Agreement. Except as otherwise provided in this Agreement,
this Agreement, the Convertible Note and the Warrant contain the entire
agreement among the parties hereto and there are no agreements, representations
or warranties that are not set forth herein. This Agreement may not be amended,
revised, terminated or waived except by an instrument in writing signed and
delivered by the party to be charged therewith.
(d) Binding Effect, Assignment. This Agreement shall be binding upon
and inure to the benefit of the successors of the respective parties hereto. The
Investor may assign and transfer all or part of its rights under this Agreement
to any third party, provided that the Investor may not assign its rights under
Section 4 hereof without the prior written consent of the Company, except to an
affiliate of the Investor.
(e) Governing Law and Jurisdiction. This Agreement will be deemed to
have been made and delivered in New York City and will be governed as to
validity, interpretation, construction, effect and in all other respects by the
internal laws of the State of New York. Each of the Company and the Investor
hereby (i) agrees that any legal suit, action or proceeding arising out of or
relating to this Agreement will be instituted exclusively in New York State
Supreme Court, County of New York or in the United States District Court for the
Southern District of New York, (ii) waives any objection to the venue of any
such suit, action or proceeding and the right to assert that such forum is not a
convenient forum for such suit, action or proceeding, (iii) irrevocably consents
to the jurisdiction of the New York State Supreme Court, County of New York and
the United States District Court for the Southern District of New York in any
such suit, action or proceeding, (iv) agrees to accept and acknowledge service
of any and all process that may be served in any such suit, action or proceeding
in New York State Supreme Court, County of New York or in the United States
District Court for the Southern District of New York and (v) agrees that service
of process upon it mailed by certified mail to its address set forth in Section
6(f) below will be deemed in every respect effective service of process upon it
in any suit, action or proceeding.
(f) Notices. All notices, consents, requests, demands and other
communications herein shall be in writing and shall be deemed duly given to any
party or parties (a) upon delivery to
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the address of the party or parties as specified below if delivered in person or
any courier or if sent by certified or registered mail (return receipt
requested); or (b) upon dispatch if transmitted by confirmed telecopy or other
means of confirmed facsimile transmissions, in each case as addressed as
follows:
If to the Company:
GSV, Inc.
000 Xxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn.: Mr. Gilad Gat
Fax: (000) 000-0000
With a copy to:
Xxxxx & Xxxxxxx LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
If to the Investor:
D. Emerald Investments Ltd.
00 Xxxxxxx Xx-Xxxxxxx
Xxxxxxxxx, Xxxxxx
Attn.: Xx. Xxx Xxxxx
Fax: (000)-0-0000000
With a copy to:
Kantor, Elhanani, Tal & Co.
Xxxxx Xxxxx
00-00 Xxxxxxxxxx Xxxx.
Xxx-Xxxx Xxxxxx 00000
Attention: Adv. Xxxx Xxxxx
Fax: (000)-0-0000000
The parties hereto may designate such other address or facsimile number by
written notice in the aforesaid manner.
(g) Survival of Representations and Warranties. The representations,
warranties and covenants of the Company and the Investor contained in or made
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the Closing hereunder and shall in no way be affected by any
investigation of the subject matter thereof by or on behalf of the Investor or
the Company.
(h) Severability. In the event any provision of this Agreement is
found to be void and unenforceable by a court of competent jurisdiction, the
remaining provisions of this
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Agreement shall nevertheless be binding upon the parties with the same effect as
though the void or unenforceable part had been severed and deleted.
(i) Counterparts. This Agreement may be signed in two counterparts,
each of which shall be an original and both of which together shall constitute
one and the same instrument. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any of the other
counterparts.
[Signatures appear on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
GSV, INC.
By:
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Name: Gilad Gat
Title: Chief Executive Officer and
President
D. EMERALD INVESTMENTS LTD.
By:
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Name: Xxx Xxxxx
Title: Manager
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