Exhibit 99.3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of
July 31, 2003, by and among the persons or entities whose names are set forth
below.
The Purchaser is Xxxx Xxxxxxx, an individual.
The Seller is Galleywood Holdings Limited, a company duly registered in the
British Virgin Islands.
RECITALS
A. Purchaser desires to purchase shares in INKSURE TECHNOLOGIES, INC. a
corporation duly incorporated and existing under the laws of the State of
Delaware. (the "Company").
B. Seller owns 284,542 shares of the Company (the "Company Shares") and desires
to sell 110,000 of the Company Shares to the Purchaser on the terms and
conditions set forth herein.
C. Purchaser desires to purchase 110,000 shares of the Company Shares of the
Seller on the terms and conditions set forth herein; and
AGREEMENT
Now, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, representations, warranties, and covenants hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
Sale and Purchase. Subject to the terms and conditions hereof, at the Closing
(as defined below) the Seller hereby agrees to deliver and sell to the
Purchaser, and the Purchaser agrees to purchase from the Seller the 110,000 of
the Company purchase price of $1.10 per share for a total purchase price of
U.S. $121,000.
1. CLOSING, DELIVERY AND PAYMENT.
1.1 Closing. The closing of the sale and purchase under this Agreement
(the "Closing") shall take place on July 31, 2003.
1.2 Delivery. At the Closing, subject to the terms and conditions
hereof, the Seller will deliver to the Purchaser one or more certificates
representing the number of Company Shares being sold hereunder, against payment
of the purchase price thereof by wire transfer made payable to the account of
the Seller.
2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
Purchaser hereby represents and warrants to the Company as follows:
2.1 Requisite Power and Authority. Purchaser has all necessary power
and authority under all applicable provisions of law to execute and deliver this
Agreement and to carry out its provisions. All action on Purchaser's part
required for the lawful execution and delivery of this Agreement has been or
will be effectively taken prior to the Closing. Upon its execution and delivery,
this Agreement will be a valid and binding obligation of Purchaser, enforceable
in accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights and (b) as limited by general
principles of equity that restrict the availability of equitable remedies.
2.2 Investment Representations. Purchaser understands that Shares have
not been registered under the Securities Act. Purchaser also understands that
the Shares are being offered and sold pursuant to an exemption from registration
contained in the Securities Act based in part upon Purchaser's representations
contained in the Agreement. Purchaser hereby represents and warrants as follows:
2.3 Purchaser Bears Economic Risk. Purchaser has substantial experience
in evaluating and investing in private placement transactions of securities in
companies similar to the Company so that it is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its
own interests. Purchaser must bear the economic risk of this investment
indefinitely unless the are registered pursuant to the Securities Act, or an
exemption from registration is available. Purchaser understands that the Company
has no present intention of registering the Company Shares. Purchaser also
understands that there is no assurance that any exemption from registration
under the Securities Act will be available and that, even if available, such
exemption may not allow Purchaser to transfer all or any portion of the Company
Shares, in the amounts or at the times Purchaser might propose.
2.4 Acquisition for Own Account. Purchaser is acquiring the Company
Shares for Purchaser's own account for investment only, and not with a view
towards their distribution.
2.5 Purchaser Can Protect Its Interest. Purchaser represents that by
reason of its, or of its management's, business or financial experience,
Purchaser has the capacity to protect its own interests in connection with the
transactions contemplated in this Agreement. Further, Purchaser is aware of no
publication of any advertisement in connection with the transactions
contemplated in the Agreement.
2.6 Accredited Investor. Purchaser represents that it is an accredited
investor within the meaning of Regulation D under the Securities Act.
2.7 Company Information. Purchaser has received and read the Financial
Statements and has had an opportunity to discuss the Company's business,
management and financial affairs with directors, officers and management of the
Company and has had the opportunity to review the Company's operations and
facilities. Purchaser has also had the opportunity to ask questions of and
receive answers from, the Company and its management regarding the terms and
conditions of this investment.
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3. SELLER REPRESENTS AND WARRANTS AS FOLLOWS:
3.1 Seller has due authority to enter into this agreement and when
executed in accordance with its terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors' rights and (b) general
principles of equity that restrict the availability of equitable remedies. This
agreement is the binding and enforceable agreement of Seller.
3.2 Seller has due authority to enter into this agreement and when The
Company Shares are owned by the Seller free and clear of all liens, charges and
encumbrances.
3.3 Seller represents and warrants that it has no claims of any kind
against the Company and does hereby release and discharge the Company from any
and against any and all claims that it had or may have against the Company.
4. MISCELLANEOUS
4.1 Survival. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by any Purchaser and the
closing of the transactions contemplated hereby. All statements as to factual
matters contained in any certificate or other instrument delivered by or on
behalf of the Company pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.
4.2 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder of the Shares from time to time.
4.3 Entire Agreement. This Agreement, the exhibits and schedules hereto,
and the other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.
4.4 Severability. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
4.5 Titles and Subtitles. The titles of the sections and subsections of
the Agreement are for convenience of reference only and are not to be considered
in construing this Agreement.
4.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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4.7 Confidentiality. Each party hereto agrees that, except with the prior
written consent of the other party, it shall at all times keep confidential and
not divulge, furnish or make accessible to anyone any confidential information,
knowledge or data concerning or relating to the business or financial affairs of
the other parties to which such party has been or shall become privy by reason
of this Agreement, discussions or negotiations relating to this Agreement, the
performance of its obligations hereunder or the ownership of the Shares
purchased hereunder. The provisions of this Section 4.8 shall be in addition to,
and not in substitution for, the provisions of any separate nondisclosure
agreement executed by the parties hereto.
4.8 Pronouns. All pronouns contained herein, and any variations thereof,
shall be deemed to refer to the masculine, feminine or neutral, singular or
plural, as to the identity of the parties hereto may require.
/s/ Xxxxxxxxx x. Spaendonck /s/ Xxxx Xxxxxxx
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Galleywood Holdings Limited Xx. Xxxx Xxxxxxx
By: Xx. Xxxxxxxxx x. Spaendonck, Dir.
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