EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT made as of the 10th day of January, 2006 by
and between SPO MEDICAL INC.., a public company established under the laws of
the State of Delaware (the "Company") and CHOSHEN ISRAEL GROUP of 000 Xxxxxxx
Xxx., Xxxxxxxxxx, XX (the "Purchaser").
W I T N E S S E T H
WHEREAS, the Purchaser desires to subscribe for and purchase Eight
Hundred Fifty Seven Thousand One Hundred and Forty Three (857,143) shares of
Common Stock, par value $0.01, of the Company (the "Shares"), for a per share
purchase price of $0.70 and an aggregate purchase price of $600,000 (the
"Purchase Price");
WHEREAS, the Company is willing to sell the Shares to the Purchaser on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and
considerations set forth herein, the parties hereby agree as follows.
1. Subscription for and Purchase of Stock
Subject to the terms and conditions stated herein, the Purchaser hereby
subscribes for and agrees to purchase, and the Company agrees to sell to the
Purchaser, the Shares in consideration of the payment by the Purchaser of the
Purchase Price.
2. Representations of the Purchaser; Restrictions on Transfer
2.1 General Restriction on Transfer. Except for transfers otherwise
permitted by this Agreement or applicable law, the Purchaser agrees that it will
not transfer any of the Shares.
2.2 Not for Resale. The Purchaser represents that it is acquiring the
Securities for investment for its own account and not with a view to, or for
resale in connection with, the distribution or other disposition thereof. The
Purchaser agrees that it will not, directly or indirectly, offer, transfer,
sell, assign, pledge, hypothecate or otherwise dispose of (each a "Transfer")
any of the Shares unless such Transfer complies with the provisions of this
Agreement and (i) the Transfer is pursuant to an effective registration
statement under the Securities Act of 1933, as amended, and the rules and
regulations in effect thereunder (the "Securities Act"), or (ii) counsel for the
Purchaser shall have furnished the Company with an opinion, acceptable to the
Company, that no such registration is required because of the availability of an
exemption under the Securities Act.
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2.3 Certain Permitted Transfers. Notwithstanding the general
prohibition on Transfers contained herein, the Company acknowledges and agrees
that any Transfer in a private transaction which does not include a public
distribution is permitted and need not require an opinion of counsel, provided,
that prior to such Transfer, the transferee shall deliver to the Company a valid
written undertaking to be bound by the terms of this Agreement.
2.4 Rule 144 Sales. The Purchaser may sell at any time any of the
Shares in a Rule 144 Transaction (as hereinafter defined); provided, that, each
such sale shall be made in compliance with this Section 2.4. If any of the
Shares are disposed of according to Rule 144 ("Rule 144 Transaction") under the
Securities Act or otherwise, the Purchaser shall promptly notify the Company of
such intended disposition and shall deliver to the Company at or prior to the
time of such disposition such documentation as the Company may reasonably
request in connection with such sale and, in the case of a disposition pursuant
to Rule 144, shall deliver to the Company an executed copy of any notice on Form
144 required to filed with the Securities and Exchange Commission.
2.5 Legend. Each certificate representing the Shares shall bear the
standard restrictive legend.
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
2.6 Qualified Investor The Purchaser hereby represents and warrants to
the Company as follows:
(a) The Purchaser is an "accredited investor" as defined by Rule 501
under the Securities Act, and the Purchaser is capable of evaluating the merits
and risks of Purchaser's investment in the Company and has the capacity to
protect the Purchaser's own interests. The Purchaser meets the requirements of
at least one of the suitability standards for an "accredited investor" as set
forth on the Accredited Investor Certification contained herein;
(b) None of the Shares have been registered under the Securities Act or
any state securities laws. The Purchaser understands that the offering and sale
of the Shares is intended to be exempt from registration under the Act, by
virtue of Section 4(2) and/or Section 4(6) thereof and the provisions of
Regulation D promulgated thereunder, based, in part, upon the representations,
warranties and agreements of the Purchaser contained in this Agreement;
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(c) The Purchaser has the requisite knowledge and experience in
financial and business matters to be capable of evaluating the merits and risks
of this investment and to make an informed investment decision with respect
thereto, and it or its advisors have received such information requested by them
concerning the Company in order to evaluate the merits or risks of making this
investment. Further, it is acknowledged that the Purchaser or its attorney,
accountant or advisor have had the opportunity to ask questions of, and receive
answers from, the officers of the Company concerning the terms and conditions of
this investment and to obtain information relating to the Company.
(d) The purchase of the Shares involves risks which it has evaluated,
and is able to bear the economic risk of such purchase including the total loss
of its investment. It has been advised of the current financial condition of the
Company and of the possible adverse effects of such financial condition on the
Company's general business.
3. Company's Representations and Warranties
3.1 The Company has all requisite power and authority to issue, sell
and deliver the Shares in accordance with and upon the terms and conditions set
forth in this Agreement, and all corporate action required to be taken by the
Company for the due and proper authorization, issuance and delivery of the
Shares will, upon delivery thereof, have been validly and sufficiently taken.
The Shares, when sold and paid for as contemplated in this Agreement, will be
duly authorized, validly issued, fully paid and non-assessable and, except as
otherwise provided by applicable law, free of all liens, claims and
encumbrances.
3.2 The Company has full corporate right, power and authority to enter
into this Agreement and to issue the Shares, and this Agreement and the Shares
have been or will be duly authorized, executed and delivered by the Company and
constitutes or will constitute the valid and binding agreement of the Company.
4. Purchaser Fees. The Company shall pay to the Purchaser the sum of $20,000
towards the Purchaser's due diligence fees associated with the purchase of the
Shares.
5. Miscellaneous
5.1 Notices. All notices and other communications provided herein shall
be in writing and shall be deemed to have been duly given if delivered
personally or sent by certified mail, postage prepaid, to a party's designated
address set froth above, if sent by facsimile, to its facsimile number at such
address.
5.2 Counterparts; Entire Agreement. This Agreement may be executed in
counterparts. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof.
5.3 Binding Effect. The provisions of this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, legal representatives, successors and assigns.
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5.4 Amendment. This Agreement may be amended only by a written
instrument signed by the parties hereto which specifically states that it is
amending this Agreement.
5.5 Applicable Governing Law. This Agreement and the rights and
obligations of the parties hereto shall be governed by and construed and
enforced in accordance with, the laws of the State of New York.
5.6 Headings. The headings herein are for convenience of reference
only, do not constitute a part of this Agreement, and shall not be deemed to
limit, expand or otherwise affect any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
SPO MEDICAL INC.
By:
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CHOSHEN ISRAEL GROUP
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