Exhibit 2
CAPITAL STOCK PURCHASE AND SALE AGREEMENT
THIS CAPITAL STOCK PURCHASE AND SALE AGREEMENT ("Agreement") is made this
15th day of September, 1997 by, between and among Bodstray Company, Ltd.
(hereinafter referred to as "BODSTRAY" or "Seller") and RADA Electronic
Industries, Ltd. (hereinafter referred to as "RADA" or "Buyer"), for the private
purchase and sale of approximately twenty-six (26%) percent of the issued and
outstanding capital stock of Jetborne International, Inc.
W I T N E S S E T H :
WHEREAS, the parties acknowledge that Jetborne International, Inc., a
publicly held Delaware corporation ("the Company") has authorized capital stock
comprised only of 14,000,000 (post-reverse split) shares of $.10 par value
Common Stock, of which 2,329,857 (post-reverse split) shares are issued and
outstanding as of the date of this Capital Stock Purchase Agreement (the
"Agreement"); and
WHEREAS, the parties acknowledge that Jetborne International, Inc. intends
to reverse split its Common Stock on a one (1) post-split share for ten (10)
pre-split shares basis on or about September 30, 1997; and
WHEREAS, the Buyer now holds approximately forty-nine (49%) percent of the
Capital Stock of the Company and is desirous of acquiring an additional
twenty-six (26%) percent of the Company now held by the Seller; and
WHEREAS, the Seller is agreeable to selling, transferring and conveying the
approximately twenty-six (26%) percent of the ownership interest in the Company
to the Buyer in exchange for the consideration hereinafter set out,
NOW THEREFORE, in consideration of the premises contained in this
Agreement, the parties hereby agree as follows:
ARTICLE I.
PURCHASE AND SALE
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The Seller shall sell, assign, transfer and convey to the Buyer 605,763
(post-split) shares of the restricted Common Stock of Jetborne International,
Inc. now held by the Seller (the "Shares").
ARTICLE II.
CLOSING
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Consummation of the transaction contemplated herein shall occur upon
delivery to the Buyer of the Shares as contemplated herein and shall constitute
the Closing which shall take place within ninety (90) days of full and final
execution of this Agreement.
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ARTICLE III.
CONSIDERATION
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In exchange for the Shares, the Buyer shall issue to the Seller 700,000
shares of the restricted ordinary shares of RADA Electronic Industries, Inc.
As existing shareholders of Jetborne International, Inc. the parties make
no representations or warranties to each other regarding the Company or its
operations. Seller represents and warrants to the Buyer that Seller owns the
Shares free and clear in all respects and is fully authorized to enter into this
Agreement and perform all of its terms and conditions.
ARTICLE IV.
NO BROKER; NO ASSIGNMENT
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Buyer and Seller all represent and warrant that all introductions,
discussions, negotiations and all dealing with respect to the transactions
contemplated herein have been undertaken directly by the parties or their
representatives and that no other person, firm or entity has acted in this
contemplated transaction in any way, directly or indirectly, so as to give rise
to entitlement or claim to a finder's fee, brokerage fee or other like payment.
This Agreement shall not be assignable or delegable by either the Seller or the
Buyer.
ARTICLE V.
GOVERNING LAW
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This Agreement shall be construed and governed in accordance with the laws
of the State of Florida and shall be deemed to have been negotiated and
performed in the State of Florida. Venue in any dispute arising hereunder shall
be in Broward County, Florida.
ARTICLE VI.
NOTICE
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All notices, demands, requests and correspondence shall be deemed duly
given if mailed by certified mail, postage prepaid, and addressed as follows:
If to the Seller: Bodstray Company Limited
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And to: ------------------------
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If to the Buyer: RADA Electronic Industries, Ltd.
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And to: --------------------------------
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ARTICLE VII.
COUNTERPARTS
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This Agreement may be executed upon any number of identical counterparts
with the same effect as if the signature or signatures to each counterpart were
upon the same physical instruments.
WHEREFORE, the parties have hereunto set their hands and seals as of the
date first written above.
AS TO BUYER:
RADA Electronic Industries, Ltd.,
an Israeli corporation
BY: /s/Haim Nissensen
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Xxxxx Nissensen, President
(SEAL) ATTEST:
BY: /s/Xxxxx Xxxxxx Tsror
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Xxxxx Xxxxxx Tsror, Secretary
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AS TO SELLER:
Bodstray Company Limited, a Hong
Kong corporation
BY: /s/Xxxxx Xxxxx
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Xxxxx Xxxxx, Director
(SEAL) ATTEST:
BY:
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, Secretary
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