AGREEMENT
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AGREEMENT
This
AGREEMENT (the “Agreement”) is made as of the 12th day of September, 2009, by and between:
XXXXX XXXXX, a
businessman having an address for notice and delivery located at 9 Neve Xx'xxxxx Xx, Xx Xxx 000, Xxxxxx (the “Seller”).
and
XXXXXX X. XXXXXX, a businessman having an address for notice and delivery located at 000 Xxxxxx Xxxxx, PO Box 1436
GT, Cayman Islands (the "Purchaser").
R E C I T A L S:
FIRST, Seller is the owner of an aggregate of 16,000,000 shares (the “Shares”) of common stock of Simple Tech, Inc., a
Nevada corporation ("Simple Tech", or the “Company”);
SECOND, Seller desires to sell the Shares to Purchaser on the terms and conditions provided for in this Agreement.
THRID,
Purchaser desires to purchase the Shares from the Seller on the terms and conditions provided for in this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto
agree as follows:
I. SALES OF THE SHARES.
1.01 Shares being Sold. Subject to the terms and conditions of this Agreement, the Seller is selling, assigning, and delivering
the Shares to the Purchaser at the closing provided for in Section 1.03 hereof (the "Closing"), free and clear of all liens, charges,
or encumbrances of whatsoever nature.
1.02 Consideration. Seller acknowledges
that Purchaser is purchasing the Shares for consideration of
US$16,000, which shall be delivered to Seller.
1.03 Closing. The Closing of the transactions provided for in this
Agreement is taking place on or before September
12, 2009 and no sooner than after the tenth
day after the filing of a Schedule 14F with the SEC on XXXXX.
II. REPRESENTATIONS AND WARRANTIES BY THE SELLER.
The Seller hereby represents and warrants to the Purchaser that to the best of the Seller’s knowledge, with the intent that the
Purchaser will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale
contemplated by this Agreement, that:
2.01
Organization, Capitalization, etc.
(a) The Company is a corporation duly organized, validly existing, and in good standing
under the laws of the state of Nevada, and is qualified in no other state.
(b) The
authorized capital stock of the Company consists of 1,500,000,000 shares of common stock with a
par value of $0.0001 per share and 50,000,000 shares of preferred stock with a par value of $0.0001. As of the date of this
Agreement, 63,808,000 common shares are validly issued and outstanding, fully paid and non-assessable. There
are no outstanding options or other agreements of any nature whatsoever relating to the
issuance by the Company of any shares of its capital stock.
(c) The Company has the corporate power and authority to carry
on its business as presently conducted.
2.02 No Violation. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of the
Certificate of Incorporation or Bylaws of the Company, or of any contract, commitment, indenture, other agreement or restriction of
any kind or character to which the Company or the Seller is a party or by which the Company or the Seller is bound.
2.03 Authority. The Seller has the power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller
and constitutes a valid and binding instrument, enforceable in accordance with its terms.
2.04 Title to the Shares.
The Seller is the sole legal and beneficial owner of the Shares in Simple Tech and has good and marketable title thereto. All of the
Shares owned by the Seller are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature.
The Seller has the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated
by this Agreement, the Purchaser will acquire good and valid title to the Shares, free and clear of all liens, claims, options,
charges, and encumbrances of whatsoever nature. The Purchaser acknowledges that the Shares being acquired from the Seller are
restricted securities so that such Shares will have trading restrictions.
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2.05 Control Shares. The Certificates representing the Shares delivered pursuant to this Agreement are owned by an affiliate of the Company and accordingly are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933 (the “Act”). As such, upon transfer of the Shares to the Purchaser, the Purchaser will begin a new holding period as set forth in Rule 144 and the Shares may not be resold without registration or pursuant to an exemption from registration for the holding period set forth in Rule 144. Accordingly, certificates issued to the Purchaser will contain an appropriate restrictive legend.
2.06 No Claims; Indemnity. There are currently no claims or lawsuits threatened or pending against the Seller as the owner of its shares, and Seller is unaware of any conditions or circumstances that would lead to or justify the filing of any claim or lawsuit. If, after the consummation of this transaction and the transfer of the Shares from the Seller to the Purchaser any claim or lawsuit shall be filed against Simple Tech or the Purchaser (as the owner of the Shares), arising out of any circumstances whatsoever prior to transfer of the shares, the Seller shall defend, indemnify and hold the Purchaser harmless from and against any and all such claims or lawsuits or any awards or judgments granted there under.
III. REPRESENTATIONS AND WARRANTIES BY THE PURCHASER.
The Purchaser hereby represents and warrants to the Seller that to the best of the Purchaser’s knowledge, with the intent
that the Seller will rely on these representations and warranties in entering into this
Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:
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3.01
Representations Regarding the Acquisition of the Shares.
(a) The undersigned Purchaser understands that the
SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR
FOREIGN SECURITIES AGENCIES;
(b) The Purchaser is not an underwriter and is acquiring the Seller’s Shares
solely for investment for the account of the Purchaser and not with a view to, or for, resale in connection with any distribution
within the meaning of the federal securities act, the state securities acts or any other applicable laws;
(c) The
Purchaser understands the speculative nature and risks of investments associated with the Company and confirms that the
Shares are suitable and consistent with his investment program and that his financial position enables him to bear the risks of this
investment;
3.02 Authority. The Purchaser has the power and authority to execute and deliver this Agreement, to
perform his obligations hereunder and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and binding instrument, enforceable in
accordance with its terms.
3.03 No Violation. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will constitute a violation or default
under any term or provision of any contract, commitment, indenture, other agreement or restriction of
any kind or character to which the Purchaser is a party or by which the Purchaser is bound.
3.04 Rule 144 Restriction.
The Purchaser hereby agrees that such shares are restricted pursuant to Rule 144 and therefore subject to Rule 144 resale
requirements.
IV. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
4.01 Survival of Representations. All representations, warranties, and agreements made by any party in this
Agreement or pursuant hereto shall survive the execution and delivery hereof for a period of one (1) year from and after the Closing.
4.02 Indemnification. The Seller agrees to indemnify the Purchaser and hold him harmless from and in respect of any assessment,
loss, damage, liability, cost, and expense (including, without limitation, interest,
penalties, and reasonable attorneys' fees) in excess of $10,000.00 in the aggregate, imposed upon or incurred by the Purchaser
resulting from a breach of any agreement, representation, or warranty of the Seller.
Assertion by a party to their right to indemnification under this Section 5.02 shall not preclude the assertion by the
parties of any other rights or the seeking of any other remedies against the opposing party.
V. MISCELLANEOUS.
5.01 Expenses. All fees and expenses incurred by the Purchaser and Seller in connection with the transactions contemplated by this Agreement shall be borne by the respective parties hereto.
5.02 Further
Assurances. From time to time, at the Purchaser's request and without further
consideration, the Seller, at his expense, will execute and transfer such documents and will take such action as
the Purchaser may reasonably request in order to effectively consummate the transactions herein contemplated.
5.03 Entire Agreement. This Agreement contains all of the terms agreed upon by
the parties with respect to the subject matter hereof. This Agreement supersedes all
prior agreements and understandings between the parties with respect to the subject matter hereof.
This Agreement may be amended only by a written instrument duly executed by the parties
hereto or their respective successors or assigns.
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5.04 No Assignments. Neither party may assign nor delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party.
5.05 Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement.
5.06 Severability. In the event that any term, covenant, condition or other provision contained herein is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or Agreement shall in no way affect any other term, covenant, condition or provision or Agreement contained herein, which shall remain in full force and effect.
5.07 Governing Law. The situs of this Agreement is Nevada, USA, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws and Courts prevailing in Israel, without regard to its conflict-of-laws rules.
5.08
Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have
been duly given if delivered or mailed (registered or certified mail, postage prepaid, return receipt requested) as follows:
If to the Seller:
XXXXX XXXXX
Address:
9 Neve Xx'xxxxx Xx, Xx Xxx 000, Xxxxxx
If to
the Purchaser:
XXXXXX
X. XXXXXX
Address:
000 Xxxxxx Xxxxx, XX Xxx 0000 GT, Cayman Islands
5.09 Effect. In the event any portion of this Agreement is deemed to be null and void under any state, provincial, or federal
law, all other portions and provisions not deemed void or voidable shall be given full force and effect.
5.10 Gender and Number. Words importing a particular gender mean and include the other gender and words importing a singular number mean and include the plural number and vice versa, unless the context clearly indicated to the contrary.
5.11 Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures are acceptable and deemed original signatures.
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IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Seller and the Purchaser, on the date first above
written.
SELLER:
/s/ Xxxxx Xxxxx
XXXXX
XXXXX
PURCHASER:
/s/ Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX
