MEDIS TECHNOLOGIES INC.
000 0XX XXXXXX
XXX XXXX, XXX XXXX
AGREEMENT
THIS AGREEMENT IS ENTERED INTO this 9th day of November 2000, by and
between Medis Technologies Inc., a company incorporated under the laws of
Delaware, USA ("Medis") and Xx. Xxxxxxx Xxxxxxxxxxx, Israel I.D. No. 304146558
("GF").
WHEREAS, GF is the General Manager of More Energy Ltd., a company in the
business of designing and developing fuel cell technology (the "Company"); and
WHEREAS, GF owns 70 shares of the Company constituting seven percent (7%)
of the total issued and outstanding shares of the Company (the "GF Shares"); and
WHEREAS, Medis owns 930 shares of the Company, constituting ninety three
percent (93%) of the issued and outstanding shares of the Company; and
WHEREAS, Medis desires to purchase from GF and GF desires to sell to Medis
an Option to acquire the shares of the Company owned by GF.
NOW THEREFORE, the Parties agree as follows:
1. OPTION XXXXX
XX hereby grants to MEDIS an option to acquire all or part of the GF
Shares. Such Option shall be exercisable by MEDIS from time to time over a
period of forty-eight (48) months from the Effective Date of this Agreement. In
each of the four (4) 12 month periods following the Effective Date. MEDIS will
be entitled to exercise the Option as to one fourth of the GF shares, with any
unexercised amount being carried over to the next twelve month period. So for
example, if MEDIS has not exercised its Option as to any portion of the GF
Shares during the first 3 twelve month periods, MEDIS will have the right to
purchase all or any portion of the GF Shares during the fourth 12-month period.
At the end of the fourth 12 month period, any unexercised portion of the Option
shall expire. Each exercise of the Option shall be effected by a written notice
from MEDIS to GF accompanied by the proportional payment to be made pursuant to
Paragraph 3 below.
2. OPTION PRICE
The price to be paid by MEDIS to GF for the Option shall be Five Hundred
Thousand United States Dollars (US$ 500,000), to be paid out of the proceeds of
any public offering that MEDIS completes before the Expiration Date. If for any
reason a financing is not completed, MEDIS will be entitled to either pay the
Option Price by no later than April 15, 2001 ("Expiration Date") or this
Agreement will automatically expire. MEDIS hereby agrees to pay to GF, upon
signature of this Agreement a sum of Ten Thousand United States Dollars (US$
10,000.00) in consideration for the right to implement this Agreement until
April 15, 2001.
3. SHARE PRICE
The price to MEDIS to acquire all of the GF Shares shall be 120,000 shares
of MEDIS stock, so that for each share of the GF Shares, MEDIS shall deliver to
GF 1714 registered MEDIS shares.
4. TAXES
GF shall be responsible and solely liable for any taxes that result from
this transaction, including any taxes on the payment of the Option Price and/or
the Share Price by MEDIS.
5. EFFECTIVE DATE
This Agreement shall come into effect upon the signature of both Parties
hereto and shall expire at the end of the fourth twelve-month period thereafter.
6. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and interpreted under the Laws of the
State of Israel. Any dispute arising in connection with this Agreement that is
not amicably resolved by the Parties may be submitted solely to the Courts of
the State of Israel for resolution.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire and sole agreement between the
Parties concerning the subject matter herein discussed and any previous or
concurrent agreement or understanding whether oral or written is hereby
cancelled and revoked.
IN WITNESS WHEREOF, the Parties hereto have signed or caused their duly
authorized representatives to sign this Agreement in two (2) duplicate
originals, of which one (1) is left with GF and one (1) with MEDIS, all as of
the date first hereinabove written.
MEDIS TECHNOLOGIES INC. XXXXXXX XXXXXXXXXXX
By:/S/ XXXXXX X. XXXXXX By:/S/ XXXXXXX XXXXXXXXXXX
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Name: Xxxxxx X. Xxxxxx, CEO
MEDIS TECHNOLOGIES INC.
000 0XX XXXXXX
XXX XXXX, XXX XXXX
April 1, 2001
Xxxxxxx Xxxxxxxxxxx
Rehov Hai
Givat Hadar, Israel
Subject: LETTER AMENDMENT TO AGREEMENT DATED NOVEMBER 9, 2000
BETWEEN MEDIS TECHNOLOGIES AND XXXXXXX XXXXXXXXXXX
Dear Xx. Xxxxxxxxxxx:
This letter will confirm our agreement that, in consideration of a
payment of US$10,000 by Medis to you, you agree that the date of April 15, 2001
set forth in two places in Article 2 of the captioned Agreement will be changed
to read July 31, 2001.
Please countersign this letter and return a copy to me indicating your
agreement herewith.
Sincerely,
/s/ Xxx Xxxxxx
Xxx Xxxxxx
Senior Vice President
Signed and agreed:
/S/ XXXXXXX XXXXXXXXXXX
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Xxxxxxx Xxxxxxxxxxx
