AGREEMENT
This Agreement is entered into on the 01 day of June, 1997.
by and among
SEPARATOR LTD., a corporation organized and existing under the laws of Israel
(the "Company")
and
EUROTECH LTD., a corporation organized and existing under the laws of California
("Eurotech")
and
The Incubator for Technological Entrepreneurship - Kiryat Weizmann Ltd. (the
"Incubator")
WHEREAS, the Company was incorporated in Israel with liability under registered
number 00-000000-0 and has at the date hereof an authorized share capital of NIS
32,700 divided into 32,700 Ordinary Shares of NIS 1 each (the "Ordinary
Shares"), of which 1000 Ordinary Shares have been allotted and issued; and
WHEREAS, the Incubator is the registered holder of 400 Ordinary Shares; and
WHEREAS, the Incubator has agreed to transfer a total of 200 (Two Hundred)
Ordinary Shares to Eurotech against its contribution to the capital of the
Company in the total amount of $60,000 (US Dollars Sixty Thousand) (the
"Contribution"); and
WHEREAS, the Company is in need of the Contribution, and it is being contributed
by Eurotech, in order to enable the Company to continue the performance of its
research and development.
NOW THEREFORE, the parties agree as follows:
1. CLOSING
The consummation of the transactions contemplated by this Agreement (the
"Closing") shall be effected at Xxxxxx & Co. Law Offices, at 0 Xxxxx
Xxxxxxxx Xxxxxx, Xxx-Xxxx, Xxxxxx, on ____________, 1997 at _____________,
or at any other time or place as Eurotech, the Company and the Incubator
mutually agree in writing (the "Closing Date").
2. PAYMENT OF THE CONTRIBUTION
The Contribution shall be paid by Eurotech to the Company in four equal
installments of $15,000 (US Dollars Fifteen Thousand) each, as follows:
2.1. The first installment shall be paid at the Closing Date
(the "First Installment")
2.2. The second installment shall be paid no later than August 1,
1997.
2.3. The third installment shall be paid no later than February 1,
1998 (the "Third Installment").
2.4. The fourth installment shall be paid no later than August 1,
1998.
3. TRANSFER OF SHARES
3.1. Subject to the terms and conditions hereof, the Incubator will
transfer to Eurotech 200 (Two Hundred) Ordinary Shares that
represent 20% (twenty percent) of the issued and outstanding
share capital of the Company (the "Shares"). The Shares shall be
transferred to Eurotech in two stages as follows:
3.1.1. 100 (One Hundred) Ordinary Shares shall be transferred
by the Incubator to Eurotech at the Closing Date against
payment by Eurotech to the Company of the First
Installment.
3.1.2. An additional 100 (One Hundred) Ordinary Shares shall be
transferred by the Incubator to Eurotech on February 1,
1998 against payment by Eurotech to the Company of the
Third Installment.
3.2. The Contribution shall be paid by certified check or wire
transfer of immediately available funds into the bank account
designated in writing by the Company.
3.3. The Company and the Incubator hereby agree that they will
promptly record such transfer of Shares to Eurotech with the
Registrar of Companies. The Company and the Incubator will also
take all action necessary and will cooperate with Eurotech in
order to obtain written verification from the Bank of Israel (or
an authorized dealer bank) that the Shares have been purchased
with foreign currency.
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3.4. At the Closing, the following shall occur:
3.4.1. Eurotech shall pay the First Installment to
the Company;
3.4.2. The Incubator shall deliver to Eurotech a Deed of
Transfer with respect to 100 (one hundred) Ordinary
Shares.
3.5. Notwithstanding the provisions of Paragraph 3.4 hereinabove, the
obligation of the parties with respect to the payment of the
Contribution and the transfer of Shares shall be subject to the
fulfillment of the following conditions at the Closing, which the
parties agree to use their best efforts to fulfill:
3.5.1. The Company shall have furnished Eurotech with a
certified copy of a resolution or resolutions duly
adopted by the Board of Directors of the Company and the
Incubator approving this Agreement and authorizing its
execution and delivery and the transfer of the Shares
(subject to payment of the Contribution).
3.5.2. Eurotech shall have furnished the Incubator and the
Company with a letter of authorization, duly authorizing
Xx. Xxxx Xxxxxxxx to execute the Agreement on behalf of
Eurotech.
3.6. The parties shall cooperate with the view to execute all of the
requisite documentation in a timely manner.
4. REPRESENTATIONS AND WARRANTIES
4.1. The Company represents to Eurotech that except for the Founders
Agreement dated February 18, 1997 (the "Founders Agreement"), it
is not a party to or bound by any other material contract and/or
obligation of any kind.
4.2. Eurotech represents and covenants to the Company and
the Incubator as follows:
4.2.1. it is fully aware of the terms of the Founders Agreement
and hereby agrees to such terms and undertakes to
fulfill the obligations set out therein, so long as they
relate to the Investor, as defined in the Founders
Agreement. For the avoidance of any and all doubt, it is
hereby expressly agreed that the
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provisions of the Founders Agreement shall prevail and
govern the relationship of each and all of the parties
to this Agreement vis-a-vis the parties to the Founders
Agreement.
4.2.2. it has all requisite power, authority and approval and
has the financial resources to enter into, execute and
deliver this Agreement and to fully perform Eurotech's
obligations hereunder.
4.3. Eurotech represents to the Company and the Incubator that it has
received answers to all questions that it has asked, received all
materials that it has requested, that all information concerning
the affairs of the Company which it requested was made available
for its review and that it is not relying on any oral
representation in connection with the investment in the Company.
5. BOARD OF DIRECTORS
Upon execution of this Agreement and payment of the First Installment to
the Company, Eurotech shall be entitled to appoint one director to the
Board of Directors of the Company, as per the provisions of the Founders
Agreement and the Company's Articles of Association.
6. CONFIDENTIALITY
Subject to any obligation to comply with (i) the requirements of the OCS;
(ii) any law; (iii) any rule or regulation of any authority or securities
exchange; or (iv) any subpoena or other legal process to make information
available to persons entitled thereto, whether or not the transactions
contemplated herein shall be concluded, all information obtained by any
party about any other and all of the terms and conditions of this
Agreement, shall be kept in confidence by each party, and each party shall
cause its shareholders, directors, officers, employees and agents to hold
such information confidential. If this Agreement is terminated for any
reason, each party shall return or cause to be returned to the other all
written data, information, files, records and copies of documents,
obtained by such party in connection with the transactions contemplated
herein.
7. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws
of Israel.
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8. TERMINATION AND RESTITUTION
Payment of the Contribution as per the provisions of Paragraph 2 of this
Agreement shall be deemed a material condition hereof. Any breach thereof,
including without limitation any delay in payment, shall be deemed a
material breach of this Agreement which shall entitle the Company to
immediately terminate this Agreement and require Eurotech to return to the
Company, without further demand, any shares already transferred to it
until the date of such termination.
Notwithstanding the foregoing, the Company shall not be required, under
any circumstances whatsoever, to return any payments made by Eurotech to
the Company until the date of such termination.
The provisions of this Paragraph shall not derogate from any remedies
and/or damages available to the Company and the incubator by law or
otherwise.
9. MISCELLANEOUS
9.1. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the parties.
9.2. The subject headings of the paragraphs of this Agreement are
included for the purpose of convenience only, and shall not
affect the construction or interpretation of any of its terms.
9.3. Eurotech shall reimburse the Company for all reasonable fees and
expenses, including legal and accounting fees and expenses,
incurred in connection with the preparation, execution and
delivery of this Agreement, and any other documents relating to
the transactions contemplated by this Agreement.
9.4. Any notice required or contemplated hereunder shall be in writing
and shall be deemed to have been duly given on the day of service
if served personally or 5 (five) days after the date of mailing,
if mailed by registered mail, postage prepaid and addressed as
follows:
To the Company and Incubator:
x/x XXXXXXXXX, XXX.
Xxxxxxxx 0
Xxxxxx Xxxxxxxx Science Park
Xxxx Xxxxx 00000
Xxxxxx
Attention: ______________________
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To Eurotech:
EUROTECH LTD.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xx Xxxxx, XX 00000
XXX
Attention: President
IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of
the date first above set forth.
EUROTECH LTD. SEPARATOR LTD.
By: Xx. Xxxx Xxxxxxxx By: Xx. Xxxx Xxxxxx
/s/ X. Xxxxxxxx /s/ X. Xxxxxx
------------------------- ------------------------------
Title: __________________ Title: _______________________
SEPARATOR LTD.
INCUBATOR FOR TECHNOLOGICAL ENTREPRENEURSHIP -
KIRYAT WEIZMANN LTD.
By: _____________________________
Title: __________________________
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