EQUITY SHARING AGREEMENT
AGREEMENT date\d as of the 10 day of June, 1997 by and between EUROTECH
LTD a USA District of Columbia corporation with offices at 0000 Xxxxxxxx xxxxxx,
xxxxx 000, Xx Xxxxx, Xxxxxxxxxx 00000 XXX (the "EURO") and XXXX Xxxxxx (The
Author) with offices located at ISRAEL.
WITNESSETH
WHEREAS, the Author has presented certain scientific-technical ideas and
has formed or has intention to form a start up company named Separator, Ltd.
("START UP") with the intent to further research and develop the said ideas into
the marketable technologies and later to implement this development into
industrial operations.
WHEREAS, EURO would like to participate in formation of the START UP and
undertake the responsibilities for the marketing and industry implementation,
and
WHEREAS, EURO would like to provide for its share of the financing in the
START UP and would like to be fully and exclusively responsible for the
non-research related activities of START-UP, and
WHEREAS, the Author holds 50% (fifty percent) of the Allocated shares in
the START UP and the Author would like to yield the marketing responsibilities
of the START UP activities to EURO.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and of the mutual benefits herein provided the EURO and the Author agree as
follows:
1. Equity (ownership) sharing. The Author is obligated to sell to EURO
or EURO's designee at EURO's first request within the two weeks such
request has been made 31% (thirty one percent) of the full number of
shares issued by START-UP out of the full number of START-UP shares
owned by the Author and the Author has agreed from the moment of
START-UP formation to allocate the said 31% of the START-UP shares
to EURO and will have no rights to sell, assign or otherwise
transfer by any means any amount of these shares to any other party
without the written notarized consent from EURO.
In order to assure the following obligation the author will sign a
share transfer warrant which shall he kept in the hands of the START
UP accountant with irrevocable
orders to transfer the shares to EURO if it will pay the Author the
sum as stated in paragraph 3 of the Agreement.
2. Term. The request to the Author from EURO to sell 31% shares shall
come at EURO's discretion no earlier then 6 months and no later then
18 months after actual registration of the START - UP. If EURO fails
to purchase the shares after making the request within 6 (six)
months the Author becomes no longer legally obligated to sell the
shares to EURO.
3. Share sales price. EURO has agreed to buy and the Author has agreed
to sell to EURO the said 31% of the shares of the START-UP at a set
price equal to $93,000.00 (ninety three thousand US dollars). After
the deal the author shall remain with 19% of the issued shares.
4. START UP Profit sharing. In case the Author sells 31% of the shares
as instated above EURO shall compensate the Author for the loss of
the pre-taxed profit in START UP as a result of such sale.
5. Assisting marketing. The Author Assisting Marketing that he is fully
aware of the fact that the main interest of EURO in this agreement
is to get full control over the future marketing options of the
START UP and he shall invest his best efforts to promote EURO
marketing actions.
6. Other Arrangements. This Agreement does not preclude from any other
arrangements which can be made between the EURO and the Author in
course of conducting mutual business.
7. Complete Agreement. This Agreement supersedes any and all prior
written and oral agreements between the EURO and the Author.
8. Governing law. All disputes and claims between the parties in
connection with any matter arising out of or connected with this
agreement shall be settled exclusively by the competent courts of
the state of New York, and the parties submit themselves to the
jurisdiction of such courts.
9. General. Any amendments to this agreement shall be binding upon the
parties only if mutually agreed upon in writing and signed by both
parties.
Any provision herein which is found to be invalid illegal or
unenforceable under any applicable provision of the laws valid in
Israel or with respect thereto,
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shall be amended to the extent required to render this agreement
valid, legal and enforceable under such laws (or deleted if no such
amendment is feasible), and such amendment of deletion shall not
affect the enforceability of other provisions hereof and the basic
rights and obligations of the parties.
All notices, consents, approvals, or other notices required
under this agreement shall be made in writing and addressed to the
place of each the parties.
10. NOTICES.
Any notices required or permitted to be given hereunder may be given
by personal delivery, registered airmail, return receipt requested
telegram, telefax or telex. Notice by telegram, be deemed given (7)
days after mailing. Notice by telegram, telefax or telex shall be
deemed given on the date transmitted provided same is a working day
by recipient and the notice is transmitted during normal working
hours. Until changed by written notice given by one party to the
other, the addresses the parties for notice shall be as follows:
IN WITNESS WHEREOF, The EURO and the Author have executed this
Agreement as of the date first above written.
/s/ X. Xxxxxx /s/ X. Xxxxxxxx
----------------------- --------------------------------
THE AUTHOR EURO
EUROTECH, LTD
BY:
it's Chief Executive Officer
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