INVESTMENT AGREEMENT
This
Agreement is made as of the 29th
day of
June, 2007, by and among Angstore
Technologies Ltd.,
a
company duly registered in the state of Israel with its address at 0 XxXxx
Xx., Xxxxx Industrial Park, Ashkelon 78172 (the "Company")
and
Energtek Inc., a company duly registered in the State of Nevada, USA with its
address at 00 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, XX 00000, XXX (the
"Purchaser")
WHEREAS The
Purchaser is a shareholder of the Company that presently holds 7,364 out of
the
16,364 issued and outstanding shares of the Company; and
WHEREAS The
Purchaser wishes to purchase additional shares in the Company that shall bring
its holdings in the Company to a majority holding in the Company and the Company
agrees to issue such shares to the Purchaser as set forth herein;
and
WHEREAS The
parties wish to set forth their agreements herein;
NOW
THEREFORE, in consideration of the promises and mutual covenants contained
herein, the Company and the Purchaser hereby agree as
follows:
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1.
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Preamble
and Appendixes
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1.1.
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The
preamble to this Agreement as well as its appendixes forms an integral
part hereto.
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1.2.
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The
headings of the sections and subsections of this Agreement are made
for
convenience of reference only and are not to be considered in construing
this Agreement.
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2.
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Purchase
and Sale of Purchased Shares
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2.1.
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The
Purchaser agrees and undertakes to purchase, subject to the terms
of this
Agreement, from the Company, and the Company agrees to sell and issue
to
the Purchaser, an aggregate of 16,384 ordinary shares of the Company
of
NIS 1 par value, representing 50% of the Company’s issued and outstanding
shares (the “Purchased Shares") on a fully diluted basis, as follows: On
each Closing Date (hereafter defined), Purchaser shall purchase,
and
Company shall sell and issue, the number of shares of the Company’s
ordinary shares set forth for each such Closing Date in Section 2.2
hereof. The purchase price to be paid by Purchaser to the Company
in
consideration for the issuance of the Purchased Shares shall be $27.50
per
share (the "Purchase Price"), and shall be payable on each Closing
Date
with respect to the number of Purchased Shares purchased on such
Closing
Date.
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2.2.
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The
purchase and issuance of the Purchased Shares shall take place in
three
closings (each, a “Closing”)
at the offices of Pelles, Moser, Xxxxxxx & Co. - Law Offices, located
at 00 Xxxx Xxxxxx Xxxxxx, Xxxxx Xxx, xx June 29, 2007 or at such
other
time and place as may be agreed to by the parties in writing. The
first
closing shall take place on the date of this Agreement (the “First Closing
Date”) simultaneously with the execution of this Agreement. The second
closing shall take place during the month of July 2007 (the “Second
Closing Date”). The third closing shall take place not later than August
31, 2007 (the “Third Closing Date”). The number of Purchased Shares to be
purchased and issued at each Closing shall be as
follows:
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2.2.1.
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On
the First Closing Date, 4,000 Purchased Shares shall be purchased
and
issued for an aggregate Purchase Price of
US $110,000;
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2.2.2.
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On
the Second Closing Date, 8,000 Purchased Shares shall be purchased
and
issued for an aggregate Purchase Price of US $220,000;
and
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2.2.3.
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On
the Third Closing Date, 4,364 Purchased Shares shall be purchased
and
issued for an aggregate Purchase Price of US
$120,010.
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2.3.
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The
capitalization table of the Company, pre and post the purchase of
the
Purchased Shares by the Purchaser, is as set in Exhibit
2.3
attached hereto.
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2.4.
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The
Company shall promptly notify the Registrar of Companies of the State
of
Israel of the issuance of the Purchased Shares, upon receipt of Purchase
Price (or parts of the same according to Clause 2.2).
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2.5.
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The
rights of the Purchased Shares are as determined in the memorandum
and
articles of association of the Company (as amended from time to
time).
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3.
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Closing
Deliveries.
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3.1.
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At
each Closing, the Company shall deliver to Purchaser a share certificate
representing the Purchased Shares purchased by Purchaser on that
Closing
Date against delivery to the Company by Purchaser of the Purchase
Price
therefor by wire transfer of immediately available funds to an account
specified in writing by the Company.
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3.2.
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At
the Closing taking place on the First Closing Date, the following
additional transactions shall occur:
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3.2.1.
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The
Company shall deliver to the Purchaser a copy of a resolution of
the
Company’s shareholders approving this Agreement in the form attached
hereto as Exhibit 3.2.1.
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3.2.2.
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The
Company shall deliver to the Purchaser a copy of a resolution of
the Board
of Directors of the Company approving this Agreement, in the form
attached
hereto as Exhibit
3.2.2
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3.2.3.
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The
Company shall secure any and all waivers required from any shareholders
of
the Company, regarding their pre-emptive rights in connection with
the
Purchased Shares, to the extent
necessary.
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3.2.4.
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The
Company shall notify the Office of the Chief Scientist in the ministry
of
Industry and Commerce ("the OCS") of such transaction. In the event
the
approval of the OCS shall be required, the Parties shall use their
best
endeavourers to secure such approval as soon as possible.
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3.2.5.
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The
Purchaser shall deliver to the Company a copy of a resolution of
the Board
of Directors of the Purchaser approving this Agreement, in the form
attached hereto as Exhibit
3.2.5.
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3.2.6.
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The
Purchaser shall deliver to the Company a copy of a resolution of
the Board
of Directors of the Purchaser, to be adopted within two business
weeks
from the Closing, nominating the CEO of the Company, Xx. Xxx Xxxxxxxxxx,
as President of the Purchaser.
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3.3
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Conditions
of Purchasers to Closing.
The obligations of the Purchaser to purchase the Purchased Shares
and to
pay the Purchase Price at each Closing are subject to the fulfillment
at
or before the Closing Date for such Closing of the following conditions
precedent (to the extent indicated below), any one or more of which
may be
waived in whole or in part by the Purchaser, which waiver shall be
at the
sole discretion of the Purchasers:
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3.3.1
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Representations
and Warranties.
The representations and warranties made by the Company in this Agreement
shall have been true and correct when made, and shall be true and
correct
as of the Closing as if made on the
Closing.
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3.3.2
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Covenants.
All covenants, agreements, and conditions contained in this Agreement
to
be performed or complied with by the Company prior to the Closing
shall
have been performed or complied with by the Company, prior to or
at the
Closing.
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3.3.3
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Consents,
etc.
The Company shall have secured all permits, consents and authorizations
that shall be necessary or required lawfully to consummate this Agreement
and to issue the Purchased Shares to each Purchaser at the
Closing.
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3.3.4
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Delivery
of Documents.
All of the documents to be delivered by the Company pursuant to Section
3.2 shall have been delivered to the Purchasers. All other actions
and
transactions set forth in Section 3.2 shall have been completed on
or
prior to the Closing.
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3.3.5
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Ordinary
Course of Business.
From the signing of this Agreement
through the Closing, the Company has not taken, and has not agreed
or
resolved to take, any action which is outside the ordinary course
of its
business consistent with past custom and practice (including with
respect
to quantity and frequency).
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4.
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Representations
and Warranties of the Company
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| The Company represents and warrants to the Purchaser, and acknowledges that the Purchaser is entering into this Agreement in reliance thereon, as of the date hereof as follows: |
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4.1.
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Validity
of Transaction.
The Company has all requisite power and authority to execute, deliver,
and
perform this Agreement. All necessary corporate proceedings of the
Company
have been duly taken to authorize the execution, delivery, and performance
of this Agreement by the Company. This Agreement is the legal, valid,
and
binding obligation of the Company, and is enforceable as to the Company
in
accordance with its terms. All waivers or other consents needed from
any
banks, shareholders, governmental entities, or other third parties
in
connection with the transactions contemplated by this Agreement,
have been
obtained, and evidence was delivered to the
Purchaser.
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4.2.
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Capitalization.
The share capital of the Company is as stated in Exhibit 2.3. There
are no
contracts, agreements, or understandings relating to the issuance,
sale or
transfer of any equity securities or other securities of Company,
including any of the following: options, warrants, agreements, or
other
rights for the acquisition of shares of the Company's share capital;
securities or other obligations of the Company which are convertible
into
shares of the Company's share capital; or sale agreements, shareholder
agreements, pledges, proxies, voting trusts, powers of attorney,
restrictions on transfer or other agreements or instruments that
are
binding on Seller or the Company, including without limitation, any
such
agreements or instruments that relate to the ownership, voting or
transfer
of any shares of the Company's share capital.
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4.3.
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Information.
All written information which has been given by the Company to the
Purchaser in the course of the negotiations leading to this Agreement
was
when given and is at the date hereof true and accurate in all material
respects.
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4.4.
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Contracts.
The Company is not in breach of any deed, agreement or transaction
to
which it is a party, and to the best of its knowledge, no third party
that
has transacted business with the Company is in breach of any of its
material obligations under any deed, agreement, or transaction to
which it
is a party with the Company. The Company has not given any guarantee,
indemnity or security for or otherwise agreed to become directly
or
contingently liable for any obligation of any other person and no
person
has given any guarantee of or security for any obligation of the
Company.
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4.5.
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Litigation.
The Company is not involved in any civil, criminal or arbitration
proceedings.
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| 4.6. | Debts and Loan Facilities. There are no debts owing by or to the Company other than (a) debts listed in the financial reports for the year ending Dec. 31st 2006 and the 3 month period ending on March 31st 2007, and (b) as detailed in Exhibit 4.6 and (c) which have arisen in the ordinary course of business. The Company has not lent any money that has not yet been repaid. The parties hereto confirm that after consummation of the investment, which is the subject of this Agreement, there are no other outstanding shareholder loans owed to any shareholder. |
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4.7.
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Brokers.
No agent, broker, investment banker, person or firm acting in a similar
capacity on behalf of or under the authority of the Company is or
will be
entitled to any broker's or finder's fee or any other commission
or
similar fee, directly or indirectly, on account of any action taken
by the
Company in connection with any of the transactions contemplated under
this
Agreement.
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5.
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Representations
of the Purchaser
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| The Purchaser represents and warrants to the Company, and acknowledges that the Company is entering into this Agreement in reliance thereon, as of the date hereof as follows: |
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5.1
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Validity
of Transaction.
The Purchaser has all requisite power and authority to execute, deliver,
and perform this Agreement. All necessary corporate proceedings of
the
Purchaser have been duly taken to authorize the execution, delivery,
and
performance of this Agreement by the Purchaser. This Agreement is
the
legal, valid, and binding obligation of the Purchaser, and is enforceable
as to the Purchaser in accordance with its terms. All waivers or
other
consents needed from any banks, shareholders, governmental entities,
or
other third parties in connection with the transactions contemplated
by
this Agreement, have been obtained, and evidence was delivered to
the
Purchaser.
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5.2
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Brokers.
No agent, broker, investment banker, person or firm acting in a similar
capacity on behalf of or under the authority of Purchaser is or will
be
entitled to any broker's or finder's fee or any other commission
or
similar fee, directly or indirectly, on account of any action taken
by
Purchaser in connection with any of the transactions contemplated
under
this Agreement.
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5.3
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The
Purchased Shares will be acquired for investment for by Purchaser
for the
Purchaser's own account, not as a nominee or agent, and not with
a present
view to the resale or distribution of any part thereof, and Purchaser
has
any present intention of selling, granting any participation in,
or
otherwise distributing the same.
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5.4
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Purchaser
further represents that it is a shareholder of the Company and familiar
with its business and has conducted such inspections as it deems
fit.
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6.
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Miscellaneous
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6.1.
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Governing
Law and Jurisdiction.
This Agreement shall be governed and construed in accordance with
the laws
of Israel and the courts of Tel Aviv shall have sole jurisdiction.
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6.2.
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Entire
Agreement.
This agreement constitutes the entire agreement between the parties
hereto
pertaining to the transactions contemplated herein and embodies all
the
terms binding upon the parties in respect thereof. No party to this
Agreement shall be liable or bound in any manner by prior consent
or
contemporaneous express or implied representation, warranty, statement,
promise, covenant or agreement pertaining to the said transaction
made by
it or on its behalf unless same is expressly set forth or referred
to
herein.
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6.3.
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Notices.
All notices in connection to this agreement will be in writing and
delivered personally or sent by registered mail or certified mail,
postage
prepaid, by confirmed telefax or confirmed email, to the appropriate
addresses of the parties or to any other address as each party may
designate by written notice to the other party in the manner herein
provided for such notice. Any notice thereunder shall be deemed to
have
been served or given as of the date such notice is actually received,
is
delivered personally, 7 days after dispatch if sent by registered
mail or
on the next business day if sent by telefax or by email, provided
such
delivery is confirmed.
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6.4.
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Amendments
and Waivers.
Any term of this Agreement may be amended and the observance of any
term
of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the
written
consent of all the parties hereto.
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6.5.
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Severability.
If
one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this
Agreement
and the balance of the Agreement shall be interpreted as if such
provisions were so excluded and shall be enforceable in accordance
with
its terms.
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Signatures
in the following page
In
witness whereof, the parties have executed this Investment Agreement as of
the
date first above written.
[Signature
page for June 29, 2007, ordinary
Shares Investment]
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/s/
Lev Zaidenberg_____________
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Angstore
Technologies Ltd.
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By:
Xxx
Xxxxxxxxxx
Date:
June 29, 2007
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/s/
Doron Uziel________________
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Energtek
Inc.
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By:
Xxxxx Xxxxx
Date:
June 29, 2007
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Exhibit
2.3
To
the
Investment Agreement made
as
of the 29th
day of
June, 2007, by and
among
Angstore Technologies Ltd. and Energtek Inc.,
Capitalization
of Angstore Technologies Ltd.
before
the Investment
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Shares
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Percentage
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Xxxxx
LLC
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9,000
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55.0
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%
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||||
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Energtek
Inc.
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7,364
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45.0
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%
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TOTAL
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16,364
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100.0
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%
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Investments
to take place
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Investment
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Shares
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||||||
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First
Closing
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110,000
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4,000
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|||||
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Second
Closing
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220,000
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8,000
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|||||
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Third
Closing
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120,010
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4,364
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|||||
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TOTAL
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450,010
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16,364
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Capitalization
after the Investment
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Shares
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Percentage
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||||||
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Xxxxx
LLC
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9,000
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27.5
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%
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||||
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Energtek
Inc.
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23,728
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72.5
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%
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TOTAL
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32,728
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100.0
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%
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