SHARE PURCHASE AGREEMENT
This
Agreement (the "Agreement") is made as of the 27th
day of
August (the "Effective Date"), 2007, by and between Energtek Inc., of 00
Xxxx
Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, XX 00000, XXX (the "Buyer”) and Xxxxx LLC., of
111 8th Ave, 13th Fl, Xxx Xxxx, XX 00000, XXX, (the "Seller").
WHEREAS,
the
Seller is the owner of 8,999 ordinary shares of NIS 1 par value and 1 management
share of NIS 1 par value (collectively, the "Purchased Shares") of Angstore
Technologies Ltd. (Reg. Co.. 51-341362-5) (the "Company"); and
WHEREAS, other
than the Seller, the Buyer is the only shareholder of the Company;
and
WHEREAS, the
Seller wishes to sell the Purchased Shares to the Buyer and the Buyer wishes
to
purchase the Purchased Shares, subject to the terms set below; and
WHEREAS the
parties wish to put unto writing the agreements between them;
NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties hereby agree as follows:
| 1 |
Preamble
and Appendixes
|
| 1.1 |
The
preamble to this Agreement as well as its appendixes form integral
parts
hereof.
|
| 1.2 |
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.
|
| 2 |
Representations
by the Seller
|
The
Seller hereby represents and warrants to the Buyer that the statements contained
in this Section 2 are correct and complete and further acknowledges that
Buyer
is entering into this Agreement in reliance thereon.
| 2.1 |
The
Seller is the sole owner of the Purchased Shares and such shares
are free
and clear of any lien, pledges or encumbrance of any kind and/or
of any
third party rights.
|
| 2.2 |
All
actions on the part of the Seller necessary for the execution of
this
Agreement and for the transfer of the Purchased Shares to the Buyer
under
this Agreement have been taken
|
| 2.3 |
The
Seller has all requisite power and authority to execute, deliver,
and
perform this Agreement.
|
1
| 2.4 |
This
Agreement is the legal, valid, and binding obligation of the Seller,
and
is enforceable against the Seller in accordance with its terms.
|
| 2.5 |
All
waivers or other consents needed from any banks, members, managers,
governmental entities, or other third parties in connection with
the
transactions contemplated by this Agreement, have been obtained,
and
evidence was delivered to the Buyer
|
| 2.6 |
The
Seller represents and acknowledges that the EGTK Shares (as defined
below)
are being acquired for investment by Seller for the Seller'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 Seller has no present intention
of
selling, granting any participation in, or otherwise distributing
the EGTK
Shares. Seller understands that the EGTK Shares have not been registered
under the Securities Act of 1933 (the "1933 Act") or the laws of
any
state, that the issuance of the EGTK Shares to Buyer is being undertaken
in reliance upon an exemption from the registration requirements
of the
1933 Act, and that the certificates evidencing the EGTK Shares will
be
endorsed with a restrictive legend.
|
| 2.7 |
Other
than as stated above, the Purchased Shares are sold as is, without
any
other representations and warranties
|
| 3 |
Representations
by the Buyer
|
The
Buyer
hereby represents and warrants to the Seller that the statements contained
in
this Section 3 are correct and complete and further acknowledges that Seller
is
entering into this Agreement in reliance thereon.
| 3.1 |
All
corporate action on the part of the Buyer necessary for the execution,
of
the said purchase under this Agreement has been
taken.
|
| 3.2 |
Buyer
is a shareholder of the Company and familiar with its business and
activities and accordingly the Purchased Shares are being purchased
as is.
|
| 3.3 |
Buyer
has the financial capability to meet its undertakings herein.
|
| 4 |
Purchase
of the Purchased Shares
|
| 4.1 |
The
Buyer hereby purchases the Purchased Shares, namely 8,999 ordinary
shares
of NIS 1 par value and 1 management share of NIS 1 par value of the
Company and the Seller hereby sells to the Buyer the Purchased Shares
for
the sum of US$ 275,000 (two hundred seventy five thousand) (the "Purchase
Price”) to be paid to the Seller by issuing to the Seller 550,000 (five
hundred and fifty thousand) common share of the Buyer ("the EGTK
Shares")
|
| 4.2 |
The
Seller hereby delivers to Buyer a validly executed share transfer
deed and
a resolution of the management of the Company approving the transfer
of
the Purchased Shares; and the Buyer shall deliver to the Seller within
30
days a share certificate for the EGTK shares and a board resolution
approving such issuance.
|
2
| 5 |
Tax
|
The
Seller shall bear any and all taxes, if applicable, on the sale and transfer
of
the Purchased Shares to the Buyer.
| 6 |
Miscellaneous
|
| 6.1 |
Further
Assurances. Each of the parties hereto shall perform such further
acts and
execute such further documents as may reasonably be necessary to
carry out
and give full effect to the provisions of this Agreement and the
intentions of the parties as reflected
hereby.
|
| 6.2 |
Governing
Law; Jurisdiction. This Agreement shall be governed by and construed
exclusively according to the laws of the State of New York, without
regard
to the conflict of laws provisions thereof. Any dispute arising under
or
in relation to this Agreement shall be resolved exclusively in the
competent courts of the State of New York, and each of the parties
hereby
submits irrevocably to the jurisdiction of such
court.
|
| 6.3 |
Entire
Agreement; Amendment and Waiver. This Agreement (including all Schedules)
constitutes the full and entire understanding and agreement between
the
parties with regard to the subject matter hereof and thereof. Any
term of
this Agreement may be amended and the observance of any term hereof
may be
waived (either prospectively or retroactively and either generally
or in a
particular instance) only with the written consent of each party
to this
Agreement.
|
| 6.4 |
Notices,
etc. All notices and other communications required or permitted hereunder
to be given to a party to this Agreement shall be in writing and
shall be
telecopied or mailed by registered or certified mail, postage prepaid,
or
otherwise delivered by hand or by messenger, addressed to such party’s
address as set forth below or at such other address as the party
shall
have furnished to the other parties in writing in accordance with
this
provision:
|
if
to
Buyer: Energtek
Inc., of 00 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, XX 00000, XXX.
if
to
Seller: Xxxxx
Llc., of 000
0xx
Xxx, 00xx Xx, Xxx
Xxxx,
XX 00000,
XXX
or
such
other address with respect to a party as such party shall notify each other
party in writing as above provided. Any notice sent in accordance with this
Section 6.4 shall be effective (i) if mailed by certified mail, five (5)
business days after mailing, (ii) if sent by messenger, upon receipt, and
(iii)
if sent via e-mail or telecopier, upon transmission and electronic confirmation
of receipt and receipt of oral confirmation of receipt (if transmitted and
received on a non-business day) on the first business day following transmission
of electronic confirmation of receipt and receipt of oral confirmation of
receipt.
3
| 6.5 |
Counterparts.
This Agreement may be executed in any number of counterparts, each
of
which shall be deemed enforceable against the parties actually executing
such counterpart, and all of which together shall constitute one
and the
same instrument.
|
Signatures
appearing on a faxed page shall be deemed original signatures and shall be
enforceable against the parties transmitting such signature pages by
facsimile.
IN
WITNESS WHEREOF the parties have signed this Agreement as of the date first
hereinabove set forth.
|
/s/
Xxxxx Xxxxx
|
/s/
Xxxxxx Xxxxxx
|
|
|
Energtek
Inc.
|
Xxxxx
LLC
|
4
