ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 14th day of May 2013, by and among Solarflex Corp., a Delaware corporation with offices located at 2 Abba Hillel Silver Street, 11th Floor, Ramat Gan 52506 Israel (the "Purchaser") and International Executive Consulting SPRL, an entity organized under the laws of Belgium with offices located in the Ukraine (the "Seller"). The Purchaser and the Seller are sometimes referred to individually as a "Party" and collectively as the “Parties”.
RECITALS
WHEREAS, the Seller owns all right, title and
interest in a piece of machine equipment known as a Multi Purpose CVD and PCVD Multiple
Target Industrial Vacuum (the "Equipment"); and
WHEREAS, the Purchaser desires to purchase and the Seller desires to sell the Equipment
that is located in Israel pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits to be derived and the
representations and warranties, conditions and promises herein contained, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the Parties hereto hereby agree as follows:
ARTICLE I.
Purchase and Sale of Assets
1.1 Sale of Assets. Subject to
the terms and conditions set forth in this Agreement, the Seller agrees to sell, transfer
and assign to Purchaser, and the Purchaser agrees to purchase the Equipment for the
consideration set forth in section 1.2 below.
1.2 Cash and Other Consideration. The Parties
acknowledge and agree that the payment by Purchaser to Seller for the Equipment shall
consist of: (i) the sum of thirty thousand ($30,000) US dollars; and (ii) an aggregate of
six million (6,000,000) restricted shares of the Purchaser's common stock (the
"Shares") valued at one hundred eighty thousand ($180,000) US dollars based upon
the most recent sale of Shares by the Purchaser at three ($0.03) US cents per Share.
1.3 Purchaser’s Other Obligation. Following the
Share issuance to Seller provided in Section 1.2 above, Seller will own approximately
forty-four (44%) percent of the Purchaser's outstanding Shares and, as a result, Purchaser
has agreed that Seller shall be entitled to designate one (1) person to serve on the
Purchaser's board of directors, which currently consists of two (2) persons.
1.4 Instruments of Transfer; Further Assurances. In order to consummate
the transactions contemplated by this Agreement, the Parties shall duly execute and
deliver such other and further documents in order Seller to convey full right, title and
interest in the Equipment to the Purchaser, free and clear of all liens, claims and
encumbrances.
ARTICLE II.
Representations and Warranties
2.1 Representations and Warranties of Seller. Seller represents and
warrants to Purchaser that the following are true and correct on and as of the date of
this Agreement and will be true and correct through the Closing as if made on and as of
that date:
(a) The Seller has valid legal ownership to the Equipment, there exists
no right or option held by any third party to acquire the Equipment other than the right
of Purchaser as provided in this Agreement;
(b) The Seller acknowledges that after the cash payment and Share
issuance (the "Consideration"), Purchaser shall have all right, title and
interest to the Equipment.
2.2 Representations and Warranties of Purchaser. Purchaser represents
and warrants to Seller that the following are true and correct on and as of the date of
this Agreement and will be true and correct through the Closing as if made on and as of
that date:
(a) Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and is qualified to transact
business and is in good standing in the jurisdictions where it is required to qualify in
order to conduct its business as presently conducted;
(b) Purchaser has the corporate power and authority to purchase the
Equipment and issue the Shares without the necessity of Purchaser obtaining any consent,
approval, authorization or waiver or giving any notice or otherwise; and
(c) The execution, delivery and performance of this Agreement do not and
will not:
(1) constitute a violation of the charter documents of Purchaser;
(2) constitute a violation of any statute, judgment, order, decree or
regulation or rule of any court, governmental authority or arbitrator applicable or
relating to Purchaser, or
(3) constitute a default under any contract to which Purchaser is a
party.
(d) This Agreement has been duly authorized, executed and delivered by
Purchaser and constitutes the legal, valid and binding obligation of Purchaser,
enforceable in accordance with its terms, except as may be limited by bankruptcy,
reorganization, insolvency and similar laws of general application relating to or
affecting the enforcement of rights of creditors.
ARTICLE III.
Miscellaneous
3.1 Further Actions. From time to time, as and when reasonably requested
by either Party hereto, shall execute and deliver, or cause to be executed and delivered,
such documents and instruments and shall take, or cause to be taken, such further or other
actions as may be reasonably necessary to transfer, assign and deliver to the other Party,
as the case may be, the Equipment or the Shares (or to evidence the foregoing) and to
consummate and to effect the other transactions expressly required to be performed by
Parties hereunder.
3.2 No Broker. The Parties represent and warrant to each other that they
have no obligation or liability to any broker or finder by reason of the transactions
which are the subject of this Agreement. 3.3 3.3
Expenses. Except as otherwise specifically agreed in writing herein, the Seller and
Purchaser shall each bear their own legal fees, accounting fees and other costs and
expenses with respect to the negotiation, execution and the delivery of this Agreement and
the consummation of the transactions hereunder.
3.4 Nature and Survival of Representations. All representations and
warranties and agreements made by the Seller and Purchaser in this Agreement or pursuant
hereto shall survive the Closing of the transactions contemplated hereunder.
3.5 Notices. Any and all notices, elections, demands, or requests
permitted or required to be made under this Agreement shall be in writing, signed by the
Party giving such notice, election, demand or request and shall be delivered personally or
sent by registered, certified or express Postal Mail, postage prepaid, to the other Party
at the address set forth above with respect to Purchaser or to such other address as
Purchaser shall designate in writing and, with respect to the Seller, at such other
address as Seller may have designated in writing. The date of receipt of such notice,
election, demand or request shall be deemed the earlier of (i) the date of actual receipt
of such notice, election, demand or request, (ii) five (5) days after the date of mailing
thereof by registered or certified mail, (iii) two (2) days after the date of mailing
thereof by express mail, or (iv) the date of personal delivery thereof, if applicable.
3.6 Assignment. This Agreement shall not be assignable otherwise than by
operation of law by any Party without the prior written consent of the other Party, and
any purported assignment by any Party without the prior written consent of the other Party
shall be void.
3.7 Modification. Except as otherwise noted herein, this Agreement
contains the entire agreement between the Parties hereto with respect to the transactions
contemplated herein and there are no agreements, warranties or representations which are
not set forth herein. This Agreement may not be modified or amended except by an
instrument in writing signed by or on behalf of the Parties hereto.
3.8 Governing Law. This Agreement is executed and performable in the
State of Israel. The Parties expressly agree that this Agreement shall be enforced,
governed and construed in all respects in accordance with the laws of the State of Israel,
and exclusive venue for all claims and causes of action for enforcement or interpretation
of this Agreement shall be subject to binding arbitration to be held in accordance with
the arbitration rules and regulations of the State of Israel.
3.9 Binding Effect. This Agreement shall be binding upon the Parties and
inure to the benefit of the successors, assigns, heirs and legal representatives of the
respective Parties hereto; provided, however, that this Agreement and all rights hereunder
may not be assigned by any Party hereto except with the prior written consent of the other
Party.
3.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be one and the same Agreement and shall become effective
when one or more counterparts have been signed by the Parties and delivered to the other
Party.
3.11 Headings. The headings in this Agreement are for convenience and
reference only and shall not be deemed to alter or affect any provision hereof.
3.12 Severability. If any provision of any part of this Agreement or the
application thereof to any Party hereto or in any circumstance shall, for any reason and
to any extent be invalid or unenforceable, the remainder of this Agreement or of such
provision, as well as the application of such circumstances shall not be affected thereby
but rather shall be governed to the strictest extent permitted by law.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.
SOLARFLEX CORP. (PURCHASER)
By: /s/:
Xxxxxx Xxxxx
Xxxxxx Xxxxx, Chairman and President
INTERNATIONAL EXECUTIVE CONSULTING SPRL (SELLER)
By: /s/: Xxx Xxxxxxxxxx
Name (Title)
