SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), is made and entered into as of November 15, 2009, by and among Pimi Agro Cleantech, Inc., a Delaware corporation (the “Company”), and the purchaser listed on Exhibit A attached hereto (the “Purchaser”).
REGULATION S STOCK PURCHASE AGREEMENT Dated November 15, 2009 For PIMI AGRO CLEANTECH, INC. COMMON STOCKRegulation S Stock Purchase Agreement • November 16th, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services • New York
Page ARTICLE I. PURCHASE, SALE AND TERMS OF SHARES 2 1.1. The Investment 2 1.2. Payment of Purchase Price; Closing 2 1.3 Purchase Obligation 2 1.4 Representations by the Purchaser 2 1.5 Termination 5 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 6 The Company represents and warrants as follows: 6 2.1. Organization and Standing of the Company 6 2.2. Corporate Action 6 2.3. Governmental Approvals 6 2.4. Litigation 6 2.5. Compliance with Other Instruments 7 2.6. Title to Assets; Intellectual Property Rights 7 2.7. Taxes 8 2.8. Disclosure 8 2.9. Brokers or Finders 8 2.10. Capitalization; Status of Capital Stock 8 2.11. SEC Reports 9 2.12. Books and Records 9 2.13. Refusal of Registration 9 2.14. Registration Rights 9 ARTICLE III. MISCELLANEOUS 10 3.1. No Waiver; Cumulative Remedies 10 3.2. Amendments; Waivers and Consents 10 3.3. Addresses for Notices 10 3.4. Costs; Expenses and Taxes 10 3.5. Effectiveness; Binding Effect; Assignment 10 3.6. Survival of Representations and Warr
