Share Sale Agreement Dated as of the 30th day of June, 2009
Execution
Copy
Dated
as of the 30th day of
June, 2009
By
and between:
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HOMI
Israel Ltd, an Israeli company, #512482787, whose address for the
purposes of this Agreement shall be Gav-Yam Centre, Building
#3, 3rd Floor, 9 Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxx 00000,
Xxxxxx; Fax: x000-0-0000000, e-mail: xxxxxxxxxxx@xx-xxxx.xxx,
with a mandatory
copy to Xxxx & Xxxx Law Offices, 00-0 Xxxxxxxx Xxxxx Xxxx, Xxx
Xxxxxxx 00000, Xxxxxx, Fax: x000-0-000-0000, e-mail: Xxxx@XxxxXxx.xxx; (“Seller”);
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And:
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Hotel
Outsource Management International, Inc., a Delaware
corporation whose address for the purposes of notices sent under this
Agreement shall be Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx
Xxxxxxxxx XX 00000, Fax: x0-000-000 5994, e-mail: xxxxxxxxxxx@xx-xxxx.xxx,
with a mandatory
copy to Xxxx & Xxxx Law Offices, 00-0 Xxxxxxxx Xxxxx Xxxx, Xxx
Xxxxxxx 00000, Xxxxxx, Fax: x000-0-000-0000, e-mail: Xxxxx@XxxxXxx.xxx;
(“Buyer”);
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Whereas:
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Seller
is the registered and beneficial owner of 1,800 ordinary shares in the
Israeli company, HOMI
(Operation 99) Ltd, Company No. 512805193 (the “Company”), which shares
constitute 100% of the Company’s issued and outstanding share capital (the
“Transaction
Shares”); and
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Whereas:
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Company
sold and assigned to Seller all of Company’s business, pursuant to that
certain Business Sale Agreement, dated as of 16 February 2009;
and
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Whereas:
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Company
distributed, as a dividend to Seller, all of its profits, pursuant to the
resolutions of Company’s Board of Directors, dated 30 June 2009, with said
dividend being effective as of 1 January 2009;
and
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Whereas:
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Company
currently has no assets of any kind and no debts and/or liabilities of any
kind; and
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Whereas:
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Seller
wishes to sell and assign the Transaction Shares to Buyer and Buyer wishes
to acquire and take assignment of the Transaction Shares from Seller, all
in accordance with and subject to the terms and conditions set forth
herein;
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Therefore,
the Parties have made condition and agreed as follows:
1.
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Sale and Assignment of
Transaction
Shares
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1.1
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With
retroactive effect as of 1st
January 2009 (the “Effective Date”), Seller
sells and assigns Transaction Shares to Buyer and Buyer acquires and takes
assignment of Transaction Shares from Seller, subject to payment of the
Purchase Price (as defined below).
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1.2
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Seller
represents and warrants that Transaction Shares constitute 100% of the
Company’s issued and outstanding share capital, and are free and clear of
all liens, claims, encumbrances and third party rights of any
kind.
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2.
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Purchase
Price
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In
consideration of the Transaction Shares, Buyer will pay to Seller the sum of
$1.
3.
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Miscellaneous
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No
Amendment to this Agreement, or any part thereof, shall be valid or binding upon
the Parties unless drawn up in writing and signed by both Parties. The Preamble,
and any Appendices, Exhibits or Schedules to this Agreement, constitute an
integral part hereof. The headings used in this Agreement are for convenience of
reference only and will not be used in the construction of this Agreement. Any
use of the word “including” in this Agreement shall be construed as meaning
“including, without limitation”, unless expressly stipulated to the contrary.
All pronouns contained herein, and any variations thereof, shall be deemed
equally to refer to the masculine, feminine or neutral, singular or plural, as
the context may require. No principle of construction against the drafter shall
apply in any way to this Agreement or any of the Exhibits, Appendices and/or
Schedules attached hereto. No failure or delay on the part of any Party in
exercising any right and/or remedy to which it may be entitled hereunder and/or
by law shall operate as a waiver by that Party of any right whatsoever. No
waiver of any right under this Agreement shall be deemed as a waiver of any
further or future right hereunder, whether or not such right is the same kind of
right as was waived in a previous instance. In case any provision of the
Agreement shall be declared invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and shall continue in full force and effect. This
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and replaces any previous agreements between the
Parties, if at all, whether written or verbal, pertaining to any of the
subject-matter hereof. This Agreement shall be deemed to have been made and
concluded in Israel and the construction, validity and performance of this
Agreement shall be governed by the laws of Israel without giving effect to the
conflicts of law principles thereunder. By their execution hereof, the parties
irrevocably agree to submit all disputes arising hereunder to the jurisdiction
of the competent courts of Tel-Aviv, Israel. Notices sent by one Party to the
other under this Agreement will be sent by registered mail to the addresses
specified in the Preamble, delivered by hand, transmitted by fax, or sent by
e-mail or other electronic means of communication and will be deemed to have
reached their destination within 3 days of being deposited with the Post Office
for dispatch as registered mail (7 days in the case of air mail), upon actual
delivery when delivered by hand, and upon receipt of the recipient’s
confirmation of receipt when sent by fax, e-mail or other electronic means of
communication. This Agreement may be executed in any number of counterparts, in
original or by facsimile, and each such counterpart hereof shall be deemed to be
an original instrument, but all such counterparts together shall constitute one
and the same agreement.
In witness whereof the
Parties have executed this
Share Sale Agreement on the
date first above written:
_______________________________
HOMI
Israel Ltd
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________________________________
Hotel
Outsource Management
International,
Inc.
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