SHARE PURCHASE AGREEMENT
This Share Purchase Agreement is made and entered into effective as of
March 5, 2006 by and among BVR SYSTEMS (1998) LTD. ("BVR"), a company organized
under the laws of the State of Israel, with offices at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇'▇▇▇▇, ▇▇▇▇▇▇, and Nir Dor acting on behalf of ____________a limited
partnership (in formation) (the "Purchaser").
WHEREAS The Purchaser desires to acquire shares in BVR, and BVR wishes to
issue and sell to the Purchaser shares in BVR on the terms as set
forth herein.
Accordingly, in consideration of the covenants and conditions hereinafter set
forth, the parties hereto agree as follows:
1. AGREEMENT TO PURCHASE AND SELL
1.1 SHARES. Subject to and in accordance with the terms and conditions of this
Agreement, BVR shall issue, and the Purchaser shall purchase 20,000,000
Ordinary Shares of BVR (the "Shares"), nominal value NIS 1.00 each, at a
price per share of $0.18 (eighteen cents) at an aggregate consideration of
$3,600,000 (three million six hundred thousand dollars) (the "Purchase
Price").
1.2 WARRANT. Subject to and in accordance with the terms and conditions of this
Agreement, at the Closing BVR shall issue to the Purchaser three warrants
(the "Warrants") to purchase, in the aggregate, 18,000,000 Ordinary Shares
(the "Warrant Shares"). Forms of the Warrants are attached hereto as
EXHIBIT 1.2.
2. CLOSING
2.1 CLOSING DATE. The Closing of the transaction contemplated hereby (the
"Closing") shall take place on March 21, 2006 at 14:00 o'clock, at the
offices of ▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇.
2.2 TRANSFER OF FUNDS AND ISSUANCE OF CERTIFICATE. At the Closing, the
Purchaser shall transfer to BVR the Purchase Price, by wire transfer into
the account of BVR, Bank Hapoalim, Branch 615, Account #330330.
2.3 At the Closing BVR shall deliver to the Purchaser the following documents:
(i) Resolutions of BVR's Board of Directors approving the execution and
performance of this Agreement including the issuance of the Shares and
the Warrants and the appointment of Mr. Nir Dor as a director of BVR
until the next annual shareholders meeting of BVR;
(ii) The Warrants dully executed;
(iii) Approval of the Investment Center, if required.
2.4 BVR hereby agrees, undertakes and covenants that it shall promptly after
the Closing, but in no event later than within 2 days thereafter record
such issuance of the Shares and Warrant in the name of the Purchaser on the
records of BVR and in the Companies Registrar and no later than 15 days
thereafter provide the Purchaser with the share certificate representing
the Shares.
3. REPRESENTATIONS AND WARRANTIES OF BVR.
BVR hereby represents and warrants to the Purchaser as follows:
3.1 ORGANIZATION; POWER; ETC.
(a) BVR is a company duly organized and validly existing under the laws of the
State of Israel.
(b) BVR has the requisite power and authority to execute, deliver and perform
this Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance by BVR of this Agreement and
consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate actions of BVR. Following the
execution of this Agreement, this Agreement will constitute a valid and
binding obligation of BVR, enforceable in accordance with its terms. Except
for the approvals of the Office of the Chief Scientist and the Investment
Center no consent or other approval is necessary for the consummation of
the transactions contemplated hereby or the implementation thereof.
3.2 CAPITALIZATION. The authorized capitalization of BVR on the date of the
Closing shall be 200,000,000 New Israeli Shekel divided to 200,000,000
Ordinary Shares, par value NIS 1.00 each. Enclosed as EXHIBIT 3.2 hereto is
a capitalization table of the Company showing all of the outstanding shares
of the Company and all outstanding or enforceable subscriptions, calls or
convertible securities on the date hereof; notwithstanding the above the
capitalization table does not include the issuance of 11,111,111 Ordinary
Shares of BVR, par value NIS 1.00 each, to the shareholder of Blueridge
Simulation Inc., which is currently under negotiations. All of the
outstanding Ordinary Shares have been validly issued and are fully paid and
non-assessable with no personal liability attaching to the ownership
thereof.
3.3 TITLE OF SHARES. The Shares of BVR which will be issued to the Purchaser
according to this Agreement, will be duly authorized, validly issued, fully
paid, and non assessable, and free and clear of liens, security interests,
pledges, charges, claims, encumbrances, pre-emptive rights or any other
third party rights.
3.4 SECURITIES EXCHANGE COMMISSION. All reports and statements required to be
filed by BVR, with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), have been
filed and all such reports and statements conformed in all material
respects with the applicable requirements of the Exchange Act and any
pertinent rules and regulations thereunder, and did not, as of the
respective dates thereof, contain any untrue statement of any material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not materially misleading.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
The Purchaser hereby represents and warrants to BVR as follows:
4.1 ORGANIZATIONS; POWER.
(a) The Purchaser is a duly organized, validly existing and in good
standing under the laws of its state of incorporation.
(b) The Purchaser has the requisite power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby. Following the execution of this Agreement, this
Agreement will constitute a valid and binding obligation of the
Purchaser, enforceable in accordance with its terms. No consent or
other approval is necessary for the consummation of the transaction
contemplated hereby or the implementation thereof. The performance by
the Purchaser of its obligations under this Agreement will not
constitute, or result in, a breach of any undertaking of the
Purchaser.
4.2 PURCHASE FOR INVESTMENT. The Purchaser is acquiring the Shares for its own
account for investment and without a view to the distribution or resale of
such Shares, it being understood that this Section 4.2 shall not prevent
the Purchaser from selling or otherwise disposing of any of the Shares in
any transaction which does not violate the Securities Act of 1933, as
amended (the "1933 Act").
4.3 U.S. FEDERAL SECURITIES LAWS. None of the Shares acquired hereunder may be
sold, transferred or otherwise disposed of (any such sale, transfer or
other disposition, a "sale"), except in compliance with (i) United States
Federal Securities laws (which generally provide for a 12 month waiting
period before resale of restricted securities), (ii) state blue sky laws.
4.4 LEGEND ON SHARES. The certificate representing the Shares shall be stamped
or otherwise imprinted on its face with a legend in the following form:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933 (the "Securities Act") and may not be sold,
transferred, pledged, hypothecated or otherwise disposed of in the absence
of (1) an effective Registration Statement under the securities act, (2) to
the extent applicable, an exemption pursuant to Rule 144 under Securities
Act (or similar rule under the Securities Act relating to the disposition
of securities) or (3) an opinion of counsel, if such opinion shall be
reasonably satisfactory to counsel for issuer, that an exemption from
registration under the Securities Act is available. The Shares have been
acquired for investment and may not be sold, transferred or otherwise
disposed of except in compliance with the Securities Act."
5. CERTAIN COVENANTS OF THE PARTIES.
5.1 BOARD OF DIRECTORS.
(a) BVR undertakes that, as long as the Purchaser holds at least nine
percent (9%) of the outstanding share capital of BVR, a nominee
designated in writing by the Purchaser (the "Purchaser's Nominee")
shall be appointed as a member of the Board of Directors of BVR.
(b) The Board of Directors of BVR shall appoint Nir Dor as a member of the
Board of Directors of BVR for the period commencing on the Closing and
expiring on the next annual shareholders meeting of BVR.
(c) For as long as the Purchaser holds at least nine percent (9%) of the
outstanding share capital of BVR, the Board of Directors of BVR will
recommend to the shareholders of BVR in the proxy materials prepared
for the annual shareholders meeting of BVR, to appoint the Purchaser's
Nominee as a member of the Board of Directors of BVR.
5.2 The Parties shall use their best efforts, and will cooperate with one
another, to secure all necessary consents, approvals, authorizations and
exemptions from governmental agencies as shall be required in order to
consummate the transactions contemplated hereby in accordance with the
terms and conditions hereof.
5.3 From the date of this Agreement to the Closing, BVR shall (i) provide
Purchaser with such information as Purchaser may from time to time
reasonably request with respect to BVR and the transactions contemplated by
this Agreement, (ii) provide Purchaser and its officers, counsel and other
authorized representatives reasonable access during regular business hours
and upon reasonable notice to the properties, books, and records of BVR, or
as may otherwise from time to time reasonably request, and (iii) permit
Purchaser to make such inspections thereof as Purchaser may reasonably
request. Notwithstanding the above BVR shall only be required to provide
the above information subject to the Purchaser signing a non disclosure
agreement which is reasonable in the circumstances.
6. MISCELLANEOUS.
6.1 SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors of
the parties hereto; provided, however, that this Agreement may not be
assigned by any party without the prior written consent of the other party
hereto.
6.2 COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall constitute the same instrument.
6.3 HEADINGS. The headings of the Sections and paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.
6.4 NO WAIVER. No action taken pursuant to this Agreement, including any
investigation by or on behalf of any party hereto, will be deemed to
constitute a waiver by the party taking any action of compliance with any
representation, warranty or agreement contained herein. The waiver by any
party hereto of any condition or of a breach of any other provision of this
Agreement will not operate or be construed as a waiver of any other
condition or subsequent breach. The waiver by any party of any of the
conditions precedent to its obligations under the Agreement will not
preclude it from seeking redress for breach of this Agreement other than
with respect to the condition so waived.
6.5 NO BROKER. Each of the Parties represents, as to itself, its subsidiaries
and its affiliates, that no agent, broker, investment banker or other firm
or person, is or shall be entitled to any broker's or finder's fee or any
other commission or similar fee in connection with this Agreement.
6.6 NOTICES. Any notice, request, instruction or other document (each, a
"notice") to be given hereunder by any party hereto to any other party
hereto shall be in writing and delivered personally, faxed or sent by
registered or certified mail, postage prepaid,
If to BVR to:
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇'▇▇▇▇▇, ▇▇▇▇▇▇
Fax number: ▇▇▇-▇-▇▇▇▇▇▇▇
With a copy to:
▇▇▇▇▇ ▇▇▇▇▇ & ▇▇.,
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
Fax number: ▇▇▇-▇-▇▇▇▇▇▇▇
Attention - Orly Tsioni, Adv.
If to the Purchaser to:
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With a copy to:
Erdinast, ▇▇▇ ▇▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
Fax number: ▇▇▇-▇-▇▇▇▇▇▇▇
Attention: Giora Erdinast, Adv.
6.7 GOVERNING LAW.
The Laws of the State of Israel shall govern the validity, performance and
enforcement of this Agreement. The parties hereto irrevocably submit to the
exclusive jurisdiction of the Courts of Tel-Aviv in respect of any dispute
or matter arising out of or connected with this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on its behalf as of the date first above written.
/s/ Aviv Tzidon /s/ Nir Dor
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BVR Systems (1998) Ltd. Nir Dor
EXHIBIT 3.2
Shareholders Total Total % Options fully diluted fully diluted %
---------- ------ ---------- ----------- ------
Chun 58,142,608 60.03% 10,864,444 69,007,052 51.54%
YaronS 456,328 0.47% 72,000 528,328 0.39%
Polar 3,070,400 3.17% 1,247,282 4,317,682 3.22%
Koonras 3,181,807 3.28% 911,678 4,093,485 3.06%
Public 2,084,287 2.15% 2,084,287 1.56%
New Investors 17,150,447 17.71% 7,769,040 24,919,487 18.61%
Bank Leumi 6,111,111 6.31% - 6,111,111 4.56%
Bank Hapoalim 3,888,889 4.01% 1,388,889 5,277,778 3.94%
Industrial Bank 1,111,111 1.15% 80,000 1,191,111 0.89%
Aviv Tzidon - 0.00% 9,000,000 9,000,000 6.72%
Gillies - 0.00% 1,000,000 1,000,000 0.75%
ESOP - 0.00% 398,300 398,300 0.30%
new ESOP - 0.00% 3,721,000 3,721,000 2.78%
Directors - 0.00% 576,000 576,000 0.43%
Wise Pte 600,000 0.62% 600,000 0.45%
Tact 63,547 0.07% 63,547 0.05%
Electra 1,000,000 1.03% 1,000,000 0.75%
96,860,535 100.00% 37,028,633 133,889,168 100.00%
