EXECUTION COPY
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Dated October 6, 1997
PALL CORPORATION
and
ARGENTAURUM A.G.
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SHARE PURCHASE AGREEMENT
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SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made this 6th day of October, 1997
BETWEEN
(1) PALL CORPORATION, a corporation formed under the laws of the State of New
York ("Pall"); and
(2) ARGENTAURUM A.G., a corporation formed under the laws of Switzerland (the
"Seller").
Pursuant to this Agreement, the Seller (or the appropriate affiliate of the
Seller) will sell and deliver to Pall (or, in Pall's discretion, an affiliate of
Pall), and Pall will purchase from the Seller, or from such appropriate
affiliate of the Seller:
(i) 15,000 shares of common stock of Rochem Separation Systems, Inc., a
Delaware corporation ("RSS"), owned by the Seller and its affiliates,
representing all of the outstanding capital stock of RSS; and
(ii) all of the 8,589,714 shares of common stock of Rochem Environmental
Inc., a Utah corporation ("REI"), owned by the Seller and its affiliates,
representing approximately 45% of the capital stock of REI,
against the Purchase Price (as defined below). RSS and REI are essential parts
of the reverse osmosis environmental filtration business (the "Business")
formerly conducted by certain affiliates of the Seller. The shares of RSS and
REI being purchased under this Agreement are collectively referred to herein as
the "Shares."
1. PURCHASE AND SALE OF THE SHARES
On the Closing Date, as defined in Clause 3.2 of this Agreement, the Seller
shall sell, convey and deliver to Pall, by delivery to a jointly-controlled
safety deposit box at Union Bank of Switzerland in escrow (as defined by and
under the terms of a separate Escrow Agreement (the "Escrow Agreement") between
▇▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ("CL&M"), in the form annexed as
Exhibit A to this Agreement), and Pall shall purchase from the Seller, the
Shares.
2. PURCHASE PRICE
The purchase price for the Shares shall be USD 1,717,942.80 for REI (20
cents per share) and USD 1,500,000 for RSS, totalling USD 3,217,942.80, and
shall be paid to the Seller by Pall into a joint escrow account established by
▇▇. ▇▇▇▇▇▇ and CL&M under the terms of the Escrow Agreement on the Closing Date.
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3. CLOSING
3.1 Closing.
A closing (the "Closing") will be held at Schurmann, ▇▇▇▇▇▇ und ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, at which Closing all documents and
instruments required to be delivered hereunder by the respective parties will be
exchanged by the parties.
3.2 Closing Date.
The date of the Closing shall be 15th of January 1998, to be effective as
of 1st January 1998 (the "Closing Date").
4. DOCUMENTS DELIVERED
4.1 By the Seller.
At the Closing the Seller shall deliver to Union Bank of Switzerland under
the terms of the Escrow Agreement the share certificates representing the Shares
duly endorsed for transfer to Pall.
The Seller shall also deliver all other documents, agreements and papers
customarily delivered to the purchaser of a company at the closing of the sale
and purchase of such shares.
4.2. By Pall.
At the Closing, Pall shall deliver such documents and papers customarily
delivered to the sellers of a company at the closing of the sale and purchase of
such company.
5. GOVERNING LAW AND PLACE OF JURISDICTION
This Agreement shall be construed in accordance with Swiss law. Any
controversy or claim arising out of or relating to this Agreement shall be
submitted to the ordinary courts in Zurich.
6. EXPENSES
Except as otherwise provided herein, Pall shall bear it own costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby, including fees, commissions, expenses and reimbursements
incurred by or required to be paid to his or its professional advisors, and
brokerage fees, commissions or finder's fees required to be paid to any broker,
finder, financial adviser or other person, and the Seller shall bear its own
costs and expenses.
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7. NOTICES
All notices required to be given under the terms of this Agreement or which
any of the parties desires to give hereunder shall be in writing and personally
delivered or sent by registered or certified mail, return receipt requested, or
sent by telecopier, addressed as follows:
(a) To Pall. If to Pall addressed to:
Pall Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-Surry
Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to Pall's General Counsel.
(b) To the Seller. If to the Seller addressed to:
Dr. iur. ▇▇▇▇ ▇. ▇▇▇▇▇▇
Schurmann, ▇▇▇▇▇▇ und ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
Telecopier No.: 011-41-1-262-5005
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
PALL CORPORATION
By /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
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ARGENTAURUM A.G.
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇▇
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