SHARE PURCHASE AGREEMENT
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Made and entered into this 29th day of June, 2000
BETWEEN
XX. XXXXX XXXXXXX
Address: 00 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxx 00000, Xxxxxx
(The "SELLER")
AND
EUROTECH LTD.
Address: 0000 00xx Xx., X.X., Xxxxxxxxxx X.X. 00000, XXX
(The "BUYER")
WHEREAS the Seller has an option to purchase twenty (20) ordinary shares in
Rademate Ltd., a company which was duly registered under the laws of
the State of Israel (the "COMPANY") from Technion Entrepreneurial
Incubator Co. Ltd. ("TEIC"); and
WHEREAS TEIC is a shareholder and owner of one hundred (100) ordinary shares in
the Company; and
WHEREAS the Buyer is a shareholder and owner of ordinary shares in the Company;
and
WHEREAS the Buyer wishes to purchase 20 ordinary shares (hereinafter the "20
Shares") of the Company from Seller for the sum of US$30,000; and
WHEREAS the Seller wishes to sell the 20 Shares of the Company to Buyer for the
sum of US$30,000; and
WHEREAS the Buyer is a major shareholder of the Company and therefore does not
need or require any representations, warranties or additional
information from the Seller regarding the Company; and
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1. The preamble and exhibits to this Agreement form an integral part
hereof.
2. TRANSFER AND PAYMENT
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2.1 TRANSFER OF SHARES. Subject to and upon the terms and conditions
of this Agreement, Seller shall exercise his option to purchase
twenty (20) ordinary shares of the Company from TEIC and
thereafter sell, transfer and assign to Buyer the 20 Shares of the
Company and Buyer shall acquire all rights, title and interest of
the Sellers in said 20 Shares. Both parties will sign a Deed of
Transfer in a form identical to Exhibit A attached hereto and
Seller will cause the registration of the transfer of the 20
Shares with the Registrar of Companies and the issuance of the
share certificates to Buyer.
2.2 In exchange for the sale to Buyer of the 20 Shares of the Company,
the Buyer shall pay to Seller a total amount of US$30,000 (thirty
thousand US dollars), no later than July 14, 2000. The said
amounts will be transferred by the Buyer to the Israeli bank
account of the Seller in United States Dollars.
3. GOVERNING LAW & JURISDICTION
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This Agreement shall be interpreted in accordance with, and governed
in all aspects by the laws of the state of Israel and the competent
courts in Haifa, shall have the exclusive jurisdiction over all
disputes arising between the parties with respect to this Agreement,
its implementation or interpretation.
4. GENERAL
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4.1 Both parties agree that this Agreement may be executed in several
counterparts and all such counterparts together shall be deemed to
be the original and will constitute but one and the same
instrument. To remove any doubt, facsimile signature shall be
deemed as an original for all purposes.
4.2 The failure or delay of either party to require the performance of
any term under this Agreement, or the waiver by either party of
any breach under this Agreement, shall not prevent subsequent
enforcement of such terms, nor be deemed a waiver of any
subsequent or prolonged breach.
4.3 Any notice sent by one party to the other by registered mail to
the addresses heading the Agreement, or to addresses provided by
one party to the other from time to time - will be deemed to have
been delivered on the 7th business day after the day of mailing.
Fax messages will be deemed to have been delivered one business
day after transmission.
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED
/s/ Xxx X. Xxxxxxxxx
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SELLER BUYER
EXHIBIT A
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SHARE TRANSFER DEED
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I, XX. XXXXX XXXXXXX., Identification Number 057671885 of 00 Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxx 00000 Xxxxxx, in consideration of the sum of US$30,000 (Thirty
Thousand United States Dollars) paid to me by EUROTECH LTD. (hereinafter the
"Buyer"), hereby transfer, assign and sell to the Buyer, 20 SHARES of par value
1.00 NIS each, of the company RADEMATE LTD., company registration number
00-000000-0, a company which was duly registered under the laws of the State of
Israel, to be held by the Buyer, the Executors of his will, his estate managers,
his representatives and assigns, in accordance with all the terms and conditions
under which I held the shares at the time I signed this document.
And I, the Buyer, hereby agree to receive the aforementioned shares in
accordance with the above mentioned terms and conditions.
IN WITNESS WHEREOF, WE HAVE SET OUR HANDS THIS June 29th, 2000 IN HAIFA,
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/s/ Xxx X. Xxxxxxxxx
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Seller's signature Buyer's signature
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Witnessed by Witnessed by
