SHARE PURCHASE AGREEMENT
------------------------
Made and entered into this 29th day of June, 2000
BETWEEN
TECHNION ENTREPRENEURIAL INCUBATOR CO. LTD.
Address: Science Park Technion-Nesher, P.O. Box 212, Nesher 36601, Israel
(The "SELLER")
AND
EUROTECH LTD.
Address: 1216 16th St., N.W., Washington D.C. 20036, USA
(The "BUYER")
WHEREAS the Seller is a shareholder and owner of 55 ordinary shares in Rademate
Ltd., a company which was duly registered under the laws of the State
of Israel (the "COMPANY") and 25 ordinary B 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 the 55 ordinary shares and the 25 ordinary
B shares (hereinafter the "80 SHARES") of the Company from Seller for
the sum of US$120,000; and
WHEREAS the Seller wishes to sell the 80 Shares of the Company to Buyer for the
sum of US$120,000; and
WHEREAS the Buyer wishes to give the Seller the benefit of the appreciation of
the 25 ordinary B shares of the Company (hereinafter the "APPRECIATION
SHARES") defined as being the amount above the selling price of
US$6,000 per share or above the aggregate of US$150,000 for all
Appreciation Shares as described in Section 3 (hereinafter the
"APPRECIATION"); 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
--------------------
2.1 TRANSFER OF SHARES. Subject to and upon the terms and conditions of
this Agreement, Seller shall sell, transfer and assign to Buyer the 80
Shares of the Company and Buyer shall acquire all rights, title and
interest of the Sellers in said 80 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 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 80 Shares of the Company, the
Buyer shall pay to Seller a total amount of US$120,000 (one hundred
<PAGE>
twenty thousand US dollars), in accordance with the following schedule:
a) US$ 60,000 shall be paid by the Buyer no later than July
14, 2000.
b) US$ 60,000 shall be paid by the Buyer no later than August
14, 2000.
The said amounts will be transferred by the Buyer to the Israeli bank
account of the Seller in United States Dollars.
3. THE APPRECIATION
----------------
3.1 If, at any time within five years from the date of this transaction,
the Company, with the consent of the holders (each a "B Holder") of a
majority of Ordinary B Shares, engages in, and receives the proceeds
of, an Exit Transaction, then each B Holder shall be obligated to pay
to TEIC an amount equal to the value of the Ordinary B Shares held by
such B Holder as of the date of closing of the Exit Transaction, minus
US$6,000 divided by the number of Ordinary B Shares then outstanding
times the number of Ordinary B Shares held by such B Holder. For the
purpose of Ordinary B Shares:
(a) an Exit Transaction shall mean an initial public offering (IPO) by
the Company of its Ordinary Shares, or a merger or consolidation
of the Company with or into another entity, or a sale by the
Company of all or substantially all of its assets, or the
Company's liquidation; and
(b) the value of each Ordinary B Share shall mean (i) in the case of
such IPO, the net proceeds per Ordinary Share received by the
Company; (ii) in the case of a merger or consolidation, the value
attributed to the Ordinary Shares in such transaction, divided by
the number of Ordinary Shares then outstanding; (iii) in the case
of a sale of assets, the net equity per share of the Ordinary
Shares after giving effect to such transaction; and (iv), in the
case of a liquidation, the total per Ordinary Share of all
liquidating distributions.
3.2 Buyer shall notify Seller of any Exit event no later than thirty (30)
days prior to said Exit event.
3.3 Buyer irrevocably agrees to instruct its CPA to inform Seller of any
sale of the Appreciation Shares thirty (30) days prior to said sale.
4. ANNUAL REPORT OF COMPANY.
-------------------------
Buyer undertakes to submit to Seller a copy of the annual report of the
Company (hereinafter the "ANNUAL REPORT") so long as the Company is
obligated to pay royalties to the Office of the Chief Scientist,
Ministry of Industry & Trade.
5. GOVERNING LAW & JURISDICTION
----------------------------
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.
6. GENERAL
-------
6.1 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
<PAGE>
remove any doubt, facsimile signature shall be deemed as an original
for all purposes.
6.2 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
6.3 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/ Don V. Hahnfeldt
------------------------- -------------------------
SELLER BUYER
<PAGE>
EXHIBIT A
---------
SHARE TRANSFER DEED
-------------------
We, Technion Entrepreneurial Incubator Co., Company Registration Number
51-156992-3, of Science Park Technion-Nesher, P.O. Box 212, Nesher 36601, Israel
in consideration of the sum of US$120,000 (One hundred twenty thousand United
States Dollars) paid to us by EUROTECH LTD (hereinafter the "BUYER"), hereby
transfer, assign and sell to the Buyer, 55 ordinary shares and 25 ordinary B
shares of par value 1.00 NIS each, of the company RADEMATE LTD., company
registration number 51-260511-4, 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 we held the shares at the time we 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 _____________,
/s/ Don V. Hahnfeldt
------------------------- -------------------------
Seller's signature Buyer's signature
------------------------- -------------------------
Witnessed by Witnessed by
