December 11, 2000
Stock Purchase Agreement
This Stock purchase agreement (agreement) is being signed on 19th June 2000,
between Swiftnet Ltd. (Swiftnet) and Mr. Abraham Keinan (Keinan) and Campbeltown
Business Ltd (Campbeltown).
1) Swiftnet and Keinan confirm that Keinan owns directly and through companies
under his control 77.5% of all issued "B" class voting shares of Swiftnet
and 65% of all issued "A" class equity shares of Swiftnet.
2) Swiftnet and Keinan confirm that Swiftnet is a British corporation and has
authorized capital comprised only of 200,000 shares of 1 Pounds (UK) par
value, of which 22,000 are issued and outstanding as of the date of this
agreement.
3) Swiftnet and Keinan declare that the following table presents the
information covering the beneficial ownership of Swiftnet's shares as of
the date of this agreement:
A EQUITY OF(pound)1 EACH
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A Keinan 1690
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M Cohen* 3810*
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Vision Consultants Ltd 5500
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Total 11000
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B VOTING OF(pound)1 EACH
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A Keinan 3034
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M Cohen* 2465*
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Vision Consultants Ltd 5500
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Total 11000
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* Mr. Cohen's shares are currently in the process of forfeiture. Any decision
concerning the future of his shares will be made by the Board of Directors and
with the agreement of Campbeltown.
4) Swiftnet and Keinan confirm that no entity has any right for ownership or
potential ownership of any kind in Swiftnet besides the following:
1. The rights that are assigned and derive from this agreement.
2. Rights for options for Mr. Keinan - to be agreed
3. Rights for options for Mr. Nissenson - to be agreed
4. Rights of Dr. Nissim Levi derived from attached agreement. (Attachment A).
5) Swiftnet, Keinan and Campbeltown confirm their commitment to conclude as
soon as practically possible, the listing of a US company (the USC) in the
OTC stock market in the US, to file the necessary documents with the SEC
and other authorities, so that the USC shares will be publicly traded and
agree to merge into or to be acquired for stock by the USC, according to
the process initiated with the Adar group.
(The Adar group transaction) (Attachment B)
6) Keinan confirms that all his businesses activities and initiatives in the
field of telecommunication are conducted through Swiftnet, and will
continue to do so at least 18 months after the conclusion of the Adar group
transaction.
7) Campbeltown declares that it is not involved in any business that competes
with Swiftnet and will not be involved in such business at least for 18
months after the Adar Group transaction is concluded.
8) Campbeltown will invest in Swiftnet the amount of 100,000 USD. In exchange
for its investment Swiftnet will issue new shares that will represent 20%
of the total issued shares of Swiftnet and will have equal rights as the
rest of the shares and ownership (voting and equity). Campbeltown will also
receive 5% of the USC shares after all initial dilutions.
9) Swiftnet and Keinan will make sure and guarantee that the shares owned by
Campbeltown in Swiftnet, as a result of paragraph 8, will be exchanged by
at least 10% of the total issued and outstanding shares of the USC and that
Campbeltown will have in total at least 15% of the USC once the Adar group
transaction is concluded.
10) Campbeltown will have the right to nominate 33% of the members of the board
of directors of Swiftnet and the USC. If and when Campbeltown ownership in
the USC will be less than 7%, Campbeltown will have the right to nominate
only 20% of the USC board members (at least one member). In the case that
Campbeltown ownership in the USC will be less than 2% this right will
expire. In the case that the Adar group transaction is not concluded and
Campbeltown sells all of its shares in Swiftnet, the right for 33% board
members in Swiftnet will expire.
11) Campbeltown will have the right to nominate a vice president in Swiftnet
and/or the USC. It is agreed that Mr. Guy Nissenson is nominated now. If
for any reason Guy Nissenson will leave his position, Campbeltown and Mr.
Keinan will agree on another nominee. The VP will be employed with suitable
conditions. This right will expire when both conditions happen: Campbeltown
is no longer a shareholder in Swiftnet and it owns less than 2% of the USC.
12) Campbeltown has the option to purchase additional shares of Swiftnet that
will represent 10% of all issued shares after the transaction for the
amount of 200,000 USD. This transaction can be executed either by Swiftnet
issuing new shares, or by Mr. Keinan selling his private shares (as long as
he has an adequate amount of shares), as Mr. Keinan will decide. This
option will expire on Dec 31, 2005. Campbeltown can exercise this option in
parts. If this option is exercised before the conclusion of the Adar Group
transaction Keinan and Swiftnet will make sure and guarantee that the
shares owned by Campbeltown as a result of exercising this option will be
exchanged by the same percentage of ownership in the USC. It is agreed that
if Campbeltown exercised only part of the option buying Swiftnet shares it
will have the right to exercise the reminder of the option for the USC
shares at the same terms. As long as Swiftnet is not a public company or is
merged / bought / taken over by a third party only half of the option above
could be taken.
13) Alternatively to the right described in paragraph "12" after the conclusion
of the Adar group transaction Campbeltown will have the option to purchase
shares of the USC that will represent 10% of all issued and outstanding
shares at the first day of flotation (after the transaction) for the amount
of 200,000 USD. It is Campbeltown decision what alternative to choose. This
transaction can be executed either by the USC issuing new shares, or by Mr.
Keinan selling his private shares in the USC (as long as he has an adequate
amount of shares), as Mr. Keinan will decide. The option can be executed in
parts and will expire on Dec 31,2005. Keinan and Swiftnet will make sure
and guarantee that the option is granted when the Adar group transaction is
concluded.
14) Campbeltown will have the right to participate under the same terms and
conditions in any investment or transaction that involve equity rights in
Swiftnet or the USC conducted by Mr. Keinan at the relative ownership
portion.
15) In the event that Swiftnet or the USC will seek for money in a private
placement for equity or any other rights, Campbeltown will have the right
of first refusal on any transaction or part of it until Dec 31, 2005 or as
long as it owns over 7% of Swiftnet equity or 4% of the USC.
16) Keinan and Campbeltown will sign a right of first refusal agreement for the
sell of their shares.
17) Until Swiftnet or the USC conducts a public offering and is traded on a
stock market, the USC and Swiftnet will not issue any additional shares or
equity rights without a written agreement from Campbeltown. This right will
expire when Campbeltown will have no interest or shares in Swiftnet and the
USC.
18) This agreement shall be construed and governed in accordance with the laws
of the UK.
19) This agreement can be assigned by Campbeltown to any entity.
Signature:
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Swiftnet Ltd. Campbeltown Business Ltd.
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Abraham Keinan
