SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT This Share by vsx16703

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									                             SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the "Agreement") is entered into as of ________________, by
and among ______________________, a company organized under the laws of
_________________, (the "Company") and each of the investors listed in Attachment "A"
(each an “Investor” and collectively the "Investors").

WHEREAS, the             Company         is      engaged        in       the      business    of
               ____________________________________ and may engage in any other
               activities in any other fields, as the Board of the Directors of the Company (the
               "Board") may decide; and,

WHEREAS, each of the Investors desires to invest in the Company by way of purchasing
               ordinary shares of the Company par value $1 each ("Ordinary Shares"),
               pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions,
representations and warranties, set forth herein, the parties agree as follows:

1.    ISSUE AND PURCHASE OF SHARES

      1.1   At the Closing, and in reliance upon the representations, warranties and agreements
            contained herein, the Company shall issue and allot to each of the Investors
            Ordinary Shares that immediately following the Closing, shall constitute, on a fully
            diluted basis, such percentage of the Company's issued share capital, at a post-
            money valuation of US$ ______________ as detailed respectively in Attachment
            "A" (the "Issued Shares").

      1.2   In consideration of the Issued Shares each of the Investors shall pay to the Company
            an aggregate payment as detailed respectively in Attachment "A" (the "Purchase
            Price").

2.    THE ORDINARY SHARES.

      2.1   The Company covenants that Ordinary Shares shall have the rights, as fully set in
            the Articles of Association and the Bylaws of the Company, as may amended,
            which attached hereto as Attachment "B" (the “Corporate Documents”).
     2.2   The Issued Shares shall be duly authorized, validly issued, fully paid, non-
           assessable and free of preemptive or similar rights, free and clear of any liens and
           duly registered in the name of each of the Investors in the Company's shareholder
           register and Antigua’s Registrar of Companies.

3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to each of the Investors that the following
     representations and warranties are true, as of the signing date of the Agreement and the
     Closing date, and acknowledges that each of the Investors is entering into this Agreement
     in reliance thereon:

     3.1   The Company has the full power and authority to execute and deliver this
           Agreement and to consummate the transactions contemplated hereby. All corporate
           actions on the part of the Company necessary for the authorization, execution,
           delivery and performance of all of the Company’s obligations under this Agreement
           and the agreements contemplated hereby and for the authorization, issuance and
           allotment of the Issued Shares have been, or will be, taken prior to the Closing.

     3.2   No consents, approvals, authorizations, permits, declarations or other filings with
           any governmental authority are required in connection with the consummation by
           the Company of the transactions contemplated by this Agreement or the issuance of
           the Shares to each of the Investors.

     3.3   Neither the execution and delivery of this Agreement and the agreements
           contemplated hereby and the performance of the terms hereof and thereof nor the
           consummation of the transactions contemplated hereby or thereby will conflict
           with, or result in a violation of, or constitute a default under the Corporate
           Documents of the Company, or any agreement or other instrument to which the
           Company is a party or by which it is bound, or to which any of its properties is
           subject, nor will the performance by the Company of its obligations hereunder
           violate any law, permit, rule, order, injunction, decree or judgment of any court, or
           any governmental agency or body having jurisdiction over the Company or any of
           its respective properties. Such execution, delivery and compliance will not give to
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      others any rights, including rights of termination, cancellation or acceleration, in or
      with respect to any agreement or commitment referred to in this section, or with
      respect to the properties of the Company, or otherwise require the consent or
      approval of any person, which consent or approval has not already been obtained.

3.4   This Agreement has been duly and validly authorized, executed and delivered by
      the Company and constitutes the valid and binding obligations of the Company,
      legally enforceable against the Company in accordance with its terms. The
      agreements contemplated hereby, when executed and delivered by or on behalf of
      the Company, shall constitute the valid and binding obligations of the Company,
      legally enforceable against the Company in accordance with their respective terms.

3.5   The Company is a company duly organized and validly existing under the laws of
      the State of __________________, and has the power and authority to own, lease
      and operate its properties and assets and to carry on its business as now being
      conducted.

3.6   The Company’s authorized share capital will, prior to the Closing, consist of USD$
      ______________, of which ________ Ordinary Shares are issued and outstanding.

3.7   The holdings of the Company’s authorized and issued share capital, on a fully-
      diluted basis, prior to the Closing is and shall be as set forth in Attachment "C"
      attached hereto.

3.8   All issued and outstanding share capital of the Company has been duly authorized,
      and is validly issued and non-assessable. All offers, made by the Company or any
      other person acting on its behalf, of securities of the Company for issuance or sale
      to, or solicitations of any offer to acquire any of the same from, anyone have been
      made in accordance with all requirements under all applicable securities laws.

3.9   There are no rights or agreements to subscribe for, or to purchase, any shares or
      other securities of the Company, nor are there outstanding any warrants, options,
      convertible instruments, convertible securities, or any other rights, agreements,
      undertakings, or promises or commitments, written or oral, to sell or acquire shares

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           from the Company or under which the Company may become obligated, to issue or
           sell any of its shares or other securities of the Company.

     3.10 No agent or broker or any person or entity acting in a similar capacity on behalf of
           or under the authority of the Company is, or will be, entitled to any broker's or
           finder's fee or any other similar commission or fee in connection with the
           transactions contemplated hereby.

     3.11 The proceeds of the investment by the Investor shall be used by the Company for
           the purposes of development of the Company’s technology, sales and marketing
           programs, providing general working capital and for any other purpose as the Board
           may decide.

     3.12 The Company will keep true records and books of account in which full, true and
           correct entries will be made of all dealings or transactions in relation to its business
           and affairs in accordance with generally accepted accounting principles.

     3.13 Prior to the consummation of an IPO, each of the Investors shall be entitled to
           receive from the Company: (i) annual un-audited and un-reviewed USD
           denominated management reports (including a balance sheet, statement of income
           and statement of cash flow) within sixty (60) days after the end of each fiscal year;
           and (ii) un-audited and un-reviewed, quarterly USD denominated management
           reports (including a balance sheet, statement of income and statement of cash flow
           within thirty (30) days from the end of each quarter.

4.   REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.

     Without derogating from any of the Company’s representations and warranties herein,
     each of the Investors hereby represents and warrants to the Company as follows:

     4.1   Neither the execution and delivery of this Agreement and the agreements
           contemplated hereby and the performance of the terms hereof and thereof nor the
           consummation of the transactions contemplated hereby or thereby will conflict
           with, or result in a violation of, or constitute a default under any agreement or other


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      instrument to which the Investor is a party or by which it is bound, nor will the
      performance by the Investor of its obligations hereunder violate any law, permit,
      rule, order, injunction, decree or judgment of any court, or any governmental
      agency or body having jurisdiction over the Investor.

4.2   This Agreement is legally enforceable against the Investor in accordance with its
      terms. The agreements contemplated hereby, when executed and delivered by or on
      behalf of the Investor, shall constitute the valid and binding obligations of the
      Investor, legally enforceable against the Investor in accordance with their respective
      terms.

4.3   No agent or broker or any person or entity acting in a similar capacity on behalf of
      or under the authority of the Investor is, or will be, entitled to any broker's or
      finder's fee or any other similar commission or fee in connection with the
      transactions contemplated hereby.

4.4   The Investor acknowledges and agrees that the rights, terms and conditions set forth
      in the Corporate Documents, may be subject to any law applicable amended from
      time to time by the General Meeting of the Shareholders of the Company.

4.5   The Investor has such knowledge and experience in financial and business matters
      that an investment in the Company requires, it is capable of evaluation the merits
      and the risks involved in such investment and it is able to bear the high risk
      involved in such investment.

4.6   Subject to Section 3, the Investor purchases the Issued Shares on an As-Is basis,
      without any representation by the Company, including with no limiting, with
      respect to the Company, its business, its assets, its debts, its prospects, the value of
      the Company and/or value of the Issued Shares.

5.    THE CLOSING

5.1   The transactions contemplated hereby shall take place at a closing (the "Closing")
      to be held at such time and place as the Company and the Investors shall mutually


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           agree.

     5.2   At the Closing, the following transactions shall occur simultaneously (no
           transaction shall be deemed to have been completed or any document delivered
           until all such transactions have been completed and all required documents
           delivered):

           5.2.1 The Company shall deliver to each of the Investors validly executed share
                 certificate reflecting the Issued Shares to such Investor, issued in the name of
                 the Investor and delivered to the Investor against payment of the Purchase
                 Price;

           5.2.2 The Company shall register the issuance of the Issued Shares to the Investors
                 in its shareholders' register and report such issuance to the Antigua and
                 Barbuda Registrar of Companies.

           5.2.3 Each of the Investors shall pay the Purchase Price, in U.S dollars or in NIS at
                 the representative rate of exchange of the U.S dollar last announced by the
                 Bank of Israel prior to the time of payment, by way of a bank transfer to the
                 Company's account, pursuant to wiring instructions given in writing by the
                 Company prior to the Closing date, or by a certified check, or by such other
                 form of payment as is mutually agreed by the Company and the Investor.

6.   CONFIDENTIALITY; NON-COMPETE

     6.1   Each of the Investor undertakes to keep in strict confidence, and not to use for any
           purpose whatsoever except for internal purposes, any and all information relating, in
           any way, to the Company which had been provided to the Investor by the Company
           or was otherwise obtained by the Investor, except for information which is or shall
           be in the public domain not due to any act of the Investor in breach of law or
           agreement or which the Investor is required to disclose under any applicable law.

     6.2   Each of the Investors agrees that it shall not compete, directly or indirectly, with the
           business of the Company and without limitation to above said, each of the Investors


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           not to, directly or indirectly, design, manufacture, market or sell, any of the products
           or services that the company designs, manufactures, markets or sells.

7.   NOTICES

     Any notice, declaration or other communication required or authorized to be given by any
     party under this Agreement to any other party shall be in writing and shall be personally
     delivered, sent by mail or dispatched by courier addressed to the other party at the address
     stated respectively at Attachment "A", if to each of the Investors, and to Advocate
     ___________________, if to the Company, or such other address as shall be specified by
     the parties hereto by notice in accordance with the provisions of this section. Any notice
     shall operate and be deemed to have been served, if personally delivered or by courier, on
     the next following business day, and if by mail, on the third following business day.

8.   MISCELLANEOUS

     8.1   This Agreement and all attachments hereto constitute the full and entire
           understanding and agreement between the parties with regard to the subject matters
           hereof and thereof, and supersede, nullify and terminate all prior agreements
           between the parties hereof with regard to such subject matter. By executing this
           Agreement the parties waive all prior rights they may have with regard to the
           subject matters hereof and thereof.

     8.2   The headings of the sections and subsections of this Agreement are for convenience
           of reference only and are not to be considered in construing this Agreement

     8.3   In this Agreement, all obligations and undertakings of the Investors shall apply and
           bind each of the Investor severally and not jointly.

     8.4   This Agreement may be amended only with the written consent of the parties
           hereto.

     8.5   A party may waive any of its rights hereunder provided; however, that such waiver
           shall be in writing and shall apply only to such party's rights hereunder.



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8.6   No delay or omission to exercise any right, power, or remedy accruing to any party
      upon any breach or default under this Agreement, shall be deemed a waiver of any
      other breach or default therefore or thereafter occurring. Any waiver, permit,
      consent, or approval of any kind or character on the part of any party of any breach
      or default under this Agreement, or any waiver on the part of any party of any
      provisions or conditions of this Agreement, must be in writing and shall be
      effective only to the extent specifically set forth in such writing.

8.7   If any provision of this Agreement is held by a court of competent jurisdiction to be
      unenforceable under applicable law, then such provision shall be excluded from this
      Agreement and the remainder of this Agreement shall be interpreted as if such
      provision were so excluded and shall be enforceable in accordance with its terms.

8.8   This Agreement may be in any number of counterparts, each of which shall be
      deemed an original and enforceable against the parties actually executing such
      counterpart, and all of which together shall constitute one and the same instrument.

8.9   This Agreement shall be governed by and interpreted in accordance with the laws of
      the State of _________, without giving effect to the rules respecting conflict of law.

            (The remainder of this page is left intentionally blank)




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     IN WITNESS WHEREOF the parties have signed this Agreement as of the date first
     herein set forth.

1.   THE COMPANY:

     _________________ Inc.

     By:

     ____________, Director



     ____________, Director



2.   THE INVESTORS:




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            Attachment "A" – The Investors




Name   Address                        Purchase Percentage of the
                                      Price    Company's issued
                                      (USD)    share capital on a
                                               fully diluted basis




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Attachment "B" - Articles of Association and the Bylaws of the Company




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Attachment "C" - The holdings of the Company’s authorized and issued share capital




   Shareholder                                   Number of Ordinary Shares




   Total




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