Investment Agreement (153K)
Doc #426630: Click preview link for longer preview.
Investment Agreement
(hereinafter the "Agreement")
Made and entered into this ________ day of May, 2000
Between
Organitech Ltd, an Israeli private company existing under the laws of Israel
Address: P.O.Box 212 Nesher 36601, Israel (The "Company")
And
Incubate This, Inc., a company duly incorporated under the laws of the State of
Colorado Address: 265 Sunrise Ave Palm Beach, Florida 33480 (The"Investor")
WHEREAS the Company was formed according to the Founders Agreement dated June
27, 1999, attached hereto as Exhibit A and was duly registered on July 4, 1999,
under the laws of the State of Israel; and
WHEREAS the Company is engaged in a project for research and development of
"Machines for Automatic Growing of Lettuce", approved by the Office of the Chief
Scientist of the Ministry of Industry and Trade (the "OCS") as more fully set
forth in Exhibit B; and
WHEREAS the Company desires to receive an equity investment; and
WHEREAS the Investor desires to make an equity investment in the Company against
the issuance to the Investor of Series A Preferred Shares of the Company;
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1. Preamble and Exhibits
The preamble and all Exhibits to this Agreement form an integral part hereof.
2. Purchase of Preferred Shares; Closing
2.1 In consideration for the issuance by the Company to the Investor of an
aggregate of twelve thousand four hundred sixty (12,460) Series A Preferred
Shares of the Company of a nominal value of NIS 0.01 each (the "Preferred
Shares") at a price per Preferred Share of approximately eighty US Dollars and
twenty five US Cents (US$80.25) or an aggregate of One Million Dollars US
(US$1,000,000) (hereinafter the "Original Purchase Price" or the "Investment")
based on a pre-investment Company value of Ten Million Dollars US (US$10
Million), on a fully diluted basis immediately following such issuance giving
effect to the ninety-seven thousand one-hundred forty-three (97,143) issued and
outstanding ordinary shares and the fifteen thousand (15,000) ordinary shares
reserved for issuance pursuant to an employee share incentive plan (hereinafter
the "Employee Share Incentive Plan"), the Investors shall invest in the Company
and pay to it the Investment, upon the receipt by the Company of all necessary
authorizations, approvals, consents or waivers, as provided in this Agreement,
to be paid as follows:
{PAGE}
2.1.1 One Million US Dollars (US$1,000,000) (which sum shall include
the US100,000 previously paid by the Investor to the Company) at a closing
(the "Closing") to be held at the offices of NATHAN MEIR & CO., ADVOCATES
SHAUL MAHELECH BLVD & TEL.AVIV at p.m. on __________________(the "Closing
Date"), or such other time as shall be mutually agreed upon by the parties,
against the issuance to the Investor of twelve thousand four hundred sixty
(12,460) Preferred Shares.
2.2 At the Closing, the following transactions shall occur, which
transactions shall be deemed to take place simultaneously and 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:
2.2.1 The Company shall deliver to the Investor the following
documents:
(4) Resolutions of the Company's shareholders in the form
attached hereto as Schedule 2.2.1(a)A by which the Articles of
Association of the Company were replaced with the Amended and Restated
Articles of Association attached hereto as Schedule 2.2.1(a)B (the
"Amended Articles"), by which 500,000 authorized but unissued Ordinary
Shares have been converted into Preferred Shares and by which the
Memorandum of Association of the Company was amended as set forth in
such resolutions, together with a duly completed notice of such
changes to the Israeli Registrar of Companies;
(5) True and correct copies of resolutions of the Company's Board
of Directors issuing and allotting the Preferred Shares to the
Investor against payment of the purchase price therefor, in the form
attached hereto as Schedule 2.2.1(b), together with a duly completed
notice of such issuance to the Israeli Registrar of Companies and a
copy of check in full payment of the stamp duty on the issuance of the
Preferred Shares;
(6) Validly executed share certificates covering the Preferred
Shares, issued in the name of the Investor, in the form attached
hereto as Schedules 2.2.1(c);
(7) A certificate duly executed by an executive officer of the
Company, dated as of the date of the Closing, in the form attached
hereto as Schedule 2.2.1(d) (the "Compliance Certificate").
(8) An Opinion of Avi Goldsobel, Advocate, counsel to the
Company, in the form attached hereto as Schedule 2.2.1(e) (the
"Opinion"), dated as of the date of the Closing.
(9) Warrants to the Investor to purchase ____________ Preferred
Shares (the "Preferred Shares Warrants") pursuant to the terms and
conditions of Section __ below, and warrant certificates attached
hereto as Schedules 22.1through 22.5(the "Warrants").
2.2.2 As soon as practicable following the Closing, and no later than
21 days thereafter, the Company shall register the issuance and allotment
of the Preferred Shares to the Investor in the Shareholders Register of the
Company which shall be in the form of Schedule 2.2.2.
2.2.3 The Investor shall cause the transfer to the Company of the
Investment for the Shares being issued to it by wire transfer, banker's
check, or such other form of payment as is mutually agreed by the Company
and the Investor.
{PAGE}
2.2.4 Report of the issuance of the Preferred Shares shall be timely
and accurately made to the Registrar of Companies. The Company shall bear
all stamp tax due in connection with the issuance of shares to the Investor
hereunder.
3. Rights to Certain Future Adjustments.
3.1 Until an IPO, in the event that, following the Closing, the Company
shall issue Additional Shares at a price per share (the "Lower Price") which is
lower than the Original Purchase Price per share paid by the Investors
hereunder, adjusted for share splits, share combinations, share dividends and
other recapitalization events, then the Investor shall be entitled to receive
additional Preferred Shares in an amount such that the Investor shall have
received a total number of Preferred Shares equivalent to what it would have
received by investing the same dollar amount in such later offering rather then
his Investment, all as more fully set forth in the Amended Articles. For the
purposes hereof "Additional Shares" shall mean any shares of the Company whether
now authorized or not, and rights, options or warrants to purchase such shares,
and shares of any type whatsoever that are, or may become, convertible into such
shares; provided that the term "Additional Shares" shall not include: (i) shares
issued upon conversion of Preferred Shares; (ii) shares issued upon exercise of
any currently outstanding warrants and options; and (iii) shares issued to
employees, officers or directors of the Company pursuant to any stock option or
incentive plan approved by the Company's board of directors and subject to
426630