ex1022.htm


    Exhibit 10.22

     

    
      
      

       

      
        
          
            
              	
                       

                      Term
      Sheet

                       

                    


            

          

        

      

       

      
        For the
purchase of Ordinary Shares in Pimi Agro CleanTech Ltd.

      

       

      
        
          
            
              
                
                  
                    
                      	
                              Issuer

                            	 
      	
                              Pimi Agro CleanTech
      Ltd., an Israeli private company no. 51-349712-3 ("Company"), active in the
      field of Agro Clean technology for pre and post harvest treatment,
      extension of shelf life of fruits and vegetables and for treatment of
      seeds against diseases.

                               

                            
	 
      	 
      	 
      
	
                              Securities
      to be Issued

                            	 
      	
                              226,642
      Ordinary Shares of 0.01 NIS nominal value each representing, after such
      issuance, 3.614% of the issued and outstanding share capital of the
      Company at the date of this Term Sheet, representing a pre money valuation
      of $ 8 Million to the Company ($1.325 per one share of 0.01
      NIS).

                               

                            
	 
      	 
      	 
      
	
                              Current
      Capitalization

                            	 
      	
                              The
      current capitalization of Company on a fully diluted and as converted
      basis, including all options and securities convertible into shares, is as
      set forth in Exhibit
      A hereto.

                            
	 
      	 
      	 
      
	
                              Investor

                            	 
      	
                              Earthbound LLC a Limited
      Liability Company registered in Delaware whose address is 126 Fifth Avenue
      4th Floor New York, NY 10011-5629 USA.

                            
	 
      	 
      	 
      
	
                              Investment
      Amount

                            	 
      	
                              A
      total sum of $ 300,000 (three hundred thousand US Dollar) ("Investment"). The
      investment will be paid to Pimi in tranches as follows: first tranche of
      $60K will be paid on the 15th
      of March 2009.  The balance of $240,000 will be paid will be
      paid in four installments as follows: $60,000 on the 15th June, 2009,
      $90,000 on 15th of September, 2009 and $90,000 on the 15th of January
      2010.The Investor will receive the allocated shares pro rata to the
      Investment against each installment of the Investment.

                               

                              In
      the event Pimi raises funds from a Venture Capital, or from Institutional
      Investor/s ("The Outside
      Investment"), or will issue shares in an IPO, for a valuation which
      is higher than $8 Million then the Investor will have
      the option to pay the balance of the Investment prior to the funding of
      the Outside Investment. If the Investor, in its sole discretion
      elects not to pay the balance of the Investment at such time, it will then
      lose its right to pay the balance of the Investment and will not receive
      the balance of the shares, and will be left only with those shares that
      have been already allocated.

                               

                            
	
                              Anti
      Dilution Rights

                            	 
      	
                              The
      Investor shall have full ratchet anti dilution rights in case of any
      investment which is based on a pre money valuation of the Company, which
      is less than $ 8 Millions within 24 months from the date of execution
      hereof, except for in case of rights issue to all of the Company
      shareholders and exchange of shares for shares in a public company whose
      shares are registered on the NASDAQ OTC B/B, and/or exercise of current
      options or ESOP.

                            
	 
      	 
      	 
      
	
                              Lock
      Up

                            	 
      	
                              The
      Investor agrees to be bound by the terms of a Lock Up Agreement or under
      Rule 144 Lock Up Regulation, as all other shareholders of the Company
      which will enable investment for registration of the Company shares on the
      NASDAQ OTC B/B or a swap of the Company's shares for shares in a shell
      company registered or which shall be registered on the NASDAQ OTC B/B
      ("The Shell
      Company"). This obligation shall prevail on shares of the Company,
      or shares of the Shell Company held by the Investor.

                            
	 
      	 
      	 
      
	
                              Exchange
      of shares

                            	 
      	
                              The
      Investor agrees that in case of swap of the Company's shares for a Shell
      Company shares registered on the NASDAQ or which will be registered on the
      NASDAQ OTC B/B he will exchange his shares for shares of the Shell
      Company, subject to pre ruling for the tax consequences of such swap. The
      Investor agrees to abide to the pre ruling terms and conditions. This
      obligation shall prevail on shares of the Company or shares of the Shell
      Company held by the Investor. The Investor agrees that if prior to the
      first payment of the investment the Company Ordinary Shares will be
      converted to the shares of the Shell Company then instead of Ordinary
      Shares in the Company the Investor will receive shares in the Shell
      Company at the rate of conversion which applies to the other holders of
      the Ordinary Shares of the Company.

                            
	 
      	 
      	 
      
	
                              Employees
      Share Option plan

                            	 
      	
                              The
      Company has adopted a reasonable Employee Shares Option Plan for 2008, and
      will be entitled to adopt another ESOP for 2009, or
  2010.

                            
	 
      	 
      	 
      
	
                              Confidentiality

                            	 
      	
                              Company
      and the Investor shall keep this Term Sheet, any related correspondence
      and all due diligence materials in strict confidence, and shall not issue
      any public statement or press release concerning this transaction without
      the other party’s prior written approval of the substance and form of any
      such statement or release, except as registered under the relevant law or
      regulations.

                               

                            


                    

                  

                

              

            

          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      
        
          
            
              	
                      Power
      of attorney

                    	 
      	
                      The
      Investor will grant Eitan Shmueli, Advocate, or any other lawyer of Sadot
      Law Offices, a power of attorney to vote the Investor's shares in the
      general meetings of the shareholders of the Company and for the transfer
      of the shares for shares in a Shell Company registered on the NASDAQ OTC
      B/B, or which will be registered on the NASDAQ OTC B/B.

                    
	 
      	 
      	 
      
	
                      Representations
      and Warranties

                    	 
      	
                      The
      Company makes no representations or warranties to the Investor, and the
      Investor acknowledges that he is purchasing the Company shares on an AS IS
      basis and waives any future claim or demand in this
    respect.

                    
	 	 	 
	
                      Co
      Sale

                    	 
      	
                      Prior
      to the registration of the Company shares on the NASDAQ OTC B/B or a swap
      of the Company's shares for shares in a Shell Company registered on the
      NASDAQ OTC B/B, or which will be registered on the NASDAQ OTC B/B. The
      current shareholders of the Company shall have a right to participate
      pro-rata in transfer or sale of shares that the Investor may wish to
      execute.

                    
	 	 	 
	
                      Right
      of First Refusal

                    	 
      	
                      Prior
      to the registration of the Company shares on the NASDAQ OTC B/B or a swap
      of the Company's shares for shares in a Shell Company registered on the
      NASDAQ OTC B/B, or which will be registered on the NASDAQ OTC B/B. The
      current shareholders of the Company shall have the right of first refusal
      to purchase any shares of the Company offered for sale by the Investor to
      any person or entity, subject to standard exceptions for transfer to
      affiliates and family members.

                    
	 	 	 
	
                      Bring
      Along

                    	 
      	
                      In
      the event that a third party shall offer to purchase the outstanding
      shares of the Company and the holders of at least 51% of the
      then-outstanding shares of the Company (on an as-converted basis) accept
      such offer, then the remaining shareholders, including the Investor shall
      be required to accept such offer and sell all of their shares to the
      offeror on the same terms and conditions as the other
      shareholders.

                    


            

          

        

      

       

      IN
WITNESS THEREOF the parties have signed this Term Sheet as of
______

       

      
        
          
            	
                    The
      Company

                  	 
      	 
      	
                    The
      Investor

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      	 
      	 
      
	
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