ex101.htm


    EXHIBIT
10.1

     

    


     

     

     

    


     

    REGULATION
S STOCK PURCHASE AGREEMENT

     

    Dated
November 15, 2009

     

    For

     

    PIMI
AGRO CLEANTECH, INC.

     

     COMMON
STOCK

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                 
      

              	
                 

              


      

       

       

      TABLE OF
CONTENTS



    
      
        	 	
                
                  Page

                

              
	 	 
	ARTICLE
      I.  PURCHASE,
      SALE AND TERMS OF SHARES	
                2

              
	
                1.1.

              	
                The
      Investment

              	
                2

              
	
                1.2.

              	
                Payment
      of Purchase Price; Closing

              	
                2

              
	
                1.3

              	
                Purchase
      Obligation

              	
                2

              
	
                1.4

              	
                Representations
      by the Purchaser

              	
                2

              
	
                1.5

              	
                Termination

              	
                5

              
	ARTICLE
      II.  REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY	
                6

              
	The
      Company represents and warrants as follows:	   6
	
                2.1.

              	
                Organization
      and Standing of the Company

              	
                6

              
	
                2.2.

              	
                Corporate
      Action

              	
                6

              
	
                2.3.

              	
                Governmental
      Approvals

              	
                6

              
	
                2.4.

              	
                Litigation

              	
                6

              
	
                2.5.

              	
                Compliance
      with Other Instruments

              	
                7

              
	
                2.6.

              	
                Title
      to Assets; Intellectual Property Rights

              	
                7

              
	
                2.7.

              	
                Taxes

              	
                8

              
	
                2.8.

              	
                Disclosure

              	
                8

              
	
                2.9.

              	
                Brokers
      or Finders

              	
                8

              
	
                2.10.

              	
                Capitalization;
      Status of Capital Stock

              	
                8

              
	
                2.11.

              	
                SEC
      Reports

              	
                9

              
	
                2.12.

              	
                Books
      and Records

              	
                9

              
	
                2.13.

              	
                Refusal
      of Registration

              	
                9

              
	
                2.14.

              	
                Registration
      Rights

              	
                9

              
	ARTICLE
      III.  MISCELLANEOUS	
                10

              
	
                3.1.

              	
                No
      Waiver; Cumulative Remedies

              	
                10

              
	
                3.2.

              	
                Amendments;
      Waivers and Consents

              	
                10

              
	
                3.3.

              	
                Addresses
      for Notices

              	
                10

              
	
                3.4.

              	
                Costs;
      Expenses and Taxes

              	
                10

              
	
                3.5.

              	
                Effectiveness;
      Binding Effect; Assignment

              	
                10

              
	
                3.6.

              	
                Survival
      of Representations and Warranties

              	
                10

              
	
                3.7.

              	
                Prior
      Agreements

              	
                11

              
	
                3.8.

              	
                Severability

              	
                11

              
	
                3.9.

              	
                Governing
      Law; Venue

              	
                11

              
	
                3.10.

              	
                Headings

              	
                11

              
	
                3.11.

              	
                Counterparts

              	
                11

              
	
                3.12.

              	
                Further
      Assurances

              	
                12

              


      

    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Regulation
S Stock Purchase Agreement, dated as of November 10, 2009 between PIMI AGRO CLEANTECH INC., a
Delaware corporation having offices at 269 South Beverly Drive suite 1091
Beverly Hills California 90212 USA (the “Company”), and ________________ I.D.
No. _______________, an Israeli citizen, the registered address of which is
___________________________ (the “Purchaser”).

     

    ARTICLE   I.

     

    PURCHASE,
SALE AND TERMS OF SHARES

     

    1.1.           The
Investment

     

    The
Company agrees to issue and sell to the Purchaser in an offshore transaction
negotiated outside the U.S. and to be consummated and closed outside the U.S.
and, in consideration of and in express reliance upon the representations,
warranties, covenants, terms and conditions of this Agreement, and subject to
Section 1.3 herein, the Purchaser agrees to purchase from the Company up to
______________ shares (the “Shares”) of the Company’s Common Stock at a per
share purchase price of $1.35 (the “Purchase Price”) (collectively, the
“Investment”).

    


    1.2.           Payment of Purchase Price;
Closing

    The
transaction will be closed in Israel, and the Purchaser will pay the Purchase
Price by certified bank check or wire transfer of immediately available funds
upon closing of the transaction (the “Closing Date”). The Company shall deliver
to Purchaser the share certificate(s) within 20 calendar days of the Closing
Date.

        


    1.3           Purchase
Obligation

    The
Purchaser agrees and obligates to purchase the Shares until November 15,
2009.

    
 

    1.4           Representations by the
Purchaser

    The
Purchaser makes the following representations and warranties to the
Company:

     

    (a)           Access to
Information.  The Purchaser, in making the decision to purchase
the Shares, has relied solely upon independent investigations made by it and/or
its representatives, if any.  The Purchaser and/or its representatives
during the course of this transaction, and prior to the purchase of any Shares,
has had the opportunity to ask questions of and receive answers from the
management of the Company concerning the terms and conditions of the offering of
the Shares and to receive any additional information, documents, records and
books relative to its business, assets, financial condition, results of
operations and liabilities (contingent or otherwise) of the
Company.

     

    (b)           Sophistication and
Knowledge. The Purchaser and/or its representatives has such knowledge
and experience in financial and business matters that it can represent itself
and is capable of evaluating the merits and risks of the purchase of the
Shares.  The Purchaser is not relying on the Company with respect to
the tax and other economic considerations of an investment in the Shares, and
the Purchaser has relied on the advice of, or has consulted with, only the
Purchaser's own advisor(s). The Purchaser represents that it has not been
organized for the purpose of acquiring the Shares.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c)           Lack of
Liquidity.  The Purchaser acknowledges that the purchase of the
Shares involves a high degree of risk and further acknowledges that it can bear
the economic risk of the purchase of the Shares, including the total loss of its
investment.  The Purchaser has no present need for liquidity in
connection with its purchase of the Shares.

     

    (d)           No Public
Solicitation.  The Purchaser is not subscribing for the Shares
as a result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast
over television or radio, or presented at any seminar or meeting, or any
solicitation of a subscription by a person not previously known to the Purchaser
in connection with investments in securities generally.  Neither the
company nor the Purchaser has engaged in any ‘Directed Selling Efforts in the
U.S.’ as defined in Regulation S promulgated by the SEC under U.S. securities
laws.

     

    (e)           Authority.  The
Purchaser has full right and power to enter into and perform pursuant to this
Agreement and make an investment in the Company, and this Agreement constitutes
the Purchaser’s valid and legally binding obligation, enforceable in accordance
with its terms. The Purchaser is authorized and otherwise duly qualified to
purchase and hold the Shares and to enter into this Agreement

     

    (f)           Regulation S
Exemption.  The Purchaser understands that the Shares are being
offered and sold to it in reliance on an exemption from the registration
requirements of United States federal and state securities laws under Regulation
S promulgated under the Securities Act and that the Company is relying upon the
truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine the applicability of such exemptions and the suitability of the
Purchaser to acquire the Shares.  In this regard, the Purchaser
represents, warrants and agrees that:

     

    (i)           The
Purchaser is not a U.S. Person (as defined below) and is not an affiliate (as
defined in Rule 501(b) under the Securities Act) of the Company.  A
U.S. Person means any one of the following:

     

    
      
        	
                (A) 
      

              	
                Any
      U.S. Citizen

              


      

    

     

    
      
        	
                (B) 
      

              	
                Any
      natural person resident in the United States of
  America;

              


      

    

     

    
      
        	
                (C) 
      

              	
                any
      partnership or corporation organized or incorporated under the laws of the
      United States of America;

              


      

    

     

    
      
        	
                (D) 
      

              	
                any
      estate of which any executor or administrator is a U.S.
      person;

              


      

       

    

    
      
        	
                (E) 

              	
                any
      trust of which any trustee is a U.S.
person;

              


      

    

     

    
      
        	
                (F) 
      

              	
                any
      agency or branch of a foreign entity located in the United States of
      America;

              


      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

      
        
          	
                  (G) 
      

                	any non-discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary for
      the benefit or account of a U.S.
person;


        

      

    

    
       

      
        
          	
                  (H) 
      

                	any discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary
      organized, incorporated or (if an individual) resident in the United
      States of America; and


        

         

        
          
            	
                    (I) 
      

                  	any partnership or corporation
if:


          

        

      

    

     

    (1)           organized
or incorporated under the laws of any foreign jurisdiction; and

     

    (2)           formed
by a U.S. person principally for the purpose of investing in securities not
registered under the Securities Act, unless it is organized or incorporated, and
owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who are not natural persons,
estates or trusts.

     

    (ii)           At
the time of the origination of contact concerning this Agreement and the date of
the execution and delivery of this Agreement, the Purchaser was outside of the
United States.

     

     

    (iii)           The
Purchaser will not, during the period commencing on the date of issuance of the
Shares and ending on the date as may be permitted by Regulation S or other
applicable securities law (the “Restricted Period”), offer, sell, pledge or
otherwise transfer the shares in the United States, or to a U.S. Person for the
account or benefit of a U.S. Person, or otherwise in a manner that is not in
compliance with Regulation S.

     

     

    (iv)           The
Purchaser will, after expiration of the Restricted Period, offer, sell, pledge
or otherwise transfer the Shares only pursuant to registration under the
Securities Act or an available exemption there from and, in accordance with all
applicable state and foreign securities laws.

     

     

    (v)           The
Purchaser has not in any jurisdiction, engaged in, and prior to the expiration
of the Restricted Period will not engage in, any short selling of or any hedging
transaction with respect to the Shares, including without limitation, any put,
call or other option transaction, option writing or equity swap.

     

     

    (vi)           Neither
the Purchaser nor or any person acting on its behalf has engaged, nor will
engage, in any directed selling efforts to U.S. Citizens with respect to the
Shares and the Purchaser and any person acting on its behalf have complied and
will comply with the “offering restrictions” ” requirements of Regulation S
under the Securities Act.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (vii)           The
transactions contemplated by this Agreement have not been pre-arranged with a
buyer located in the United States or with a U.S. Person, and are not part of a
plan or scheme to evade the registration requirements of the Securities
Act.

     

     

    (viii)           Neither
the Purchaser nor any person acting on its behalf has undertaken or carried out
any activity for the purpose of, or that could reasonably be expected to have
the effect of, conditioning the market in the United States, its territories or
possessions, for any of the Shares.  The Purchaser agrees not to cause
any advertisement of the Shares to be published in any newspaper or periodical
or posted in any public place and not to issue any circular relating to the
Shares, except such advertisements that include the statements required by
Regulation S under the Securities Act, and only offshore and not in the U.S. or
its territories, and only in compliance with any local applicable securities
laws.

     

    (ix)           Each
certificate representing the Shares shall be endorsed with the following
legends:

     

    


    (A)           “THE
SHARES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”

     

    (B)           “TRANSFER
OF THESE SHARES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

     

    (C)           Any
other legend required to be placed thereon by applicable federal or state
securities laws.

     

     

    (x)           The
Purchaser consents to the Company making a notation on its records or giving
instructions to any transfer agent of the Company in order to implement the
restrictions on transfer of the Shares set forth in this Section
1.4.

     

    1.6           Termination           
Either
Party may terminate the agreement at any time by providing a 10-business day
written notification and sending it via registered post to the registered
address of the counter-party.

    


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    ARTICLE II.

     

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

     

     

    The
Company represents and warrants as follows:

     

    2.1.           Organization and Standing of
the Company

    The
Company is a duly organized and validly existing corporation in good standing
under the laws of the State of Delaware and has all requisite corporate power
and authority for the ownership and operation of its properties and for the
carrying on of its business as now conducted and as now proposed to be conducted
and to execute and deliver this Agreement and other instruments, agreements and
documents contemplated herein (together with this Agreement, the “Transaction
Documents”), to issue, sell and deliver the Shares and to perform its other
obligations pursuant hereto.  The Company is duly licensed or
qualified and in good standing as a foreign corporation authorized to do
business in all jurisdictions wherein the character of the property owned or
leased or the nature of the activities conducted by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not have a material adverse effect on the business, operations or
financial condition of the Company.

    


    2.2.           Corporate
Action

    The
Transaction Documents have been duly authorized, executed and delivered by the
Company and constitute the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective
terms.  The Shares have been duly authorized.  The issuance,
sale and delivery of the Shares have been duly authorized by all required
corporate action on the part of the Company.  The Shares, when issued
and paid for in accordance with the Transaction Documents, will be validly
issued, fully paid and non-assessable, with no personal liability attaching to
the ownership thereof and will be free and clear of all liens, charges,
restrictions, claims and encumbrances imposed by or through the Company, except
as expressly set forth in the Transaction Documents.

     

    2.3.           Governmental
Approvals

     

    No
authorization, consent, approval, license, exemption of or filing or
registration with any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, is or will be necessary
for, or in connection with, the execution and delivery by the Company of this
Agreement, for the offer, issue, sale, execution or delivery of the Shares, or
for the performance by the Company of its obligations under the Transaction
Documents except for any filings required by applicable securities
laws.

     

    2.4.           Litigation

     

    Except as
set forth on Schedule 2.4, there is no litigation or governmental proceeding or
investigation pending or, to the knowledge of the Company, threatened against
the Company affecting any of its properties or assets, nor, to the best
knowledge of the Company, has there occurred any event or does there exist any
condition on the basis of which any litigation, proceeding or investigation
might properly be instituted.  The Company is not in default with
respect to any order, writ, injunction, decree, ruling or decision of any court,
commission, board or other government agency, which such default might have a
material adverse effect on the business, assets, liabilities, operations,
Intellectual Property Rights, (as defined hereinafter) management or financial
condition of the Company.  There are no actions or proceedings pending
or, to the Company’s knowledge, threatened (or any basis therefore known to the
Company) against the Company which might result, either in any case or in the
aggregate, in any material adverse change in the business, operations,
Intellectual Property Rights, affairs or financial condition of the Company or
in any of its properties or assets, or which might call into question the
validity of any of the Transaction Documents, any of the Shares, or any action
taken or to be taken pursuant hereto or thereto.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    2.5.           Compliance with Other
Instruments

     

    The
Company is in compliance in all respects with its Certificate of Incorporation
and Bylaws, each as amended and/or restated to date, and in all respects with
the material terms and provisions of all mortgages, indentures, leases,
agreements and other instruments by which it is bound or to which it or any of
its properties or assets are subject.  The Company is in compliance in
all material respects with all judgments, decrees, governmental orders, laws,
statutes, rules or regulations by which it is bound or to which it or any of its
properties or assets are subject.  Neither the execution and delivery
of the Transaction Documents nor the issuance of the Shares, nor the
consummation or performance of any transaction contemplated hereby or thereby,
has constituted or resulted in or will constitute or result in a default or
violation of, create a conflict with, trigger any “change of control” or other
right of any Person under, or require any consent, waiver, release or approval
under or with respect to, any term or provision of any of the foregoing
documents, instruments, judgments, agreements, decrees, orders, statutes, rules
and regulations.

     

    2.6.           Title to Assets;
Intellectual Property Rights

     

     

    (a)           The
Company has good and marketable title in fee to such of its fixed assets as are
real property, and good and merchantable title to all of its other assets, now
carried on its books, free of any mortgages, pledges, charges, liens, security
interests or other encumbrances.  The Company enjoys peaceful and
undisturbed possession under all leases under which it is operating, and all
said leases are valid and subsisting and in full force and effect.

     

    (b)           The
Company owns or has a valid right to use patents, patent applications, patent
right, trade secrets, confidential business information, formula, processes,
laboratory notebooks, algorithms, copyrights, mask works, claims of infringement
against third parties, licenses, permits, license rights, contract rights with
employees, consultants and third parties, trademarks, trademark rights,
inventions and discoveries, and all other intellectual property, including,
without limitation, all other such rights generally classified as intangible,
intellectual property assets in accordance with GAAP (collectively the,
“Intellectual Property Rights”) being used to conduct its business as now
operated and as now proposed by the Company to be operated and to the best of
the Company’s knowledge, the conduct of its business as now operated and as now
proposed to be operated does not and will not conflict with or infringe upon the
Intellectual Property Rights of others.  To the best of the Company’s
knowledge, no claim is pending or threatened against the Company and/or its
officers, employees and consultants to the effect that any such Intellectual
Property Right owned or licensed by the Company, or which the Company otherwise
has the right to use, is invalid or unenforceable by the Company.

     

    (c)           The
Company has taken all reasonable measures to protect and preserve the security,
confidentiality and value of its Intellectual Property Rights, including its
trade secrets and other confidential information.  The Company is and
will be the exclusive owner of all right, title and interest in its Intellectual
Property Rights as purported to be owned by the Company, and such Intellectual
Property Rights are valid and in full force and effect.  The Company
has not received notice of and, to the best of the Company’s knowledge there are
no claims that the Company’s Intellectual Property Rights or the use or
ownership thereof by the Company infringes, violates or conflicts with any such
right of any third party.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    2.7.           Taxes

     

    Except as
set forth on Schedule 2.7, the Company has accurately prepared and timely filed
all federal, state and other tax returns required by law to be filed by it, has
paid or made provision for the payment of all taxes shown to be due and all
additional assessments, and adequate provisions have been made and are reflected
in the Company’s financial statements for all current taxes and other charges to
which the Company is subject and which are not currently due and
payable.

     

    2.8.           Disclosure

     

    There is
no fact within the knowledge of the Company or any of its executive officers
which has not been disclosed herein or in writing by them to the Purchaser and
which materially adversely affects, or in the future in their opinion may,
insofar as they can now foresee, materially adversely affect the business,
operations, properties, Intellectual Property Rights, assets or condition,
financial or other, of the Company.  Without limiting the foregoing,
the Company has no knowledge that there exists, or there is pending or planned,
any patent, invention, device, application or principle or any statute, rule,
law, regulation, standard or code which would materially adversely affect the
business, operations, Intellectual Property Rights, affairs or financial
condition of the Company.

     

    2.9.           Brokers or
Finders

     

    No Person
has or will have, as a result of the transactions contemplated by this
Agreement, any right, interest or valid claim against or upon the Purchaser for
any commission, fee or other compensation as a finder or broker because of any
act or omission by the Company or its respective agents.

    


          2.10.                   Capitalization; Status of
Capital Stock

     

    As of the
date hereof, the Company had a total authorized capitalization consisting of
30,000,000 shares of Common Stock, $0.01 par value.  As of April
30, 2009, 6,313,589 shares of Common Stock were issued and
outstanding.  All the outstanding shares of capital stock of the
Company have been duly authorized, and are validly issued, fully paid and
non-assessable. None of the Company’s outstanding securities or authorized
capital stock or the Shares is subject to any rights of redemption, repurchase,
rights of first refusal, preemptive rights or other similar rights, whether
contractual, statutory or otherwise, for the benefit of the Company, any
stockholder, or any other Person.  There are no restrictions on the
transfer of shares of capital stock of the Company other than those imposed by
relevant federal and state securities laws and as otherwise contemplated by this
Agreement.  There are no agreements, understandings, trusts or other
collaborative arrangements or understandings concerning the voting or transfer
of the capital stock of the Company to which the Company is a party. The Company
does not have outstanding, and has no obligation to grant or issue, any “phantom
stock” or other right measured by the profits, revenues or results of operations
of the Company or any portion thereof; or any similar rights.

     

    2.11.           SEC
Reports

     

    The
Company is in the process of registering shares on behalf of certain selling
shareholders on Form S-1 (the “Registration Statement”) with the United States
Securities and Exchange Commission (“SEC”). Upon the effectuation of the
“Registration Statement”, which is subject to approval from the SEC, the Company
will be subject to certain reporting requirements promulgated under the
Securities Act of 1933, as amended, and the rules and regulations of the
SEC.

     

    2.12.           Books and
Records

     

    The books
of account, ledgers, order books, records and documents of the Company
accurately and completely reflect all material information relating to the
business of the Company, the location and collection of its assets, and the
nature of all transactions giving rise to the obligations or accounts receivable
of the Company.

    


    2.13.           Refusal of
Registration

     

    The
parties hereby acknowledge and agree that the Company shall be required, as a
term of this contract, to refuse to register any transfer of the shares not made
in accordance with the provisions of Regulation S, or pursuant to Registration,
or another exemption from registration under the Securities Act.

    


    2.14.           Registration
Rights

     

    Purchaser
is not granted any registration rights in connection with this Agreement or the
issuance of the Shares hereunder.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ARTICLE  III.


     

     

    MISCELLANEOUS

     

     

    3.1.           No Waiver; Cumulative
Remedies

     

    No
failure or delay on the part of any party to this Agreement in exercising any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy hereunder.  The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

     

    3.2.           Amendments; Waivers and
Consents

     

    Any
provision in the Agreement to the contrary notwithstanding, and except as
hereinafter provided, changes in, termination or amendments of or additions to
this Agreement may be made, and compliance with any covenant or provision set
forth herein may be omitted or waived, if either Party shall obtain consent
thereto in writing from the other Party.  Any waiver or consent may be
given subject to satisfaction of conditions stated therein and any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

     

    3.3.           Addresses for
Notices

     

    Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be mailed by certified mail, return receipt requested,
or delivered against receipt to Company and/or to Purchaser at the addresses for
each set forth above.  Any notice or other communication given by
certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party’s address which shall be deemed given at
the time of receipt thereof.

     

    3.4.           Costs; Expenses and
Taxes

     

    Upon
execution of this Agreement and with delivery of the Purchase Price as set forth
in 1.3, the Company shall pay no monies in the aggregate, to cover fees and
disbursements of counsel to the Purchaser incurred in connection with the
negotiation, drafting and completion of the Transaction Documents and all
related matters. The Company shall pay any and all stamp, or other similar taxes
payable or determined to be payable in connection with the execution and
delivery of this Agreement, the issuance of any securities and the other
instruments and documents to be delivered hereunder or thereunder, and agrees to
save the Purchaser harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such
taxes.

     

    3.5.           Effectiveness; Binding
Effect; Assignment

     

    This
Agreement shall be binding upon and inure to the benefit of the Company, the
Purchaser and the respective successors and assigns.

     

    3.6.           Survival of Representations
and Warranties

     

    All
representations and warranties made in the Transaction Documents, the Shares, or
any other instrument or document delivered in connection herewith or therewith,
shall survive the execution and delivery hereof or thereof.

     

    
      
        
        

      

      
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    3.7.           Prior
Agreements

     

    The
Transaction Documents executed and delivered in connection herewith constitute
the entire agreement between the parties with respect to the subject matter set
forth herein and supersede any prior understandings or agreements concerning the
subject matter hereof.

     

    3.8.           Severability

     

    The
provisions of the Transaction Documents are severable and, in the event that any
court of competent jurisdiction shall determine that any one or more of the
provisions or part of a provision contained therein shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of such Transaction Document and the terms of the Shares shall be
reformed and construed as if such invalid or illegal or unenforceable provision,
or part of a provision, had never been contained herein, and such provisions or
part reformed so that it would be valid, legal and enforceable to the maximum
extent possible.

     

    3.9.           Governing Law;
Venue

     

    (a)           This
Agreement shall be enforced, governed and construed in accordance with the laws
of New York without giving effect to choice of laws principles or conflict of
laws provisions. Any suit, action or proceeding pertaining to this Agreement or
any transaction relating hereto shall be brought to the courts of New York in
New York, United States of America, and the undersigned hereby irrevocably
consents and submits to the jurisdiction of such courts for the purpose of any
such suit, action, or proceeding.  Purchaser acknowledges and agrees
that venue hereunder shall lie exclusively in New York, United States of
America. 


     

    (b)           Purchaser
hereby waives, and agrees not to assert against the Company, or any successor
assignee thereof, by way of motion, as a defense, or otherwise, in any such
suit, action or proceeding, (i) any claim that the Purchaser is not personally
subject to the jurisdiction of the above-named courts, and (ii) to the extent
permitted by applicable law, any claim that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of any such suit, action or
proceeding is improper or that this Agreement may not be enforced in or by such
courts. The pur

     

    3.10.           Headings

     

    Article,
section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.

     

    3.11.           Counterparts

     

    This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Agreement by signing any such counterpart.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    3.12.           Further
Assurances

     

    From and
after the date of this Agreement, upon the request of the Purchaser or the
Company, the Company and the Purchaser shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of the Transaction Documents and the Shares.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to
be executed as of the date first above written.

    


    


    
      
        	 	PIMI AGRO CLEANTECH,
    INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	
                Name: Youval
      Saly

                Title:  CEO

              	 
	 	 	 	 
	 	 	 	 


      



     

    


    [subscriber
signature page follows]


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    


    SUBSCRIBER
SIGNATURE PAGE

    


     

    
      
        	ENTITY
      SUBSCRIBERS SIGN HERE:      	 	 	
                INDIVIDUAL
      SUBSCRIBERS SIGN HERE:

                 

                 

              	 
	
                 

              	 	 	
                 

              	 
	
                Print
      Name of Subscriber    

              	 	 	
                Print
      Name of Subscriber

              	 
	
                 

              	 	 	
                 

              	 
	By: 	 	 	 	 
	Signature	 	 	[name]	 
	
                 

                 

              	 	 	 	 
	Print
      Name and Title of
      Person                                                        

                Signing     

              	 	 	Signature
      of Joint Subscriber ,if any	 
	
                 

                 

              	 	 	 	 
	Taxpayer Identification
    Number 	 	 	Israeli
      I.D. No.	 
	 	 	 	 	 
	Mailing Address:	 	 	 	 
	Residence Address (No P.O. Box
      Numbers):	 	 	 	 


      

    

    
 

    *   *   *   *   *

    
 

    Amount of
shares of Common Stock Subscribed For:

    


    Common
Stock:

    


    Total
Purchase Price: $1.35

    


    Payment
Tendered Herewith:

    


    (Check
One)

    ________
Individual

    ________  Tenants-in-Common

    ________  Joint
tenants with right of survivorship (each must sign)

    ________  Community
Property

    ________  In
Partnership

    ________  As
custodian, trustee or agent for _____________________

    ________  Corporation

     

     

     

     

    13