Exhibit 10.2


 


SHARE
PURCHASE AGREEMENT


 


THIS
SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 29 day of November 2009 (the “Effective
Date”), by and among all the current shareholders of Nano Size Ltd. (the “Company”), as listed in
Schedule 1 attached hereto (each a “Seller” and together the “Sellers”) and
P.V. Nano Cell Ltd. (the "Purchaser").


 


W
I T N E S S E T H:


 


WHEREAS,
the Sellers desire to sell their shares of the Company and all other outstanding securities (including warrants and options) subject
to the terms and conditions of this Agreement; and


 


WHEREAS,
the Purchaser agrees to purchase such shares and other securities of the Sellers; provided that all the shares and securities
of the Company are sold to Purchaser pursuant to the Company's articles of association, all as set-forth herein on the terms and
subject to the conditions set forth in this Agreement.


 


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


 


		1.	Sale of the Shares.




 


		1.1	Subject
                                         to the terms and conditions hereof, the Sellers shall sell to the Purchaser, and the
                                         Purchaser shall purchase from the Sellers such number of shares of the Company of par
                                         value of NIS1.00 per share and all other securities (including options, warrants and
                                         such other rights to purchase shares) as detailed in Schedule 3.7 attached hereto.
                                         Purchaser shall purchase the securities (the “Purchased Shares”) at
                                         the Closing, at an aggregate price for all Purchased Shares of the Sellers, as set forth
                                         in Section 1A below.



 


		1.2	Pursuant
                                         to the Bring-Along provision under the Company's articles of association in the form
                                         attached hereto as Schedule 1.2 (the "Articles"), in the
                                         event shareholders holding more than eighty percent (80%) of the Ordinary Shares of the
                                         Company (calculated on an as-converted basis), execute this Agreement, then, at the Closing
                                         all of the shareholders of the Company will be required, according to the Articles, to
                                         transfer their shares to Purchaser on the same terms and conditions as defined herein.



 


		1A.	Purchase
                                         Price.



 


The
Purchaser shall pay the Sellers the following consideration for the sale of the Purchased Shares ("Purchase Price"):


 


	 	1A.1	Initial Consideration.The initial consideration is US $120,000 (subject
to any adjustments according to the formula below) (the "Initial Consideration") out of which US $30,000 has
been already paid by the Purchaser to the Company pursuant to the MOU, and additional US $30,000 has been already paid by the
Purchaser to the Company pursuant to the MOU on August 31, 2009.




 


It
is agreed that the aforesaid US $60,000 out of the Initial Consideration is held by the Company in trust for the Sellers until
the Closing, and such amount shall be transferred by the Company to the Escrow (as defined below) prior to the Closing and shall
be distributed to the Sellers according to the provisions of Section 2.1 below at or as soon as practical after the Closing.


 






    	 



    	 



    

 


At
the Closing, the Purchaser shall pay to the Sellers, in accordance with Section 1A.4 below, the remaining installment out of the
Initial Consideration (the "Last Installment") calculated according to the following formula:


 


Last
Installment = US $60,000 – (minus) any outstanding debts of the Company, as set forth in Schedule 2.3.4 attached
hereto, that were not paid by the Company prior to the Closing in accordance with Section 2.3.4 below + (plus) any amounts due
to the Company from the Purchaser pursuant to the MOU, that were not paid by the Purchaser prior to the Closing + (plus) any credit
balance in the Company's bank account as of the Closing.


 


	 	1A.2	Additional Consideration.In addition to the Initial Consideration,
the Purchaser shall pay the Sellers, in accordance with Section 1A.4 below, an Additional Consideration (as such term is defined
below) as follows:




 


		1A.2.1	In
                                         this Section 1A the following terms shall have the meaning ascribed to them herein:



 


		(i)	"Affiliate":
                                         of a Party is an entity controlling that Party or controlled by it or under the same
                                         control with it; and "control" means the holding (directly and indirectly)
                                         of more than 50% of either the equity rights or the voting rights, or the right to appoint
                                         the majority of the directors.



 


		(ii)	"Products":
                                         all Company's Products using the Technology (as defined in Section 3.8 below), or any
                                         part thereof.



 


		(iii)	"Sales
                                         Proceeds": shall mean the gross ex-factory invoice price actually received (net
                                         of import/export taxes, customs, duties, VAT, sales taxes, refunds, returns and rebates),
                                         by which the Company or its Affiliates shall sell the Products or otherwise grant any
                                         right of use in the Products to distributors, representatives, agents, and direct sales
                                         to customers (if any).



 


		(iv)	"Consideration
                                         Period": is the period from the first commercial sale of the first Product or
                                         the performance of Sublicense Transaction (as applicable) and until the aggregate Additional
                                         Consideration together with the Initial Consideration reaches US $1,520,000 (including
                                         any sums that were duly off set pursuant to the terms of this Agreement and including
                                         any adjustment made pursuant to Section 1A.1 above to the Initial Consideration).



 


		(v)	"Sublicense
                                         Transaction"- sale, transfer, grant of license or other right or assignment
                                         by the Company of its rights in the Technology (or any part thereof), during the Consideration
                                         Period, to any third party excluding Affiliates of the Company.



 


		(vi)	"Sublicense
                                         Proceeds"- the consideration actually received by the Company or its Affiliates
                                         in the Sublicense Transaction with respect to the Technology (or any part thereof), net
                                         of any direct expenses incurred by the Company and its Affiliates with respect to the
                                         Sublicense Transaction.



 






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		1A.2.2	Sales
                                         Consideration. Subject to the terms of this Agreement, during the Consideration Period
                                         the Purchaser shall pay the Sellers a consideration in an amount equal to 3% of the Sales
                                         Proceeds actually received by the Purchaser ("Sales Consideration ").



 


		1A.2.3	Sublicense
                                         Consideration. Subject to the terms of this Agreement, during the Consideration Period
                                         the Purchaser shall pay the Sellers a consideration in an amount equal to 10% of the
                                         Sublicense Proceeds actually received by the Purchaser ("Sublicense Consideration",
                                         and together with the Sales Consideration – "Additional Consideration").



 


		1A.2.4	The
                                         Sales Consideration and/or the Sublicense Consideration shall be paid by the Purchaser
                                         to the Sellers on a quarterly basis in arrears for such Products and Sublicense Transactions
                                         for which Sales Proceeds and Sublicense Proceeds were actually received by the Company
                                         or an Affiliate during the relevant quarter.



 


		1A.2.5	Within
                                         21 days after the end of each calendar quarter, the Purchaser shall provide to the Escrow
                                         with a report, showing the quantities of Products and Sales Proceeds received by the
                                         Company or its Affiliates during such quarter, and the Sublicense Proceeds received by
                                         the Company or its Affiliates during that quarter, and accordingly, the calculation of
                                         the Sales Consideration and Sublicense Consideration due to the Sellers from the Purchaser
                                         (the "Quarterly Report/s").



 


		1A.2.6	Together
                                         with each Quarterly Report and against the receipt of a tax invoice from the Escrow,
                                         the Purchaser will pay the Escrow the Sales Consideration and\or the Sublicense Consideration
                                         due to the Sellers. The payment of Sales Consideration and\or the Sublicense Consideration
                                         shall be paid to the Escrow by cash or wire transfer, in US dollars or in NIS, calculated
                                         at the last representative exchange rate known on the date of transfer. VAT shall be
                                         added to any payment of Sales Consideration and\or the Sublicense Consideration, according
                                         to any applicable law. Any withholding taxes required by applicable law shall be deducted
                                         by the Escrow, and a copy of a document showing such withholding and payment of the withheld
                                         amount to the tax authorities shall be provided by the Escrow to the Purchaser after
                                         such payment is made.



 


		1A.2.7	If
                                         the Company accepts return of Products for which Sales Consideration have already been
                                         paid by the Purchaser to the Sellers, or grants refunds or rebates for such Products,
                                         the Purchaser shall be entitled to offset the sum of such Sales Consideration against
                                         future Sales Consideration due to the Sellers.



 


		1A.2.8	Within
                                         180 days after each calendar year commencing as of the end of the year in which the Company
                                         has its first commercial sale of Products or the performance of Sublicense Transaction
                                         (as applicable), the Purchaser shall provide the Escrow with a confidential report of
                                         the Company, certified by the Company's auditors, setting forth the Sales Proceeds and
                                         the Sublicense Proceeds received by the Company during the previous calendar year, according
                                         to the Company's financial reports ("Annual Report").



 






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		1A.2.8A	Audit
                                         Rights. Without derogating from the above, the Purchaser shall maintain accurate records
                                         with respect to the sales of Products, the Sales Proceeds, the Sublicense Transactions
                                         and the Sublicense Proceeds. Not more than once a year, the Purchaser shall provide to
                                         the Escrow and/or other auditor designated by the Sellers, at Sellers sole discretion,
                                         sufficient access, during normal business hours, to the Company's and/or to the Purchaser's
                                         (as applicable) facilities, personnel and records relating to the sales of Products,
                                         the Sales Proceeds, the Sublicense Transactions and the Sublicense Proceeds, to verify
                                         the Purchaser’s compliance with its obligation to pay the Sales Consideration and/or
                                         the Sublicense Consideration due to the Sellers. The Escrow or auditor shall execute
                                         a confidentially undertaking towards the Purchaser as customary. The aforesaid audits
                                         shall be conducted at Sellers’ expense. If, as a result of any audit, the auditor
                                         determines that the Purchaser has underpaid the Sellers, the Purchaser shall promptly
                                         pay to the Sellers the delinquent amount, plus annual interest at a rate of 12 month
                                         Libor + 8% calculated from the date the delinquent amount became due until the date of
                                         actual payment to the Sellers. If the audit shows an underpayment, and the Purchaser
                                         contests part or all of the findings, the uncontested part shall be paid without delay
                                         and the contested sums shall be resolved between the auditors of the Purchaser and the
                                         auditor or Escrow on behalf of the Sellers. If the audit discovers an overpayment, the
                                         overpayment shall be deemed on account of future Sales Proceeds, and the Sublicense Proceeds
                                         that become due. If any audit reveals an underpayment, during any audit period, exceeding
                                         10% of the Sales Consideration and/or the Sublicense Consideration due during such period,
                                         the Purchaser shall reimburse the Seller, notwithstanding the above, for the reasonable
                                         costs and expenses of such audit.



 


		1A.2.9	Security.
                                         As security for the payment of the Additional Consideration up to US $1,520,000 in accordance
                                         with this Section 1A, the Purchaser shall create at the Closing, in favor of the Sellers,
                                         a first ranking fixed charge on the Purchased Shares, all as set forth in the Fixed Charge
                                         Deed attached hereto as Schedule 1A.2.9.



 


		1A.2.10	In
                                         the event that during a period of 24 months following the Closing (the "Objective
                                         Period"), the Sellers shall not receive from the Purchaser Sales Consideration
                                         and/or Sublicense Consideration in a cumulative amount of at least US$ 60,000 (including
                                         any sums that were duly off-set pursuant to the terms of this Agreement) ("Minimum
                                         Additional Consideration"), then the Sellers shall be entitled, during a period
                                         of 6 months following the lapse of the Objective Period, to repurchase the Purchased
                                         Shares from the Purchaser, upon the payment of their nominal value.



 


			Notwithstanding
                                         the above it is agreed, that in the event that during the Objective Period, the Sales
                                         Consideration and/or Sublicense Consideration received by the Sellers from the Purchaser
                                         do not reach the Minimum Additional Consideration, the Purchaser shall have the option
                                         to pay to the Sellers, until the termination of the Objective Period, any deficient amount
                                         required in order to reach the Minimum Additional Consideration (the "Deficient
                                         Amount"). In such event, the Deficient Amount shall be off-set from any future
                                         Sales Consideration and/or Sublicense Consideration due to the Sellers.



 






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In
the event in which the Sellers exercise their right to repurchase the Purchased Shares as aforesaid, the Purchaser undertakes
to transfer the Purchased Shares to the Sellers, free and clear of all pledges, debts, security interests and other third party
interests or rights, and the escrow of PGS as set out below in this Section 1A.2.10 shall be terminated.


 


For
the purpose of this Section 1A.2.10, the Purchaser shall deliver to Primes, Shiloh, Givon, Meir – Law Firm (“PGS”)
as an escrow agent at the Closing, a validly executed deed of transfer (without setting the date) with respect to the Purchased
Shares, in the form attached hereto as Schedule 1A.2.10(a). PGS shall act according to the letter of instructions
attached as Schedule 1A.2.10(b) (the "Letter of Instructions"). It is hereby agreed that
the Purchaser and the Sellers (including the representative of the Sellers) may provide a release notice and/or an objection notice
to PGS according to the Letter of Instructions solely with respect to the payment or the non payment of the Minimum Additional
Consideration to the Sellers, as applicable.


 


		1A.3	Emulsions
                                         Technology Consideration. In addition to the Initial Consideration and the Additional
                                         Consideration, the Sellers shall be entitled to receive from the Purchaser net (after
                                         payment of all applicable taxes and expenses incurred by the Company and the Purchaser)
                                         sums actually received by the Company from Nano Em Ltd. in connection with the Emulsion
                                         Technology (as such term is defined below) sold by the Company to Nano Em Ltd. under
                                         the Technology Sale Agreement, dated November 28, 2009 ("Emulsions Technology
                                         Consideration"). Sections 1A.2.5, 1A.2.8 and 1A.2.8A above shall apply also
                                         with respect to the Emulsions Technology Consideration, mutatis mutandis.



 


		1A.4	Without
                                         derogating from the above, it is agreed that the Purchase Price due to Sellers pursuant
                                         to this Section 1A (i.e. the Initial Consideration, the Additional Consideration and
                                         the Emulsions Technology Consideration), as well as the Quarterly Report and the Annual
                                         Report, shall be provided by the Purchaser to the Sellers solely via Adv. Shuky Regev
                                         (the "Escrow"), and not directly. The Escrow shall distribute the Purchase
                                         Price between the Sellers pro-rata with the holdings of each Seller, and shall be responsible
                                         to deduct and pay to the tax authorities any withholding taxes required by applicable
                                         laws.



 


		2.	Closing of Sale and Purchase of the Purchased Shares.




 


		2.1	Closing.
                                         The purchase of the Purchased Shares by the Purchaser shall take place on November 29,
                                         2009, or such other date agreed upon by the Sellers and the Purchaser at 10:00 AM (the
                                         "Closing"). The Closing shall not be later than November 30, 2009 (unless
                                         agreed in writing by the Purchaser). The Closing shall take place at the offices of Primes,
                                         Shiloh, Givon, Meir – Law Firm.



 






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		2.2	Conditions
                                         to Closing:



 


		2.2.1	The
                                         Sellers and the Purchaser received the Company's Board of Directors’ resolution
                                         by a unanimous written consent, attached hereto as Schedule 2.2.1, approving
                                         the sale and transfer of the Purchased Shares from the Sellers to the Purchaser.



 


		2.2.2	All
                                         Eligible Shareholders, as defined in the Articles, have waived their rights of first
                                         refusal in connection with the transaction contemplated in this Agreement.



 


		2.2.3	Prior
                                         to the Closing, the Company's Board of Directors shall have issued a notice to all the
                                         shareholders of the Company, in the form attached as Schedule 2.2.3 hereto,
                                         notifying the shareholders of the sale of the Purchased Shares by the Sellers to the
                                         Purchaser.



 


	 	2.3	Transactions at the Closing.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:




 


		2.3.1	The
                                         Purchaser shall transfer to the Sellers, in accordance with Section 1A.4 above, the Last
                                         Installment, in accordance with Section 1A above;



 


		2.3.2	Each
                                         Seller shall deliver to the Purchaser: (i) the original share certificates representing
                                         its respective Purchased Shares if any (or applicable affidavits of lost certificates
                                         in the absence thereof); and (ii) validly executed Deed of Transfer in respect of its
                                         respective Purchased Shares in the form attached hereto as Schedule 2.3.2;



 


		2.3.3	All
                                         directors appointed to the Board of Directors of the Company, shall deliver a resignation
                                         letter in a form attached hereto as Schedule 2.3.3.



 


		2.3.4	Company
                                         shall pay all debts detailed in Schedule 2.3.4 attached hereto; or alternatively
                                         reserve such amounts in the Company’s bank account at the Closing.



 


		2.3.5	A
                                         compliance certificate, in the form attached hereto as Schedule 2.3.5,
                                         dated as of the Closing and signed by the Company’s Chief Executive Officer, stating
                                         that: (i) except as set forth in Schedule 2.3.5(i), there have not been
                                         and there are no legal or administrative actions, suits, proceedings or investigations
                                         nor to the Company’s knowledge pending or threatened against the Company, or any
                                         such proceedings which are related in any material way to the Company or to the Company’s
                                         business, its assets and properties or against any of the Company’s employees,
                                         officers, shareholders or directors in their capacity as such, and the Company is not
                                         aware of any fact which may result in any such proceedings; (ii) except for the securities
                                         held by the Sellers and specified in the Capitalization Table in Schedule 3.7
                                         below, there are no securities issued or promised to be issued by the Company that have
                                         not been cancelled in accordance with Section 2.3.7 below; (iii) the bank account balance
                                         as of the Closing is positive and is sufficient to cover the debts set out in Schedule
                                         2.3.4, as far as such debts were not paid by the Company as set forth in Section
                                         2.3.4 above; (iv) all needed corporate actions and transactions made at the Closing on
                                         behalf of the Company have been fulfilled.



 






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		2.3.6	The
                                         Sellers shall establish their engagement with the Escrow, including letters of instructions
                                         to comply with the undertakings attributed to the Escrow in this Agreement. Such documents
                                         to be attached as Schedule 2.3.6. The Escrow shall also serve on behalf
                                         of the Company solely with respect to any withholding obligations.



 


		2.3.7	The
                                         Sellers and the Purchaser shall receive a Resolution of the Board cancelling all options
                                         exercisable into ordinary shares of the Company that were previously granted to Company's
                                         employees, consultants and services providers. Such resolution shall also include (i)
                                         the cancellation of all share certificates, if any; (ii) the registration of the transfer
                                         of all the Purchased Shares in the name of the Purchaser; and (iii) the issuance to the
                                         Purchaser of a share certificate representing all the Purchased Shares, all such actions
                                         to take place at the Closing. Such resolution to be attached hereto as Schedule 2.2.1.



 


		2.3.8	The
                                         Company shall cancel all pledges registered at the Companies Registrar (excluding one
                                         pledge registered with respect to one remaining leased car) and in any other applicable
                                         registry, all as set forth in the extract of the Company's Registrar attached hereto
                                         as Schedule 2.3.8.



 


		2.3.9	The
                                         Company shall receive all third parties approvals needed with respect to the sale of
                                         the Purchased Shares by the Sellers to the Purchaser, all as set forth in Schedule
                                         2.3.9 attached hereto.



 


		2.3.10	The
                                         Sellers and the Company shall terminate the shareholders agreement and any other agreement
                                         between the shareholders pertaining to their holdings in the Company. Such termination
                                         letter to be attached as Schedule 2.3.10
	 	 	 
	 	2.3.11	The Sellers shall cause the Company to provide the Purchaser with a share Certificate representing all the Purchased Shares in
a form attached hereto as Schedule 2.3.11.
	 	 	 
	 	2.3.12	 The Sellers shall cause the Company to provide the Purchaser with an updated Share Registry reflecting the sale and purchase of
the Purchased Shares in the form attached hereto as Schedule 2.3.12.



  


		2.3.13	The
                                         Purchaser and the Sellers shall sign the Fixed Charge Debenture and take any action required
                                         in order to carry out the creation of the first ranking fixed charge in favor of the
                                         Sellers, as set forth in Section 1A.2.9 above.



 


		2.4	Promptly
                                         following the Closing, the Company shall file to the Registrar of Companies a notice
                                         with respect to the transfer of the Purchased Shares from the Sellers to the Purchaser.



 


		3.	Representations and Warranties of the Sellers. 




 


Each
Seller represents and warrants to the Purchaser with respect to itself only, that at the Closing and the signing of this Agreement:


 


		3.1	The
                                         Purchased Shares. Currently and throughout the period until and at the Closing, the
                                         Purchased Shares shall be free, clear of all pledges, debts, security interests and other
                                         third party interests or rights, except for the first ranking fixed charge that will
                                         be created at the Closing in favor of the Sellers, in accordance with Section 1A.2.9
                                         above.



 






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		3.2	Entire
                                         Holdings. The shares as set out in Schedule 3.7, being sold by each Seller
                                         are the only securities the Seller has in the Company and such Seller has no additional
                                         rights to purchase or receive shares, options, warrants or other convertible securities
                                         from the Company.



 


		3.3	Litigation.
                                         To the Sellers' actual knowledge without making any investigation, except as set forth
                                         in Schedule 2.3.5(i), there have not been and there are no legal or administrative
                                         actions, suits, proceedings or investigations pending or threatened against the Company,
                                         the Sellers or against any of the Company’s employees, officers or directors in
                                         their capacity as such.



 


		3.4	No
                                         claims. The Seller has no claims, demands or rights of whatever nature against the
                                         Company, its officers or directors and the Seller hereby waives any such claims, demands
                                         or rights to the extent existing. Each Seller, for itself, its predecessors, heirs, executors,
                                         administrators, assigns, and successors, hereby confirms that the Company does not have
                                         any debt towards him.



 


		3.5	Economic
                                         Value and Tax implications. The Seller is capable and fully understands the economic
                                         value of selling the Purchased Shares pursuant to the terms of this Agreement and shall
                                         have no rights if in the future the Company’s valuation is considerably higher
                                         than the valuation reflected in this Agreement. The Seller agrees that all tax implications
                                         arising out of the sale of its Purchased Shares, and/or receipt of any other sums pursuant
                                         to this Agreement shall be borne by the Seller alone.



 


		3.6	Authorization.
                                         All acts and conditions required by law or agreement on the part of the Seller necessary
                                         for the authorization, execution and delivery of this Agreement and the transactions
                                         contemplated herein, and the performance of all obligations of the Seller hereunder,
                                         have been duly performed and obtained and this Agreement constitutes a valid and legally
                                         binding obligation of the Seller, enforceable in accordance with its terms.



 


		3.7	Capitalization.
                                         To the Sellers' best knowledge, the capitalization table attached hereto as Schedule
                                         3.7 (the “Capitalization Table”) sets forth the Company’s
                                         issued and paid-up share capital, the beneficial and registered holders thereof, and
                                         their respective percentage holdings in the Company - all as of the date hereof and immediately
                                         prior to the Closing.



 


		3.8	Technology.
                                         To the Sellers' best knowledge, the Company has developed and is the sole owner of the
                                         intellectual property rights in the technology as set forth in Schedule 3.8
                                         attached hereto (“Technology”) and has the capability, know-how,
                                         equipment, infrastructure and arrangements for the production of dispersion of silver
                                         nano particles and other products. For the avoidance of doubt it is hereby clarified
                                         that any intellectual property, know-how or other rights that the Company has in connection
                                         with the production of emulsions in ultrasound technology (the "Emulsions Technology"),
                                         shall not constitute a part of the Technology and shall be therein excluded. To the Sellers'
                                         best knowledge, (i) the Company's representations with respect to the Emulsions Technology,
                                         as set forth in the Technology Sale Agreement between the Company and Nano Em Ltd., dated
                                         November 28, 2009, are true and correct in all material respects; and (ii) as part of
                                         such Technology Sale Agreement there are no patents or patents applications of the Company,
                                         whether registered or pending, assigned or transferred from the Company to Nano Em Ltd.



 





		3.9	Company's
                                         Debts. To the Sellers' best knowledge, the content of Schedule 2.3.4 is true,
                                         correct and not misleading in any material way or manner.


 






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		4.	Reserved.
		 	 
		5.	Representations
and Warranties of the Purchaser. 



 


The
Purchaser hereby represents and warrants to the Seller as follows:


 


		5.1	Authorization.
                                         All acts and conditions required by law or agreement on the part of the Purchaser necessary
                                         for the authorization, execution and delivery of this Agreement and the transactions
                                         contemplated herein, and the performance of all obligations of the Purchaser hereunder,
                                         have been duly performed and obtained and this Agreement constitutes a valid and legally
                                         binding obligation of the Purchaser, enforceable in accordance with its terms.



 


		5.1A	Disclosure
                                         of Information. Without derogating from the representations of the Sellers
                                         set out above, Purchaser confirms and warrants that it has received and reviewed information
                                         about the Company, and has had an opportunity to discuss the Company’s business,
                                         management and financial affairs with its management. The Purchaser has conducted an
                                         independent due diligence examination (including legal, financial and technological examination)
                                         of the information and materials relating to the Company and/or the Purchased Shares,
                                         as the Purchaser and its advisors deemed necessary. In addition, the Purchaser used and
                                         examined the Technology in the Company’s facilities, and found it appropriate to
                                         its business needs.



 


		5.2	Shares
                                         Purchased “As Is”. Except for the representations and warranties set
                                         forth in Sections 3 hereof or otherwise expressly set out herein, Purchaser agrees that
                                         the Purchased Shares are being purchased “As Is” without warranties or representations
                                         of any kind with respect to the Company’s assets, liabilities, business, or operations.



 


		5.3	Going
                                         Concern. Purchaser represents that following the Closing the Purchaser shall use
                                         reasonable commercial efforts to keep active the Company's business operation and to
                                         sell the Company’s Products (as such term is defined above) for a period of at
                                         least 2 years, and the Purchaser estimates (based on Company statements) that it shall
                                         be required to finance the Company's activities in an amount of at least US$900,000 per
                                         each year. Without derogating from the above, it is clarified that there is no certainty
                                         and no covenant by the Purchaser that the Company shall be successful and that Additional
                                         Consideration shall become due.



 


		5.4	OCS.
                                         Purchaser is aware that the Office of the Chief Scientist of the Ministry of Industry,
                                         Trade and Labor of Israel (“OCS”), has throughout the years, provided
                                         the Company with approximately US $___________ for funding of certain research and development
                                         projects of the Company's Technology and that the Company is subject to the provisions
                                         of The Encouragement of Research and Development in Industry Law 5744-1984 (the "R&D
                                         Law"). Purchaser is aware that the Company is required to pay royalties for
                                         products developed with the aid of the OCS, and undertakes to cause the Company to pay
                                         such royalties as required. The Purchaser is also aware of additional restrictions and
                                         undertakings towards the OCS including restrictions concerning the transfer of technologies
                                         outside of Israel, and Purchaser undertakes to comply with any of such restrictions,
                                         obligations and undertakings according to the provisions of the R&D Law.



 






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		5.5	Tami
                                         Imi R&D Institute Ltd. (“Tami”). Without derogating from other
                                         undertakings or agreements that the Company may be subject to, Purchaser is aware of
                                         the memorandum of understanding signed between the Company and Tami on December 14, 2005
                                         as an on-going obligation of the Company.



 


		5.6	Nano
                                         Em License Agreement & Technology Sale Agreement. Purchaser is aware of the Nano
                                         Em License Agreement, in which Nano Em Ltd. was originally granted by the Company a license
                                         to use the Emulsions Technology. Purchaser acknowledges that following the sale of the
                                         Emulsions Technology to Nano Em Ltd., including ,inter alia, the assignment to
                                         Nano Em Ltd of all rights and/or obligations towards the OCS in connection with the Emulsions
                                         Technology (if such rights and/or obligations are exist), and the cancellation of Nano
                                         Em License Agreement, the Company shall not have any rights in connection with the Emulsions
                                         Technology and or the Nano Em License Agreement, and Purchaser hereby waives any claim,
                                         demand or other right that it may have with respect thereto.



 


		5.7	Financing.
                                         Purchaser has, or will have sufficient cash, available lines of credit or other sources
                                         of immediately available funds to enable it to make payment of the Purchase Price and
                                         any other amounts to be paid by it hereunder.



 


		6.	Covenants
by the Purchaser and the Sellers




 


		6.1	Ordinary
                                         Course. From the date of the MOU and until the Closing, the Sellers have and shall
                                         continue to cause the Company to act in the ordinary course and to not assume new obligations,
                                         except as required for minimal day to day operations and except for such actions as are
                                         necessary to fulfill the conditions as provided in Section 2.3.4 above.



 


		6.2	Transition.
                                         At the Closing, the Sellers shall cause the Company to designate a representative, that
                                         together with a representative of the of the Purchaser shall effect a full and effective
                                         transfer of relevant details, for example keys and codes/passwords for the operation
                                         of the alarm and the computers in the Company's facilities, introduction with the lessor
                                         and the relevant contacts in the bank, etc..



 


		6.3	Full
                                         Cooperation. Each of the Sellers and Purchaser shall fully cooperate with each other,
                                         sign and execute any reasonably needed document, instrument or agreement in a timely
                                         manner and take all such reasonable measures to bring about the Closing without delay.



 


		6.4	One
                                         Representative. Each Seller represents and warrants that the Escrow is its sole and
                                         exclusive representative with respect to the receipt of the Purchase Price pursuant to
                                         this Agreement from the Purchaser and the distribution of the Purchase Price between
                                         the Sellers and/or in connection with the receipt of the Quarterly Reports and the Annual
                                         Reports. It is specifically agreed that payment of any sums to the Escrow shall be deemed
                                         due payment of such sums to the Sellers.



 






    	10



    	 



    

 


		6.5	Confidentiality.
                                         Each Seller, shall maintain the confidentiality of the Company information and not disclose
                                         it to any person or entity, nor use it. These undertakings shall apply for a period of
                                         five (5) years from the Effective Date.



 


		6.6	Compete:
                                         Each Seller undertakes that it and/or any of its Affiliate (as such term is defined in
                                         section 1A.2.1 above) shall not directly compete or assist others to compete, with the
                                         Technology of the Company during the shorter period between the Consideration Period
                                         or a period of four (4) years as of the Closing.



 


		7.	Reserved.




 


		8.	Indemnification;
                                         Limitation of Liability.



 


		8.1	Indemnification
                                         by each Seller. Each Seller, shall severally and not jointly be liable for and shall
                                         indemnify and hold the Purchaser harmless from and against all claims, actions, damages,
                                         costs, expenses and liabilities (including reasonable attorneys’ fees incident
                                         to the foregoing) (collectively referred to as “Damages”) actually
                                         incurred by the Purchaser and resulting from or arising out of:



 


		8.1.1	the
                                         failure of the representations and warranties of the Seller contained in Sections 3 of
                                         the Agreement to have been true at the Closing;



		8.1.2	the
                                         failure of the Seller to comply in all material respects with any of the Seller’s
                                         covenants contained in the Agreement, specifically as set out in Section 6.3, 6.4, 6.5
                                         and 6.6;



Indemnification
by off-set. Any indemnification by the Sellers pursuant to this Section 8.1 may be made by way of off-set by the Purchaser,
from any Additional Consideration due to the Sellers under this Agreement, all subject to Section 8.7 below.


 


Indemnification
Limitations. Notwithstanding anything to the contrary contained in this Agreement, (i) the Purchaser shall not be entitled
to seek indemnification from the Sellers unless and until the Damages sought by the Purchaser exceeds $US10,000, and if the Damages
exceed said amount the indemnification shall be made from the first dollar; and (ii) each Seller shall not be obligated to pay
any indemnification in the aggregate in excess of its pro-rata share of the Initial Consideration; (iii) no claim shall be brought
against the Sellers after the lapse of 24 months following the Closing, except for a claim, based on third parties' claim that
the Emulsions Technology infringes such third parties' intellectual property rights, that can not be brought against the Sellers
after the lapse of 36 months following the Closing.





		8.2	Indemnification
                                         by the Purchaser. The Purchaser shall be liable for and shall indemnify and hold
                                         the Sellers harmless from and against all Damages resulting from or arising out of:



 


		8.2.1	the
                                         failure of the representations and warranties of the Purchaser contained in Section 5
                                         of the Agreement to have been true at the Closing;
	 	 	 
		8.2.2	the
                                         failure of the Purchaser to comply in all material respects with any of the Purchaser’s
                                         covenants contained in the Agreement, specifically as set out in Section 6.3 and the
                                         obligation to pay any part of the Purchase Price when due;



 






    	11



    	 



    

 


Indemnification
Limitations. Notwithstanding anything to the contrary contained in this Agreement, (i) the Sellers shall not be entitled to
seek indemnification from the Purchaser unless and until the Damages sought by the Sellers exceeds $US10,000, and if the Damages
exceed said amount the indemnification shall be made from the first dollar. Notwithstanding the aforesaid, the above limitation
shall not apply to Damages resulting from the failure of the Purchaser to comply with its obligation to pay any part of the Purchase
Price when due; (ii) The Purchaser shall not be obligated to pay any indemnification to all the Sellers in the aggregate in excess
of the then unpaid and outstanding balance out of the Purchase Price; and (iii) no claim shall be brought against the Purchaser
after the lapse of 12 months following the termination of the Consideration Period.


 


Notwithstanding
the aforesaid, none of the limitations set forth in this Section 8.2 shall apply to Damages caused to the Sellers as a result
of third parties' claims.


 


		8.3	Conditions
                                         to Indemnification. The obligations to defend and indemnify a party against third
                                         party claims provided under Sections 8.1 and 8.2 above shall apply only if (i) the
                                         party requesting the indemnity (the “Indemnified Party”) promptly
                                         notifies the party obligated to provide the indemnity (“Indemnifying Party”)
                                         in writing of any claim; (ii) the Indemnified Party provides the Indemnifying Party
                                         with all reasonable assistance and information requested by the Indemnifying Party, at
                                         the Indemnifying Party’s expense, for the defense and settlement of any claim;
                                         and (iii) the Indemnified Party provides the Indemnifying Party with the exclusive
                                         right to control and the authority to defend and settle any claim, provided that the
                                         Indemnifying Party will not enter into any settlement that adversely affects the Indemnified
                                         Party’s rights or interest without the Indemnified Party’s prior written
                                         approval, which shall not be unreasonably withheld or delayed.



		8.4	LIMITATION
                                         OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
                                         FOR SPECIAL, INDIRECT, INCIDENTAL, LOST PROFIT, TORT OR CONSEQUENTIAL DAMAGES OR PUNITIVE
                                         DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM. 
	 	 	 
		8.5	The
                                         indemnification provisions of Sections 8 shall be the sole and exclusive remedy of each
                                         of the Parties against any Damages arising from, or in connection with, this Agreement,
                                         except in the case of fraud, willful breach or intentional misrepresentation.



 


		9.	Miscellaneous




 


		9.1	The
                                         Preamble to this Agreement and any schedule attached hereto shall be deemed an integral
                                         part hereof.



 


		9.2	Governing
                                         Law; Jurisdiction. This Agreement shall be governed by and construed according to
                                         the laws of the State of Israel. Any dispute arising under or in relation to this Agreement
                                         shall be governed by and construed according to the laws of the State of Israel and exclusively
                                         resolved by the courts of the city of Tel Aviv, and each of the parties hereby submits
                                         irrevocably to such jurisdiction.



 






    	12



    	 



    

 


		9.3	Entire
                                         Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute
                                         the full and entire understanding and agreement between the parties with regard to the
                                         subject matters hereof and thereof and terminates and cancels any prior agreement or
                                         understanding between the Parties, including the Terms Sheet signed between the parties
                                         on April 10, 2009 and amended on June 29, 2009. Any term of this Agreement may be amended
                                         and the observance of any term hereof may be waived (either prospectively or retroactively
                                         and either generally or in a particular instance) only with the written consent of the
                                         parties to this Agreement.



 


		9.4	Notices,
                                         etc. All notices and other communications required or permitted hereunder to be given
                                         to a party to this Agreement shall be in writing by registered mail, faxed, e-mailed,
                                         or otherwise delivered by hand or by messenger, addressed to such party's address as
                                         set forth below or at such other address as the party shall have furnished to each other
                                         party in writing in accordance with this provision. If sent by fax, e-mail or delivered
                                         by hand or messenger, the notice shall be deemed to have been delivered on the next business
                                         day after transmission, if sent by registered mail, the notice shall be deemed to have
                                         been delivered on the 3rd business day after it was sent by mail.



 


If
to the Purchaser to:


 


	 	P.V
        Nanocell Ltd.

        7
        Bialik St., Zichron Ya’akov, Israel

         
	With
        a copy to:





        Galia
        Amir Cheyne, Adv.

        Primes,
        Shiloh, Givon, Meir – Law Firm

        16
        Derech Hayam, Haifa 34741, Israel



 


If
to the Sellers:


 


	 	C/O
        Escrow

        Adv.
        Shuky regev

        45
        Reines st. Tel-Aviv 64597, Israel
	With
        a copy to:





        Inbal
        Sustiel, Adv.

        Furth,
        Wilensky, Mizrachi, Knaani – Law Offices

        1
        Azrieli Center, Tel Aviv 67021, Israel



 


			or
                                         such other address with respect to the Escrow or the Purchaser as they shall notify in
                                         writing.



 


		9.5	Delays
                                         or Omissions. 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 theretofore 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. All remedies, either under this Agreement
                                         or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative.



 


		9.6	Expenses.
                                         The Sellers and the Purchaser shall each bear its own expenses with respect to this
                                         agreement including due diligence costs by the Purchaser, setting up the Escrow by the
                                         Sellers, etc.



 


		9.7	Counterparts.
                                         This Agreement may be executed in any number of facsimile 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.



 






    	13



    	 



    

 


IN
WITNESS WHEREOF, each of the parties has signed this Share Purchase Agreement as of the date first hereinabove set forth.


 


The
Purchaser:


 


	/S/ Dr. Fernando de la Vega	 
		 	 
	P.V. Nanocell Ltd.


	 
	 	 
	By:
    	Dr.
Fernando de la Vega
	 
	Name: 
	 	 
	Title:
    	CEO	 


 






    	14



    	 



    

 


[Share
Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Yuval Eitan
	 
	Signed
        by:

        Yuval
        Bitan, Manager, A.M.S Investments and Holdings LTD
	 
	511005183	 


 


	Address:	 	 
	Name
    of Addressee:	SIH
    Investments and Holdings LTD	 
	Attention
    of:	Yuval
    Eitan	 
	Address:	31
    Habarzel St. TLV	 
	 	 	 
	 	 	 
	 	 	 
	Tel:	+972-3
    -6474006	 
	Fax:
    	+972-3-6474196	 
	E-mail:
        reesimex@netvision.net.il


 




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[Share
Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Y.L.A.M. Duivenvoorde
	 
	Signed
        by:

        MR.
        Y.L.A.M. Duivenvoorde
	 
	 	 


 


	Address:	 	 
	Name
    of Addressee:	Duma
    Corporate Services B.V.	 
	Attention
    of:	 	 
	Address:	Postbus
    71389	 
	 	1008
    BJ Amsterdam	 
	 	 	 
	 	 	 
	Tel:	+267-7132478	 
	Fax:
    	 	 
	E-mail:
    


 




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[Share
Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Serge Fass
	 
	Signed
        by:

        Serge
        Fass
	 
	 	 


 


	Address:	 	 
	Name
    of Addressee:	 	 
	Attention
    of:	 	 
	Address:	21766
    Phakalane, Gaborone	 
	 	Botswana	 
	 	 	 
	 	 	 
	Tel:	 	 
	Fax:
    	 	 
	E-mail:
        Serge.Fass@gmail.com


 




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[Share
Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Eliav Illan
	 
	Signed
        by:

        Eliav
        Illan, chairman of Katmag
	 
	054523980	 


 


	Address:	 	 
	Name
    of Addressee:	אליאב אילן



	 
	Attention
    of:	קמת"ג



	 
	Address:	קיבוץ מעלות



	 
	 	ד.נ. מנשה



	 
	 	37855	 
	 	 	 
	Tel:	+972-04-6375558	 
	Fax:
    	+972-04-6375557	 
	E-mail:    
    eliava@maanit.org.il


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Yohanan Flishman
	 
	Signed
        by:

        Yohanan
        Flishman
	 
	030573091	 


 


	Address:	 	 
	Name
    of Addressee:	 	 
	Attention
    of:	 	 
	Address:	Povarski
    st. 3	 
	 	Bnei
    Brak	 
	 	 	 
	 	 	 
	Tel:	+972-03-5705825	 
	Fax:
    	 	 
	E-mail:    
    Yfo603@012.net.il


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Evgeny Markhasin
	 
	Signed
        by:

        Evgeny
        Markhasin P.H.D.
	 
	307467639	 


 


	Address:	 	 
	Name
    of Addressee:	Evgeny
    Markhasin	 
	Attention
    of:	 	 
	Address:	Tidhar
    st. 12/12	 
	 	Migdal
    Haemek	 
	 	23046
    Israel	 
	 	 	 
	Tel:	+972-04-6440987	 
	Fax:
    	+972-04-6440987	 
	E-mail:    
    marhasines@gmail.com


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Victor Pecker
	 
	Signed
        by:

        Victor
        Pecker
	 
	306653536	 


 


	Address:	 	 
	Name
    of Addressee:	Victor
    Pecker	 
	Attention
    of:	 	 
	Address:	100
    Sierra Vista #203	 
	 	Mountain
    view	 
	 	CA
    94043	 
	 	USA	 
	Tel:	+650-691-0867	 
	Fax:
    	 	 
	E-mail:
        vicpecker@gmail.com


 




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[Share
Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Juri Melnik
	 
	Signed
        by:

        Juri
        Melnik
	 
	316996024	 


 


	Address:	 	 
	Name
    of Addressee:	Juri
    Melnik	 
	Attention
    of:	Juri
    Melnik	 
	Address:	#
    116, 5520 Riverbend Rd.	 
	 	Edmonton,
    AB, T6H 5G9	 
	 	Canada	 
	 	 	 
	Tel:	1-780-4864560	 
	Fax:
    	 	 
	E-mail:    
    yurimelnik@yahoo.com


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Marina Grintsov
	 
	Signed
        by:

        Marina
        Grintsov
	 
	316996065	 


 


	Address:	 	 
	Name
    of Addressee:	Marina
    Grintsov	 
	Attention
    of:	Marina
    Grintsov	 
	Address:	#
    116, 5520 Riverbend Rd.	 
	 	Edmonton,
    AB, T6H 5G9	 
	 	Canada	 
	 	 	 
	Tel:	1-780-4864560	 
	Fax:
    	 	 
	E-mail:    
    yurimelnik@yahoo.com


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Benjamin Kahn
	 
	Signed
        by:

        Benjamin
        Kahn
	 
	26036277	 


 


	Address:	 	 
	Name
    of Addressee:	 	 
	Attention
    of:	 	 
	Address:	Aba
    Hillel 16	 
	 	Ramat
    Gan	 
	 	 	 
	 	 	 
	Tel:	+972-03-5762726	 
	Fax:
    	 	 
	E-mail:    
    benzi@bkholding.com


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Yues Nasan
	 
	Signed
        by:

        Yues
        Nasan - director
	 
	Belgian
    Passport 083098	 


 


	Address:	 	 
	Name
    of Addressee:	De
    Keyseelei 5 bus 59 - ICT NV	 
	Attention
    of:	______
    Alasan	 
	Address:	Antwerp
    2018	 
	 	Belgium	 
	 	 	 
	 	 	 
	Tel:	+32-3-2069020	 
	Fax:
    	+32-3-2332680	 
	E-mail:    
    ict@ictnv.com


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Daniel Mazin Mor
	 
	Signed
        by:

        Daniel
        Mazin Mor
	 
	AB505589	 


 


	Address:	 	 
	Name
    of Addressee:	Daniel
    Mazin Mor	 
	Attention
    of:	 	 
	Address:	C/Velazquez
    15, 5 izda	 
	 	28001
    Madrid	 
	 	Spain	 
	 	 	 
	Tel:	+34-91-4320720	 
	Fax:
    	+34-91-4314239	 
	E-mail:    
    dmazin@dazia.com


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Shmuel Weissberger
	 
	Signed
        by:

        Shmuel
        Weissberger
	 
	51511160	 


 


	Address:	 	 
	Name
    of Addressee:	Shmuel
    Weissberger	 
	Attention
    of:	 	 
	Address:	Gott
        Levin 30/18

        Haifa
        32922
	 
	 	 	 
	 	 	 
	 	 	 
	Tel:	+972-04-8230382	 
	Fax:
    	+972-04-8230382	 
	E-mail:    
    Inbalw86@gmail.com


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Mario Horacio Birnbaum
	 
	Signed
        by:

        Mario
        Horacio Birnbaum - Chairman
	 
	11068566N	 


 


	Address:	 	 
	Name
    of Addressee:	BEC
    BUSINESS ENTERPRICES CORPORATION	 
	Attention
    of:	MARIO
    HORACIO BIRNBAUM	 
	Address:	27
    DE FEBRERO #329	 
	 	TORRE
    ELITE	 
	 	SUITE
    #701	 
	 	SANTO
        DOMINGO

        DOMINICAN
        REPUBLIC
	 
	 	 	 
	Tel:	+809-472-6489	 
	Fax:
    	+809-683-5658	 
	E-mail:    
    mario@bec-holdings.com


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Tzahi Berezovsky
	 
	Signed
        by:

        Tzahi
        Berezovsky
	 
	 	 


 


	Address:	 	 
	Name
    of Addressee:	Intes
    Ltd.	 
	Attention
    of:	 	 
	Address:	36
    Magac	 
	 	Savyon	 
	 	Israel	 
	 	 	 
	Tel:	+972-03-5342637	 
	Fax:
    	 	 
	E-mail:
        


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
        Michael Sharan
	 
	Signed
        by:

        Michael
        Sharan
	 
	010142529	 


 


	Address:	 	 
	Name
    of Addressee:	Tabor
    Eng. Equlp. Co. ltd	 
	Attention
    of:	 	 
	Address:	POB
    292	 
	 	Haifa
    31002	 
	 	Israel	 
	 	 	 
	Tel:	+972-052-3202303	 
	Fax:
    	 	 
	E-mail:    
    Msharan@dagon.co.il


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
	 
	Signed
        by:

         
	 
	 	 


 


	Address:	 	 
	Name
    of Addressee:	Systech
    Worldwide Ltd.	 
	Attention
    of:	 	 
	Address:	Bvi
    429295	 
	 	P.O.Box
    3152	 
	 	Road
    Town Tortula	 
	 	 	 
	Tel:	 	 
	Fax:
    	 	 
	E-mail:
        


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/ 
	 
	Signed
        by:

         
	 
	 	 


 


	Address:	 	 
	Name
    of Addressee:	Software
    Holdings	 
	Attention
    of:	 	 
	Address:	Panama
    City 7498	 
	 	Comusa
    Building ave.	 
	 	Samuel
    Levis	 
	 	Panama
    City, Panama	 
	Tel:	 	 
	Fax:
    	 	 
	E-mail:
    


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
	 
	Signed
        by:

         
	 
	 	 


 


	Address:	 	 
	Name
    of Addressee:	Saray
    Offshore	 
	Attention
    of:	 	 
	Address:	BVI
    P.O.Box 3152	 
	 	Road
    Town	 
	 	Tortola	 
	 	 	 
	Tel:	 	 
	Fax:
    	 	 
	E-mail:
        


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
	 
	Signed
        by:

         
	 
	 	 


 


	Address:	 	 
	Name
    of Addressee:	Fieldway
    International	 
	Attention
    of:	 	 
	Address:	BVI
    511900	 
	 	P.O.Box
    3136	 
	 	Road
        Town

        Tortola
        BVI
	 
	 	 	 
	Tel:	 	 
	Fax:
    	 	 
	E-mail:
    


 




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Purchase Agreement – Sellers signature page]


 


The
Seller:


 


	By
        (signature):

        /S/
	 
	Signed
        by:

         
	 
	 	 


 


	Address:	 	 
	Name
    of Addressee:	RTCOM
    Investments Ltd.	 
	Attention
    of:	 	 
	Address:	BVI
    481129	 
	 	P.O.Box
    3136	 
	 	Road
    Town	 
	 	Tortola	 
	 	 	 
	Tel:	 	 
	Fax:
    	 	 
	E-mail:
    


 




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[Share
Purchase Agreement – Sellers signature page]


 


The
Seller:





 


	By
                                         (signature):

        /S/
        Yasuhiro Asada
	 
	Signed
                                         by:

        Yasuhiro
        Asada - Senior Executive Managing Director
	 
	 	 


 


	Address:	 	 
	Name
    of Addressee:	Yasuhiro
    Asada	 
	Attention
    of:	Shima
    Trading co., Ltd.	 
	Address:	12-14
    Ginza z-chome	 
	 	Chvo-kv
    Tokyo	 
	 	Japan	 
	 	 	 
	Tel:	+81-3-3542-3111	 
	Fax:
    	+81-36-3546-3955	 
	E-mail:    
    y-asada@shima-tra.co.il	 


 


 


 


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