exhibit_10-1.htm


     

    
      

      

    

    Exhibit 10.1

     

    
      AMENDMENT
TO SECURITIES PURCHASE AGREEMENT

       

      This
AMENDMENT TO A CERTAIN SECURITIES PURCHASE AGREEMENT DATED SEPTEMBER 10, 2009
(this “Amendment”) is made and entered into as of December 23, 2009, (the
"Effective Date") by and between Global Energy, Inc., a Nevada corporation
having an address for the purposes of this Amendment at Moshe Aviv Tower, 46th
floor, 7 Jabotinski Street, Ramat Gan 52520, (the “Company”), and Yuval Ganot
(by himself or a legal entity fully owned by him), having an address at 35 Shaul
Hamelech, Tel-Aviv (the “Investor”).

       

      
        	
                A.

              	
                WHEREAS, the parties
      executed a Securities Purchase Agreement dated September 10, 2009 (the
      "Agreement"); and

              


      

       

      
        	
                B.

              	
                WHEREAS, the parties
      executed an Addendum to the Agreement, dated October 8th,
      2009, postponing the Closing Date to October 25th,
      2009 (the “New Closing Date”); and

              


      

       

      
        	
                C.

              	
                WHEREAS, the parties
      further decided to postpone the New Closing Date, and to set the Closing
      Date as set forth in this Amendment;
and

              


      

       

      
        	
                D.

              	
                WHEREAS, the Parties
      wish to further amend the Agreement, as detailed
  below;

              


      

       

      NOW, THEREFORE, in
consideration of the mutual terms, conditions and other agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto, hereby agree as follows:

       

      
        	
                1.

              	
                DEFINITIONS

              


      

       

      All
capitalized terms not defined in this Amendment shall have the meaning ascribed
to them in the Agreement.

       

      
        	
                2.

              	
                THE
    INVESTOR

              


      

       

      
        	
                 
      

              	
                2.1

              	
                According
      to Section 9.2 of the Agreement, the Investor hereby notifies to the
      Company that the Investor's identity is Noam Elimelech Ltd., an Israeli
      company no. 514040187
      (“Noam Elimelech”). Noam Elimelech is fully owned by Yuval
      Ganot.

              


      

       

      
        	
                 
      

              	
                2.2

              	
                The
      Investor further represents to the Company that all corporate and other
      proceedings required to be undertaken by the Investor (including Noam
      Elimelech) in connection with the transactions contemplated by the
      Agreement have occurred and all documents and instruments incident to such
      proceedings have been properly prepared and executed by the Investor
      (including Noam Elimelech).

              


      

       

      
        	
                 
      

              	
                2.3

              	
                The
      parties hereby agree that the term Investor, as mentioned in the Agreement
      and in this Amendment, shall mean Noam
  Elimelech.

              


      

       

      
        	
                3.

              	
                THE
    CLOSING

              


      

       

      
        	
                 
      

              	
                3.1

              	
                The
      parties hereby declare that until the date hereof the terms of Section 6.7
      of the Agreement (“KDV Demo”) did not occur, and the Company is yet to
      reach an agreement with its material creditors. However, the parties wish
      to proceed with Closing of the Agreement, subject to the
      below.

              


      

       

      
        	
                 
      

              	
                3.2

              	
                The
      Closing Date shall be the Effective Date as defined above. On the Closing
      Date the following shall occur:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Investor shall transfer to the Company's account the second instalment of
      $60,000.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Escrow Agent shall release, by giving an appropriate instructions to the
      First International Bank of Israel, the first instalment of $60,000
      deposited in the Escrow Account to the Company. The parties shall prepare
      and execute, two business days in advance of the Closing Date, an
      irrevocable written notice to the Escrow Agent, instructing him to release
      the first instalment to the Company and the Shares to the Investor (as
      specified in section 3.2(c) below), which shall be delivered to the Escrow
      Agent on the Closing Date.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Escrow Agent shall release 10,800,000 Shares to the
    Investor.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Conditions to Closing on part of the Investor and the Company, as provided
      in Sections 8 and 9 of the Agreement, respectively, shall be fulfilled on
      the part of the Investor and the Company,
  respectively.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      parties will perform all other actions and deliver all such documents, as
      agreed in the Agreement.

              


      

       

      
        	
                4.

              	
                SUBSEQUENT CLOSINGS AND
      TERMINATION BY THE INVESTOR

              


      

       

      
        	
                 
      

              	
                4.1

              	
                Until
      the fulfilment of the conditions set forth in this Section 4.1 (the
      "Conditions"), the Investor shall have the right to terminate the
      Agreement with written notice to the Company, and neither party shall have
      any claim, demand or suit, of any kind, against the other in respect of
      such termination:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Demonstration
      to the Investor of the KDV Demo, in compliance with the terms set forth in
      Section 6.7 of the Agreement (except that the 60 days period indicated in
      Section 6.7 of the Agreement shall not apply);
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Company has reached an agreement with its material creditors, in respect
      of the Company's debt to them, which agreement is acceptable to the
      Investor.

              


      

       

      
        	
                 
      

              	
                4.2

              	
                On
      each Subsequent Closing, the Investor shall pay the applicable portion of
      the Purchase Price ($60,000) directly to the Company (pursuant to the
      details of the Company's account specified in Section 2.3 of the
      Agreement), and the Escrow Agent shall transfer to the Investor 5,400,000
      shares, as contemplated by Section 2 of the Agreement. The parties agree
      that Section 2.3 of the Agreement (except for the details of the Escrow
      Account and the Company's bank account) are no longer applicable to the
      payments of the Purchase Price by the
Investor.

              


      

       

      
        	
                 
      

              	
                4.3

              	
                If
      the Investor terminates the Agreement in accordance with this Section 4,
      the following shall apply:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Investor shall continue to hold all the Shares already transferred to
      Investor from the Escrow Agent, and for which the Purchase Price was fully
      paid and delivered to the Company.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Escrow Agent shall transfer to the Investor 600,000 Shares for each
      portion of the Purchase Price ($60,000) paid by the Investor and delivered
      to the Company under the Agreement by the date of termination (for
      purposes of illustration only, if the Agreement is terminated under this
      Section 4, and by the date of termination the Investor have paid and the
      Company received $240,000, then the Escrow Agent shall transfer to the
      Investor, at no additional cost, 2,400,000 Shares). To avoid any doubt,
      for the purposes of this Section, the first payment delivered to the
      Escrow Agent, will be considered as a payment delivered to the Company and
      received by it.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                The
      remaining Shares held by the Escrow Agent shall be released to the
      Company.

              


      

       

      
        	
                5.

              	
                ORDERS TO ESCROW
      AGENT

              


      

       

      The
parties' signature on this Amendment shall constitute the parties' written
instructions to the Escrow Agent to act in accordance with the said
instructions.

       

      
        	
                6.

              	
                MISCELLANEOUS

              


      

       

      The
Company will reimburse the Investor for all legal fees borne by the Investor in
connection with the investment contemplated by the Agreement.

       

      IN WITNESS WHEREOF, the
undersigned Investor and the Company have caused this Securities Purchase
Agreement to be duly executed as of the date first above written

       

      GLOBAL
ENERY INC

       

      By:
/s/
Asi Shalgi

       

      Name:
Asi Shalgi

       

      Title:
CEO

       

       

      
        	
                 

                INVESTOR:
      NOAM ELIMELECH LTD.

              
	
                 

                By: /s/
      Yuval Ganot

              
	
                 

                Name:
      Yuval Ganot

              
	
                 

                Title:
      CEO

              
	
                 

                 

                I,
      Yuval Ganot, hereby approve the aforementioned in Section
9.2.

                 

                /s/
      Yuval
      Ganot

                Yuval
      Ganot

                 

                Date: December __,
  2009