EXHIBIT 10.1 - EXCHANGE AGREEMENT
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT ("AGREEMENT") is made and entered as of this 4th day of
October, 2004 by and among:
(1) ACTIVEPOINT LTD., a company incorporated in Israel, Co. no. 51-255867-7,
having its registered offices at 20 Giborei Israel Street, Poleg
Industrial Zone, Netanya South 42504, Israel ("ACTIVEPOINT"); and
(2) WWAP, INC. a company incorporated in Delaware, having its registered
office, at 331 Madison Avenue, 8th Floor, New York, New York 10017
("WWAP"); and
(3) Each of the persons and entities listed in EXHIBIT A, attached hereto (the
"SHAREHOLDERS").
WHEREAS: The Board of Directors of ActivePoint has resolved to effect a
reorganization pursuant to which ActivePoint shall become a
subsidiary of WWAP, and the Shareholders shall exchange their
securities in ActivePoint for similar and comparable securities of
WWAP; and,
WHEREAS: The reorganization is intended, INTER-ALIA, to increase the
organization's presence in the American market both for customers
and potential partners, improve the organization's ability to
recruit employees and to facilitate future funding for WWAP; and,
WHEREAS: The Shareholders wish to transfer and assign all of their respective
securities of ActivePoint in exchange for securities of the same
class and having similar rights in WWAP (the "EXCHANGE");
NOW, THEREFORE, in consideration of the agreements and covenants set forth
below, and for good and other valuable consideration, the receipt and
sufficiency of is hereby acknowledged, the parties hereby agree as follows:
1. INTERPRETATION
1.1 Capitalized terms shall have, in this Agreement, the meanings as
detailed alongside them as follows.
"AFFILIATE" or "AFFILIATE" means with respect to any Person, any
other Person that, directly or indirectly, controls or is controlled
by or is under common control with such Person. As used in this
definition of "Affiliate" the term "control" and any derivatives
thereof mean the possession, directly or indirectly, of more than
50% of the voting rights or the rights to appoint directors, whether
through ownership of voting securities, by contract or otherwise.
"BUSINESS DAY" means any day, other than a Friday, Saturday, Sunday
or a legal holiday in Israel or the USA.
"COMMON STOCK" means shares of Common Stock of WWAP, par value US$
.01 each.
EXHIBIT 10.1 - EXCHANGE AGREEMENT
"ORDINARY SHARES" means Ordinary Shares of ActivePoint, nominal
value NIS 0.1 each.
"PERSON" means an individual, partnership, corporation, limited
liability company, joint venture, unincorporated organization,
cooperative or a governmental entity or agency thereof.
"PREFERRED A STOCK" means shares of Class A Convertible Preferred
Stock of WWAP, par value US$.01 each.
"PREFERRED SHARES" means Preferred Shares of ActivePoint, nominal
value NIS 0.1 each.
"SECURITY INTEREST" means and includes any interest or equity of any
Person (including any right to acquire, option, or right of
preemption) or any mortgage, charge, pledge, lien, or assignment, or
any other encumbrance or security interest or arrangement of
whatsoever nature over or in the relevant property.
1.2 Unless the context otherwise requires, words denoting the singular
shall include the plural and vice versa.
1.3 The preamble to this Agreement and its Schedules are incorporated
herein by reference and made a part hereof.
1.4 The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
2. THE EXCHANGE
2.1 TRANSFER OF SHARES. Subject to the terms and conditions of this
Agreement, upon the Closing (as defined hereunder), each of the
Shareholders shall sell, transfer and assign to WWAP all of the
Ordinary Shares and/or the Preferred Shares then held by each such
Shareholder, as specified in SCHEDULE 2.1 hereto.
2.2 ISSUANCE OF SHARES. In exchange for the transfer of the Ordinary
Shares and Preferred Shares, WWAP shall issue and allot to each of
the Shareholders such number of Common Stock and/or Preferred A
Stock, as set forth in SCHEDULE 2.2, attached hereto.
2.3 TRANSFER BY SHAREHOLDERS. In order to effectuate the transactions
contemplated by this Agreement, each Shareholder shall deliver to
Dr. Zeev Holender ("TRUSTEE"), upon executing this Agreement, all
share certificates evidencing such Shareholder's ownership of
Ordinary Shares and/or Preferred Shares, accompanied by duly
executed Share Transfer Deeds, in the form attached as SCHEDULE 2.3
hereto, to be held in trust until the Closing. The Trustee shall
deliver the Share Transfer Deeds to WWAP upon the Closing.
2.4 ASSIGNMENT OF OWNER'S LOANS. Upon the Closing, all debts owed by
ActivePoint to any of the Shareholders, pursuant to any owner's
loans that are outstanding and have not been repaid, listed in
SCHEDULE 2.4 hereto ("OWNER'S LOANS"), shall be assigned by
ActivePoint to WWAP, in a manner that following the Closing WWAP
shall owe such debts to the Shareholders instead of ActivePoint
under the same terms and conditions.
EXHIBIT 10.1 - EXCHANGE AGREEMENT
2.5 RIGHTS AND OBLIGATION UNDER ANY SHAREHOLDERS AGREEMENTS. Upon the
Closing, the Shareholders and WWAP shall enter into a Stockholders'
Agreement in the form attached hereto as SCHEDULE 2.5 ("SA"). Upon
the execution of the SA all previous agreement and understandings
between the Shareholders and ActivePoint shall terminate.
3. CLOSING
3.1 CLOSING. The Closing shall take place at the offices of Dr. Zeev
Holender, Adv., at 40 Montefiore St., Tel Aviv, Israel, effective
upon satisfaction of all closing conditions with respect to a
minimum of 80% of the outstanding shares of ActivePoint, but no
later than November 1st, 2004, or such other date as shall be
mutually agreed upon by the parties hereto ("CLOSING").
3.2 CLOSING DELIVERIES. At the Closing the following transactions shall
take place and all documents to be executed and delivered by all
parties shall be deemed to have taken place and executed
simultaneously and no transaction shall be deemed complete nor any
documents executed or delivered until all have been completed,
executed and delivered:
3.2.1 ActivePoint shall deliver to WWAP the following documents:
(1) A duly adopted resolution of ActivePoint's board of
directors, in the form attached hereto as SCHEDULE
3.2.1(1), approving the execution of this Agreement
(including all schedules and exhibits hereto) and the
transactions contemplated hereby, including, without
limitation, the transfer by the Shareholders of all
their Ordinary Shares and/or Preferred Shares to WWAP
and the assignment of the Owner's Loans to WWAP;
(2) Any and all consents, waivers, approvals, registrations,
filings, permits or authorizations with or by any
governmental authority or any other third party
necessary for ActivePoint to perform its obligations
contemplated hereby;
(3) Validly executed share certificates representing the
Ordinary Shares and Preferred Shares to be held by WWAP,
in the form attached hereto as SCHEDULE 3.2.1(3)
3.2.2 WWAP shall deliver to ActivePoint the following documents:
(1) A duly adopted Certificate of Designation of Class A
Convertible Preferred Stock designating the Preferred A
Stock and providing for the rights, preferences,
privileges and restrictions of the Preferred A Stock, in
the form attached hereto as SCHEDULE 3.2.2(1)
(2) A duly adopted resolution of WWAP's shareholder's
meeting, in the form attached hereto as SCHEDULE
3.2.2(2)(A), adopting the amended and restated COI
attached hereto as SCHEDULE 3.2.2(2)(B).
(3) A duly adopted resolution of WWAP's board of directors,
in the form attached hereto as SCHEDULE 3.2.2(3),
approving: (i) the execution of
EXHIBIT 10.1 - EXCHANGE AGREEMENT
this Agreement (including all schedules and exhibits
hereto) and the transactions contemplated hereby,
including, without limitation, the issuance of the
Common Stock and Preferred A Stock to the Shareholders,
the reservation of Common Stock to be issued upon
conversion of the Preferred A Stock, and the assignment
of the Owner's Loans, subject to the terms hereof; and
(ii) the execution of the SA.
(4) Duly executed Shares Transfer Deeds signed by the
Shareholders, in accordance with SCHEDULE 2.3;
(5) Any and all consents, waivers, approvals, registrations,
filings, permits or authorizations with or by any
governmental authority or any other third party
necessary for WWAP to perform its obligations
contemplated hereby;
(6) Duly signed copies of the SA;
(7) A certificate dated as of the date of the Closing,
certifying that all of the representations and
warranties made by WWAP in this Agreement, are true and
correct as of the Closing, and that WWAP has performed
and complied with all of the terms of this Agreement,
applying to WWAP, in the form attached hereto as
SCHEDULE 3.2.2(7);
(8) Validly executed share certificates representing the
Common Stock and Preferred A Stock to be issued to each
of the Shareholders pursuant to the terms of this
Agreement, in the form attached hereto as SCHEDULE
3.2.2(8).
3.2.3 Each Shareholder shall deliver to WWAP and ActivePoint the
following documents:
(1) an executed copy of the Owner's Loan Assignment Letters
relating to such Shareholder's Owner's Loans,
substantially in the form attached hereto as SCHEDULE
3.2.3(1).
(2) Duly signed copies of the SA.
4. REPRESENTATIONS AND WARRANTIES
4.1 WWAP REPRESENTATIONS AND WARRANTIES
WWAP hereby represents and warrants to each of the Shareholders, as
follows:
4.1.1 It is duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has all requisite
corporate power and authority to carry on its business as
currently conducted and to own its properties. Attached hereto
is a copy of WWAP's Amended and Restated Certificate of
Incorporation and Bylaws as SCHEDULE 4.1.1.
4.1.2 When issued under the terms of this Agreement, each Common
Stock and/or Preferred A Stock will be duly authorized and
validly issued and will be fully paid and non-assessable, and
shall be free and clear from any Security Interests. The
Common Stock to be issued upon conversion of the
EXHIBIT 10.1 - EXCHANGE AGREEMENT
Preferred A Stock will be duly authorized and validly reserved
for issuance, and when issued will be duly authorized and
validly issued and will be fully paid and non-assessable, and
shall be free and clear from any Security Interests. The
issued and outstanding share capital of WWAP, and the share
capital on an as-converted basis, assuming that all the
Shareholders shall execute this Agreement, shall be as set
forth in the capitalization table attached as SCHEDULE 4.1.2
hereto.
4.1.3 There is no outstanding or, to the best of WWAP's knowledge,
threatened order, writ, injunction, or decree of any court,
governmental agency or arbitration tribunal against such party
affecting, involving or relating to WWAP or its business.
4.1.4 All corporate action on the part of WWAP, its officers,
directors and stockholders necessary for the authorization,
execution and delivery of this Agreement, the performance of
its obligations hereunder, and the authorization, issuance (or
reservation for issuance), sale and delivery of the Common
Stock (including the Common Stock reserved for issuance) and
the Preferred A Stock, have been taken, or will be taken prior
to the Closing, and this Agreement constitutes a valid and
legally binding obligation of WWAP, enforceable against it in
accordance with its terms.
4.1.5 All approvals, authorizations, consents, permissions or
waivers to or from, or notice, filing or recording to or with,
any person or governmental authority necessary for the
execution, delivery and performance of this Agreement shall
have been obtained prior to the Closing.
4.1.6 Compliance with the terms of this Agreement will not: (i)
constitute any breach of, any acceleration of any obligation
under, right of termination under or default under any
contract to which WWAP is a party; (ii) cause WWAP to lose any
interest in or the benefit of any asset, right, license or
privilege it presently owns or enjoys; (iii) result in any
present or future indebtedness of WWAP becoming due prior to
its stated maturity; (iv) give rise to or cause to become
exercisable any option or right of preemption; or (v) violate
any judgment, decree, order, statute, law, rule or regulation
applicable to WWAP.
4.1.7 WWAP has not paid or undertook to pay any fee or commission to
any broker, finder, investment banker or other intermediary in
connection with the transactions contemplated by this
Agreement.
4.1.8 WWAP is a newly formed company, and since its incorporation in
Delaware, WWAP has not conducted any business.
4.1.9 Immediately prior to the Closing, the authorized share capital
of WWAP shall consist of: 13 million shares of Common Stock,
par value $.001 per share, and 2 million shares of preferred
stock, par value $.001 per share.
EXHIBIT 10.1 - EXCHANGE AGREEMENT
4.2 SHAREHOLDERS REPRESENTATIONS AND WARRANTIES
Each Shareholder hereby represents and warrants to WWAP, as to
himself, herself or itself, and not in respect to any other
Shareholder, as follows:
4.2.1 This Agreement is the legal, valid, and binding obligation of
Shareholders, and is enforceable as to Shareholder in
accordance with its terms. To the extent applicable - all
necessary corporate proceedings of have been duly taken to
authorize the execution, delivery, and performance of this
Agreement.
4.2.2 Any approval, authorization, consent, permission or waiver to
or from, or notice, filing or recording to or with, any person
or governmental authority, which is necessary for the
execution, delivery and performance of this Agreement, shall
have been obtained prior to the Closing.
4.2.3 Compliance with the terms of this Agreement will not: (i)
constitute any breach of, any acceleration of any obligation
under, right of termination under or default under any
contract to which Shareholder is a party; (ii) cause
Shareholder to lose any interest in or the benefit of any
asset, right, license or privilege it presently owns or
enjoys; (iii) result in any present or future indebtedness of
Shareholder becoming due prior to its stated maturity; (iv)
give rise to or cause to become exercisable any option or
right of preemption; or (v) violate any judgment, decree,
order, statute, law, rule or regulation applicable to
Shareholder.
4.2.4 Its shares in ActivePoint, as described in SCHEDULE 2.1 hereto
are solely owned and held by such Shareholder and represent
all of the shares of ActivePoint owned by such Shareholder.
Such shares are free of any and all Security Interests.
4.2.5 Such Shareholder understands that there are certain tax
implications to the Exchange, and hereby declares that such
Shareholder has had the opportunity to consult with
independent counsel and tax advisors and irrevocably waives
any claims against ActivePoint and/or WWAP or any of their
respective affiliates, officers, agents, directors, advisors,
attorneys, successors and/or assigns with respect to such tax
implications.
4.2.6 The shares acquired by it are acquired for it's own account,
not as a nominee or agent, and not with a view to the resale
or distribution of any part thereof. Each Shareholder further
represents that it does not have any contract, undertaking or
arrangement with any Person to sell, transfer or grant
participation to such Person with respect to any of the shares
to be acquired pursuant to this Agreement, except between Mr.
Michel Harvey and Mr. and Mrs. Moshe.
4.2.7 It has been afforded full access to the corporate records and
accounts of WWAP and has made an informed decision with regard
to the acquisition of WWAP's shares to be issued to such
Shareholder. Each Shareholder represents that it had an
opportunity to ask questions and receive answers from
ActivePoint and WWAP regarding the terms and conditions of the
EXHIBIT 10.1 - EXCHANGE AGREEMENT
Exchange and the business, operations, prospects and financial
condition of WWAP. Each Shareholder has had the opportunity to
review the Schedules to this Agreement and the Articles of
Association of ActivePoint to determine the manner in which
the rights of the shareholders of ActivePoint differ from
those of shareholders of WWAP.
4.2.8 Each Shareholder acknowledges that it has such knowledge and
experience in financial and business matters so as to be
capable of evaluating the merits and risks and merits of the
investment in WWAP, and such Shareholder is able to bear the
economic risk of loss of the investment for an indefinite
period of time. Each Shareholder has consulted with
independent advisors with respect to such investment in WWAP.
4.2.9 Each Shareholder acknowledges that no market for WWAP's
securities presently exists and that no assurances can be
given that such a market will develop in the future, and that
each Shareholder may find it impossible to liquidate the
investment at a time when it may be desirable to do so, or at
any other time.
4.2.10 Each Shareholder is aware that none of the Securities have
been registered under the Securities Act of 1933 (the "1933
Act"), that WWAP will have no obligation to effect on behalf
of each Shareholder any registration under the 1933 Act or to
assist each Shareholder in complying with any exemption from
registration under the 1933 Act or any state blue sky laws,
that the WWAP shares will be issued on the basis of the
statutory exemption provided by Section 4(2) of the 1933 Act
and Regulation D promulgated thereunder, relating to
transactions by an issuer not involving any public offering
and under similar exemptions under certain state securities
laws, that this transaction has not been reviewed by, passed
on or submitted to any Federal or state agency or
self-regulatory organization where an exemption is being
relied upon, and that WWAP's reliance thereon is based in part
upon the representations made by each Shareholder in this
Agreement. Each Shareholder acknowledges that it is familiar
with the nature of the limitations imposed by the 1933 Act and
the rules and regulations thereunder on the transfer of
securities. In particular, each Shareholder agrees that no
sale, assignment or transfer of any WWAP shares shall be valid
or effective, and WWAP shall not be required to give any
effect to such sale, assignment or transfer, unless (i) such
sale, assignment or transfer is registered under the 1933 Act,
it being understood that the WWAP shares are not currently
registered for sale and that WWAP has no obligation or
intention to so register the WWAP shares, except as
contemplated hereunder, or (ii) such sale, assignment or
transfer is otherwise exempt from the registration under the
1933 Act and WWAP receives an opinion of counsel, reasonably
satisfactory to WWAP, to such effect. Each Shareholder
acknowledges that the certificate or
EXHIBIT 10.1 - EXCHANGE AGREEMENT
certificates evidencing the WWAP shares shall bear the
following, or a substantially similar legend, and such other
legends as may be required by state blue sky laws:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2)
WWAP RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH
SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO WWAP, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS."
4.2.11 Each Shareholder will not, directly or indirectly, publicly
sell or offer to publicly sell in any market (including the
OTCBB or any quotation service or national exchange) any
common stock of the Company; provided, however, that the
foregoing restrictions shall not apply to (i) transactions in
compliance with Rule 144 of the 1933 Act and (ii) if such
shares are registered under the 1933 Act and subject to a
current registration statement, a number of shares not
exceeding the volume restrictions of Rule 144 applicable to
transactions under Rule 144. In order to enable the aforesaid
covenants to be enforced, each Shareholder consents to the
placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any
of the shares of Common Stock registered in the name of such
Shareholder or beneficially owned by the undersigned.
5. WAIVER OF RIGHTS AND RELEASE
5.1 Each Shareholder hereby fully, unconditionally and irrevocably
waives any and all rights that such Shareholder has or may have
(other than those rights contemplated by this Exchange Agreement)
under ActivePoint's Articles of Association which may become
exercisable or triggered as a result of, or otherwise implicated by,
the Exchange and any other transaction contemplated by this
Agreement, including, without limitation, all rights relating to the
following: (i) preemptive rights; (ii) rights of first offer or
first refusal; (iii) rights to receive notice and provide consent;
(iv) anti-dilution adjustments; and (v) document delivery rights;
(vi) rights upon a liquidation or deemed liquidation.
5.2 Each Shareholder hereby fully, finally and irrevocably releases,
acquits and forever discharges Activepoint, its shareholders,
directors, officers, employees and consultants, except Onn Tavor,
from any and all claims, actions, debts, counterclaims, causes of
action, damages, liabilities, obligations and expenses of every kind
and nature whatsoever, at law or in equity, whether known or
unknown,
EXHIBIT 10.1 - EXCHANGE AGREEMENT
contingent or otherwise, which such Shareholder has or may have with
respect to any agreement, circumstances, activity, action, omission,
event or matter, occurring or existing on or prior to the Closing.
6. MISCELLANEOUS
6.1 Each party hereto shall perform such further acts and execute such
further documents as may be reasonably necessary to carry out and
give full effect to the provisions of this Agreement and the
intentions of the parties as reflected thereby.
6.2 This Agreement shall not confer any rights or remedies upon any
Person other than the parties hereto and their respective successors
and permitted assigns.
6.3 This Agreement constitutes the entire agreement between the parties
hereto with regard to the transactions contemplated hereby, and
supersedes any prior or contemporaneous understandings, agreements
or representations by or between the parties hereto, written or
oral, to the extent they related in any way to the subject matter
hereof.
6.4 This Agreement shall be binding upon and inure to the benefit of the
parties named herein and their respective successors and permitted
assigns. Subject to the provisions of this Agreement no party may
assign either this Agreement or any of his or its rights, interests,
or obligations hereunder without the prior written approval of the
other parties hereto.
6.5 This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will
constitute one and the same instrument.
6.6 This agreement shall be governed by and construed in accordance with
the laws of the State of Israel, without giving effect to its
conflict of law provisions. Each party hereby irrevocably submits to
the exclusive jurisdiction of the competent courts located in the
Central and Tel-Aviv districts, Israel, for the adjudication of any
dispute arising hereunder or in connection herewith or with any
transaction contemplated hereby.
6.7 Any notice or other communication required or permitted to be given
under the terms of this Agreement shall be in writing and shall be
deemed to have been received (a) upon hand delivery (receipt
acknowledged) or facsimile transmission (with transmission
confirmation report) at the address or number designated below (if
delivered on a Business Day during normal business hours where such
notice is to be received), or on the first Business Day following
such delivery (if delivered other than on a Business Day during
normal business hours where such notice is to be received) or (b) on
the second Business Day following deposit with a nationally
recognized overnight delivery service, addressed to such address, or
upon actual receipt, whichever shall first occur. The addresses for
such communications shall be as specified in Exhibit A, for the
Shareholders, and if to ActivePoint:
EXHIBIT 10.1 - EXCHANGE AGREEMENT
ActivePoint Ltd.
20 Giborei Israel St.,
Poleg Industrial Zone,
Netanya 42504, Israel
Tel: +972-9-8852483/4
Fax: +972-9-8853233
and if to WWAP, Inc.:
331 Madison Avenue, 8th Floor
New York, New York 10017
or such other address and fax number as shall be notified in writing
by each such party to the other parties from time to time.
6.8 No amendment of any provision of this Agreement shall be valid
unless the same shall be in writing and signed by both parties. No
waiver by any party of any default, misrepresentation or breach of
warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default,
misrepresentation or breach of warranty or covenant hereunder or
affect in any way any rights arising of any prior or subsequent such
occurrence.
6.9 Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.
6.10 Each of the parties to this Agreement shall bear his or its own
costs and expenses (including legal fees and expenses).
[ SIGNATURE PAGE TO FOLLOW ]
EXHIBIT 10.1 - EXCHANGE AGREEMENT
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
date set forth above.
/s/ Rhona Morris /s/ Moshe Ofer
-------------------------------- --------------------------------
ActivePoint Ltd. WWAP, Inc.
By: Rhona Morris By: Moshe Ofer
Title: Authorized Person Title: President
/s/ Sidney O'Hara /s/ A.B. Simon
-------------------------------- --------------------------------
Sidney O'Hara Topschutter Holdings B.V.
By: A.B. Simon
Title: Authorized Representative
-------------------------------- --------------------------------
Onn Tavor Daniel Eini
/s/ Michel Harvey
-------------------------------- --------------------------------
Yizthak Turkeltaub Harvey Michel
/s/ Christopher Gare /s/ Zeev Holender
-------------------------------- --------------------------------
Christopher Gare Y.E.R.H Trusts Ltd.
By: Zeev Holender
Title: Director
/s/ Zeev Holender
-------------------------------- --------------------------------
Shir H.Y.E.R Holdings Ltd. Target
By: Zeev Holender By:
Title: Director Title:
/s/ Zeev Holender
--------------------------------
Employees (held in trust by Target)
By: Zeev Holender
Title: Trustee
EXHIBIT 10.1 - EXCHANGE AGREEMENT
EXHIBIT A
SHAREHOLDERS
- --------------------------------------------------------------------------------
SHAREHOLDER ADDRESS
- --------------------------------------------------------------------------------
Topschutter 61 Rue du Rhone, Geneve,
Switzerland
- --------------------------------------------------------------------------------
Onn Tavor At Adv. Rami Karagula of
10 Hataas St., Kfar-Saba
- --------------------------------------------------------------------------------
Target 4A Hagavish St., New Industrial Zone
South, Netanya
- --------------------------------------------------------------------------------
Daneil Eini 6 Moshe Dayfan St., Kiryat Arie,
Petah-Tikva
- --------------------------------------------------------------------------------
Itzhak Turkeltaub P.O.B. 4199, Caesarea, Israel
- --------------------------------------------------------------------------------
Employees (held by Target in trust) 4A, Hagavish St.,
New Industrial Zone
South, Netanya
- --------------------------------------------------------------------------------
Shir H.Y.E.R. Holdings Ltd. Rapenburgerstraat 204, 1011 MN
Amsterdam, the Netherlands
- --------------------------------------------------------------------------------
Sydney O'Hara 46 Endeavour Way, Hythe,
Marina Village, Southampton
SO45 6DX, England
- --------------------------------------------------------------------------------
Chris Gare Old White Lodge, 138 Sycamore Road,
Farnborough, Hampshire,
GU14 6RF, UK
- --------------------------------------------------------------------------------
YERH Trusts (for Avrum Savarn) Rapenburgerstraat 204, 1011 MN
Amsterdam, the Netherlands
- --------------------------------------------------------------------------------
Harvey Michel 2 Allee Flforent Schmitt, 92210,
Saint - Cloud, France
- --------------------------------------------------------------------------------
SCHEDULE 2.2
- --------------------------------------------------------------------------------
SHAREHOLDER COMMON STOCK PREFERRED STOCK TOTAL
- --------------------------------------------------------------------------------
Topschutter 61,308 723,334 784,642
- --------------------------------------------------------------------------------
Onn Tavor 1,325,058 1,325,058
- --------------------------------------------------------------------------------
Target 11,147 11,147
- --------------------------------------------------------------------------------
Daneil Eini 5,573 5,573
- --------------------------------------------------------------------------------
Itzhak Turkeltaub 5,573 5,573
- --------------------------------------------------------------------------------
Employees (held by Target in trust) 56,849 56,849
- --------------------------------------------------------------------------------
Shir H.Y.E.R. Holdings Ltd. 5,573 101,610 107,183
- --------------------------------------------------------------------------------
Sydney O'Hara 148,945 148,945
- --------------------------------------------------------------------------------
Chris Gare 1,427 1,427
- --------------------------------------------------------------------------------
Y.E.R.H Trusts (for Avrum Savarn) 3,545 3,545
- --------------------------------------------------------------------------------
Harvey Michel 1,512,556 1,512,556
- --------------------------------------------------------------------------------
TOTAL 1,624,998 2,337,500 3,962,478
- --------------------------------------------------------------------------------
SCHEDULE 2.4
The Company received the following loans from Topschutter Holding B.V.
("TOPSCHUTTER"):
1. A total of US$135,000 were provided to the Company by Topschutter pursuant
to Addendum No. 4 to the Agreement dated January 16, 2000, entered into
between the Company and Topschutter on December 10, 2001, and under the
terms and conditions thereof.
2. A total of US$45,000 were provided to the Company by Topschutter pursuant
to Addendum No. 5 to the Agreement dated January 16, 2000, entered into
between the Company and Topschutter on June 13, 2002, and under the terms
and conditions thereof.
3. A total of US$75,000 were provided to the Company by Topschutter pursuant
to Addendum No. 6 to the Agreement dated January 16, 2000, entered into
between the Company and Topschutter on August, 2002, and under the terms
and conditions thereof.
The total of all the above loans is US$255,000.