Exhibit 10.7
INVESTMENT AGREEMENT
MADE AND SIGNED IN FAX ON THE 27 DAY OF THE MONTH OF MAR, 2008
BETWEEN: EASY ENERGY INC.
OTC Company registred under the laws of the State
of Nevada (may 17, 2007)
49 Ha'aroshet St. P.O.BOX 6409,
Karmial 20100, Israel
(hereafter: the "COMPANY ") OF THE FIRST PART;
AND BETWEEN: MAIR DUKE.
S.S.N 186643876
of 12300 Highgrove CT Raisterstown
Maryland 211136
Email: meir@barefeetshoes.com
(hereafter: the "INVESTOR")
OF THE OTHER PART;
WHEREAS: The Company is a public company registered under the law of the
state of Nevada USA.
AND WHEREAS: The Investor is interested purchasing shares in the Company by
means of a private allocation.
AND WHEREAS: The Company is interested in allocating Company shares to the
Investor as specified below in this Agreement;
THEREFORE IT IS DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. PREAMBLE AND INTERPRETATION.
1.1 The Preamble to this Agreement forms an inseparable part of this
Agreement and will be read as one with its other appendices.
1.2 The headings to the clauses in this Agreement are solely for
convenience and they should not be attributed with any weight for
purposes of its interpretation.
1.3 No alteration, addition to or diminution of this Agreement will be
valid after the date on which it is signed unless made in writing and
signed by all the Parties.
1.4 No provision in the terms and provisions contained in this Agreement
is intended to derogate from another term or provision of this
Agreement but to add thereto, unless otherwise stated in this
Agreement.
1.5 A provision and/or expression in the singular will also include the
plural and vice-versa, a provision and/or expression in the feminine
will also include the masculine and vice-versa and a reference to a
person will also include a corporate body and vice-versa.
1.6 Any appendix that is attached to this Agreement forms an inseparable
part of the Agreement.
2. THE COMPANY'S DECLARATIONS
The Company hereby declares, confirms and undertakes, at the time of
signing this Agreement as follows:
2.1 The Company is a public company.
2.2 The Company is registered in Nevada in the United States.
2.3 The Company was duly registered and is qualified to conduct its
business as conducted at present, to sign this Agreement and to
perform all the activities undertaken therein.
2.4 Signing this Agreement does not constitute a breach of the Company's
Articles of Association, it does not contain any inconsistency with
the Company's Articles of Association and, to the best of the
Company's knowledge, it does not violate the provisions of law or of
an agreement or of a competent authority.
2.5 The Company was duly registered pursuant to the provisions of the
STATE OF NEVADA COMPANIES LAW (hereafter: the "COMPANIES LAW") is
fully valid as at the date on which this Agreement is signed. In
addition, the Company has not received any notice that it is about to
be deleted from the Companies Registrar up until the date on which
this Agreement is signed. The Company is unaware that any dissolution
proceedings or receivership proceedings are being conducted against
the Company as at the date on which this Agreement is signed and no
warnings have been received of the intention to institute proceedings
as stated.
2.6 Immediately prior the signing of this Agreement the registered share
capital of the Company is composed of 100,000,000 Common Stock of
US$0.0001 par value each and 50,000,000 Preferred Stock of US$0.0001
par value each.
2.7 The Company's issued and outstanding share capital immediately prior
to the investment is composed of 8,033,319 Common Stock of US$0.0001
par value each, of which, 5,000,000 Common Stocks are held by persons
who are affiliates of the Company and therefore are not eligible for
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sale pursuant to rule 144 under the Securities Act of 1933 (hereby:
the "BLOCKED SHARES"), and of 3,033,319 which are publicly held and
are eligible for sale by their holders (hereby: "ORDINARY Shares").
2.8 The following persons are the current acting directors of the Board of
Directors of the Company Mr.Guy Ofir (President) and Mr. Emanuel Cohen
(Secretary and Treasurer).
2.9 The Company has not declared any dividend that has not been
distributed and no decision has been taken for the distribution of
bonus shares that have not been distributed.
2.10 The Company conducts its affairs according to any law and according to
the instructions of all authorized authorities and is the bearer of
all licenses and permits, necessary by law, to conduct its affairs.
2.11 Except as detailed in the Company's SB-2/A the Company has no other
asset.
2.12 In consideration for the payment of the sum mentioned in article 4.1
hereby and on the mentioned date thereby - the Company shall allocate
to the Investor such number of Company shares as described in ANNEX A
to this Agreement.
3. THE INVESTOR'S DECLARATIONS
The Investor hereby declares, confirms and undertakes, at the time of
signing this Agreement as follows:
3.1 The Investor undertakes that there is no violation of law or any third
party rights whatsoever in the commitment in this Agreement.
3.2 The Investor approves that he is aware that the shares which shall be
allocated to him according to this Agreement, are allocated to him
without any declaration, representation or indemnification (AS IS)
(except as mentioned in this Agreement), when they are free of any
debt, encumbrance, lien, subjection and/or any other third party
rights.
3.3 The Investor declares that, except for the representations which are
described in this Agreement and the public reports made by the Company
the Company and/or any one on its behalf has not provided the
Investor, with any representation, promise, forecast which pertain to
the Company and/or its affairs, and that the Investor has not relayed
in its decision to purchase the shares on any document or information
which is not publicly known.
3.4 The Investor warrants that he has the financial capability to execute
the investment according to this Agreement, and has the financial
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experience and knows how in order to estimate the risks involved in
such investment.
3.5 The Investor declares that he is an experienced investor, that the use
of the consideration is as described in article 5 to this Agreement,
and that he is aware of the risks involved in investing in start up
companies.
3.6 The Investor further warrants that he has considered the tax
implications which apply to him in connection of the execution of his
investment and that the Company has not presented him with any
representation in accordance with such tax implications.
3.7 If Investor is a corporation, then the Inventor declares that the
corporation was duly incorporated under the instruction of the Israeli
Law, has the requisite power to sign and obligate under this agreement
and that all authorized organs of the Investor have undertaken the
necessary resolutions in order undertake the commitments in this
Agreement. As long as pertains to the Investor, the obligations taken
under this Agreement are not in breach of any legal order, agreement
or decree, and are not subject to any other authorization or
agreement.
3.8 . The Investor declares that prior to signing this Agreement he has
made a legal and accounting due diligence of the Company, that the
Company and its advisors have cooperated with the Investor in
accordance with the due diligence review, answered all of the
Investor's question and have provided Investor with all documents
which were requested by him.
4. THE TRANSACTION
4.1 In consideration for the allocation, at the closing date of such
number of the Company's Blocked Shares as detailed in Annex A' to this
Agreement, according to a rate of US$0.7 per share (the "SHARES"), the
Investor shall invest, simultaneously with the aforementioned
allocation, at the closing date the cash sum detailed in Annex A to
this Agreement (the "CONSIDERATION").
4.2 Immediately prior to the Closing and after the signing of this
Agreement the Company intends to split its shares into 1:10 ratio so
that each one share of US$0.0001 par value shall equal to 10 shares of
US$0.00001, so that at the time of allocation of the Shares to the
investor each share shall be valued at a rate of US$0.07 (the:
"Split").
4.3 All the obligations according to this Agreement are considered as the
situation after the Share Split.
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4.2 the Shares allocated to the Investor under the term of this agreement
shall be protected by Ratchet Mechanism for a period of 18 months.
In this article 4.2 RATCHET MECHANISM shall have the following meaning
- at the end of a period of 18 months from Closing only in an event
that the Company's share price shall be less than US$0.07 per share,
in order to protect the Investor for his investment of US$300,000 in
consideration for the Shares, the Investor shall be entitled for an
allocation of such number of shares from the Company representing the
difference between US$0.07 and the average share price 30 days prior
to the end of the aforementioned 18 month period (hereby: the
"Deadline") according to the following formula:
"N" - Number of Issued and outstanding shares (80,333,319) on a fully
diluted basis.
"P1" - $0.07
"P2" - Average Price per share during a period of 30 days prior to the
end of a period of 18 months from closing.
"I" - amount invested by Investor (US$300,000)
"CV" - Company Value = N*P
"X" - Number of Blocked Shares which was issued to Investor at the
Closing.
"S" - Number of shares that ought to be held by Investor at the end of
18 months according to the Ratchet Mechanism.
"T" -Number of shares that should be allocated to Investor after 18
months according to the Ratchet Mechanism.
CV = N*P1
X = I/P1
S = I/P2
T = S-X
4.3 The shares shall be allocated free and clear of any subjection, lien,
encumbrance, claim or any other third party rights.
4.4 The Ordinary Shares confer upon their holders all rights accruing to a
ownership of the Company, including among other, the right to
participate and vote in the Company's shareholders meetings, whether
ordinary, special or extra ordinary, the right to partake in the
distribution of dividends, bonus shares, rights and similar, and also
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the right to share in the distribution of the Company's assets upon
liquidation or dissolution, all as described in the Company's Articles
of Association.
4.5 Furthermore the shares shall confer upon its holders the right to
participate and vote in the general meetings on which agenda there
shall be the appointment of members to the Board of Directors of the
Company, there dismissal and the appointment of their replacements and
any other similar decisions pertaining to the directors, all pursuant
to the Company's Incorporation documents as shall be set from time to
time.
4.6 In the event the Company shall register the Blocked Shares for trade
the Company shall commits to register the shares allocated in the
Investor for trade as well.
5. USE OF CONSIDERATION
5.1 The Consideration which shall be received in accordance with this
Agreement shall be used by the Company for its promotion and its day
to day activity.
6. SUSPENDING CONDITIONS
6.1 This Agreement is subject to the approval of this Agreement by the
Company's board of directors.
7. THE CLOSING
The parties shall sign this Agreement by Fax (the "CLOSING DATE") and shall
take the following actions.
7.1 The Company shall deliver the Investor the authorized copy of the
authorizations and certificates according to article 6 above.
7.2 The Investor shall transfer the Consideration amount to the trustee
account of Attorney Victor Tshuva (the "Trustee") according to the
account details which shall be provided by the Trustee.
7.3 The Company shall allocate the Shares to the Investor, register him in
the Company's shareholders registration book as a shareholder and
shall issue him a share certificate for that affect.
7.4 The parties shall undertake any other action necessary for the
completion of the transaction according to this Agreement.
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8. TAXES AND EXPENSES
8.1 The Company shall bear all of the expenses deriving from the share
allocation subject of this Agreement.
8.2 Each party shall bear the taxes which apply to it as a result of the
share allocation subject of this Agreement.
9. GENERAL
The Parties undertake to act in good faith and in mutual cooperation in
order to implement the provisions of this Agreement and to take any action,
to sign any document and to obtain any authorization that is required for
the proper implementation of the provisions of this Agreement.
10. NOTICES
10.1 A notice that is sent by registered mail to the Parties' addresses as
specified in the Preamble to this Agreement, will be deemed to have
been received by the Party to which it is addressed within 24 hours of
the time of its dispatch. If a notice as aforesaid is delivered by
hand, it will be deemed to have been received at the time of its
delivery.
10.2 Either Party may change its address for purposes of this Agreement to
another address in Israel in a written notification that will be
delivered to the other Party at its address as stated.
AND IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS IN THE PLACE AND ON THE
DATE
The Investor The Company
/s/ Meir Duke /s/ Easy Energy
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ANNEX A
Number of Shares to be allocated: 4,285,714
Amount Invested by Investor in consideration for the Shares: US$300,000
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