EXHIBIT 10.3
AGREEMENT
THIS AGREEMENT is made as of June 30, 2002, by and between Voice Diary
Inc., a Delaware corporation (the "Purchaser"), and Aryt Industries Ltd. (the
"Seller").
RECITALS
A. The Seller wishes to sell and the Purchaser wishes to buy 3,471,652
(Three Million Four Hundred Seventy One Thousand Six Hundred Fifty Two)
Ordinary Shares of Voice Diary Ltd. (an Israeli private company no.
51-183887-2) (the "Company"), each bearing a par value of NIS 0.10
(hereinafter the "Shares"); and
IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE
PARTIES HERETO AGREE AS FOLLOWS:
1. The Seller hereby sells and transfers the Shares to the Purchaser, free
and clear of any lien, charge, or any other third party rights. Simultaneously
with the execution of this Agreement, the Seller shall sign the Share Transfer
Deed attached as ExhibitA to this Agreement.
--------
2. As consideration for the Shares, the Purchaser shall pay the Seller US$
1.00 (One United States Dollar).
3. Representations of the Seller:
-----------------------------
The Seller hereby represents and warrants to the Buyer as follows:
3.1. Ownership. Seller is the beneficial and record owner of the Shares and
---------
has good and marketable title to the Shares, free and clear of any mortgage,
charge, pledge, lien or assignment or any other encumbrance or security interest
or arrangement of any nature whatsoever, free and clear of all rights of first
refusal, co sale right, options to purchase, proxies voting trusts and any other
voting agreements, calls or commitments of every kind.
3.2. Authorization. Seller is duly organized and validly existing under the
-------------
laws of the State of Israel and has full power and authority to enter into this
Agreement. All actions on its part necessary for the authorization, execution,
delivery and performance by it of this Agreement have been duly taken to
authorize the execution and delivery by it, and this Agreement constitutes its
valid and legally binding obligation, enforceable in accordance with its terms
except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting enforcement of
creditors' rights.
3.3. No Breach. The execution and performance of this Agreement and the
----------
consummation of the transactions contemplated hereunder will not result in a
breach of, nor will they constitute a default under, any applicable law or
regulation, or under any contract, agreement, commitment, indenture, mortgage,
note or other instrument or obligation to which the Seller is party.
3.4. Approvals. No approval or consent of any person, authority or entity is
---------
required in connection with the execution and delivery of this Agreement or the
performance of the Seller's obligations contemplated hereby.
3.5. No Additional Rights. The Shares constitute all of the shares,
--------------------
warrants, and securities in the Company owned by the Seller or to which it has
any rights, and it has no preemptive rights, convertible securities, outstanding
warrants, options or other rights to subscribe for, purchase or acquire from the
Company or any third party any shares of capital stock or securities of the
Company.
4. Representations of the Purchaser:
4.1 It has the full power and authority to execute this Agreement and to
consummate the transactions contemplated hereby to be consummated by the
Purchaser. This Agreement has been duly executed by the Purchaser, and this
Agreement constitutes the valid and binding obligation of the Purchaser,
enforceable against it in accordance with its respective terms.
4.2 It is duly incorporated and validly existing under the laws of the State
of Delaware.
4.3 The Purchaser has knowledge of and it is familiar with the Company and
its economical, financial and other condition and has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of its purchase of the Shares.
4.4 The Purchaser is purchasing the Shares without having relied upon any
representations and/or warranties by the Seller except those representations and
warranties specifically indicated herein. The Purchaser further acknowledges
that it is purchasing the Shares without any warranties in connection with the
Company, it's current status, its intellectual property or any other status
and/or condition and/or warranty in connection with the Company or in connection
with the Shares (other than the warranty specified in Section 3 above).
4.5 Resignation from the Boards of Directors. The Seller undertakes to cause
- -----------------------------------------------
all representatives of the Seller who currently serve on the Board of Directors
of the Company (the "Representatives") to resign from their positions, effective
as of the date hereof. Simultaneously with the execution of this Agreement, the
Seller shall cause the Representatives to execute and deliver to the Company and
to the Purchaser, as applicable, resignation letters, in the form attached
hereto as Exhibit4.5 and all other documents necessary to give effect to the
----------
transactions contemplated thereby.
5 The Seller undertakes to carry out and execute any documents required in
order to facilitate the transfer of the Shares to the Purchaser.
6 This Agreement shall be governed by and construed in accordance with the
laws of the state of Israel.
7 This Agreement constitutes the entire agreement between the parties as to
this subject matter. No amendment, supplement to, waiver, or discharge of this
Agreement or any provision shall be binding upon the parties unless it is in
writing and is executed by the party against whom such change, waiver or
discharge is sought to be enforced.
8 Any notice required or permitted hereunder shall be sent to a party at its
address set forth below, or to another address if the recipient has given prior
written notice thereof. Any notice may be given as follows: (i) by delivery in
hand, effective on receipt; (ii) by registered mail, return receipt requested,
effective on the fifth business day after the date of mailing, or (iii) by
recognized commercial overnight courier, effective on the second business day
after such deposit for other addresses.
IN WITNESS THEREOF, Seller and Purchaser have caused this Agreement to be signed
and delivered, all as of the date first above written.
Voice Diary Inc. Aryt Industries Ltd.
By: /s/ Arie Hinkis By: /s/ Yoav Bar-Nes & Ran Eckhaus
--------------- ------------------------------
Address: 200 Robbins Lane, Jericho NY Address: 7 Haplada St.,
- ------- -------
11753 U.S.A. 60256 Or Yehuda, Israel.
Exhibit A
--------
SHARE TRANSFER DEED
-------------------
The undersigned, Aryt Industries Ltd. (the "TRANSFEROR"), do hereby transfer to
Voice Diary Inc. (the "TRANSFEREE") 3,471,652 (Three Million Four Hundred
Seventy One Thousand Six Hundred Fifty Two) Ordinary Shares of Voice Diary Ltd.
(an Israeli private company no. 51-183887-2), each bearing a par value of NIS
0.10, to hold unto the Transferee, his executors, administrators and assigns
under the condition on which the undersigned held the same at the time of
execution hereof; and I, the Transferee, hereby agree to take the said shares
subject to the conditions aforesaid.
In witness hereof, we have hereunto set our hands this 30th day of June , 2002
Voice Diary Inc. Aryt Industries Ltd.
By: /s/ Arie Hinkis By:Yoav Bar-Nes and Ran Eckhaus
--------------- ----------------------------
Exhibit 4.5
-----------
To
Voice Diary Ltd.
Shaar Yoqneam Bldg. 4
Israel
Dear Sir / Madame,
I hereby inform you of my resignation from the Board of Directors of Voice Diary
Ltd. and from the Board of Directors of Voice Diary Inc., effective immediately.
Sincerely,
__________________