SHARE PURCHASE AGREEMENT
BY AND AMONG
MICRONET ENERTEC TECHNOLOGIES INC.
ENERTEC MANAGEMENT LTD.
ENERTEC SYSTEMS 2001 LTD.
COOLISYS TECHNOLOGIES, INC.
Dated as of December 31, 2017
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (this “Agreement”)
is made and entered into as of December 31, 2017 by and among Coolisys Technologies, Inc., a Delaware corporation (the
“Buyer”), Enertec Management Ltd., an Israeli company limited by shares (“Seller”
or “Sub”), Micronet Enertec Technologies, Inc., a Delaware corporation (“Parent” or
“MICT”) and Enertec Systems 2001 Ltd., an Israeli company limited by shares (the “Company”).
The Parent and the Sub are referred to herein collectively as the “Seller Parties”. Each of Buyer, Seller Parties
and the Company shall be referred to herein as a “Party”, and collectively, as “Parties”).
W I T N E S E T H :
Seller is the record and beneficial owner of all of the issued and outstanding share capital of the Company; and
desires to sell to Buyer, the Shares (as defined below) held by Seller, and Buyer desires to purchase such Shares from the Seller,
upon the terms and subject to the conditions set forth herein; and
Parties and Buyer desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.
in consideration of the foregoing and the mutual covenants and agreements herein contained and intending to be legally bound hereby,
the parties hereby agree as follows:
DEFINITIONS AND INTERPRETATIONS
1.1. Certain Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control
(as such term is defined in the Israeli Companies Law, 5759-1999) with such Person; provided that the Company shall not
be considered an Affiliate of Seller.
Company Debt” shall mean Indebtedness in an aggregate amount of US$4,000,000 (or equivalent thereof).
Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution,
treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement
enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended
unless expressly specified otherwise.
means, with respect to any Person, all of the assets, rights, interests and other properties, real, personal and mixed, tangible
and intangible, owned by such Person.
Day” means any on which national banking institutions in the State of Israel and New York, New York are open to the public
for conducting business and are not required or authorized by Applicable Law to close.
Date” means the date of the Closing.
Debt Deficit” means any amount of Company Debt in excess of the Allowed Company Debt (i.e. a deficit). As example only,
in the event the Company Debt is US$5,000,000 (or equivalent thereof), the Closing Debt Deficit is US$1,000,000 (or equivalent
Debt Surplus” means, in the event the Company Debt shall be lower than the Allowed Company Debt, such amount equivalent
to the difference between the Allowed Debt and the Company Debt (i.e., Allowed Debt less the Company Debt). As example only, in
the event the Company Debt is US$3,000,000 (or equivalent thereof), the Closing Debt Surplus is US$1,000,000 (or equivalent thereof).
means the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent federal revenue
Business” means development and manufacturing of advanced electronic systems, test systems, simulators, for military
Debt” means the aggregate amount of Indebtedness of the Company outstanding as of immediately prior to the Closing, (including
for the avoidance of doubt the aggregate amount of any Indebtedness that shall be terminated or accelerated upon the Closing as
a result of this Agreement as set forth in Section 2.3 below).
Intellectual Property” means any and all Intellectual Property that is owned or is purported to be owned by, or any and
all Intellectual Property owned by a third party that is licensed to and/or used by the Company.
Technology” means any and all Technology that is owned by the Company including any Intellectual Property related thereto
and/or included therein.
means any legally binding contract, agreement, lease, license, instrument, note, guarantee, commitment, promise, purchase order,
or undertaking, whether written or oral.
Names” means Internet domain names.
Laws” means any Applicable Law that has as its principal purpose the protection of the environment.
Escrow Amount” shall mean 10% of the Purchase Price.
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Indebtedness” means (a) all indebtedness of the Company for borrowed money, (b) all outstanding obligations
of the Company evidenced by notes, bonds, debentures or similar instruments, (c) any other outstanding amounts owed by Company
to any third party, (d) all obligations of the types referred to in clauses (a) through (c) of any other Person,
the payment of which Company is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including
guarantees of such obligations and (e) all obligations of the types referred to in clauses (a) through (c) of
any other Person secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be
secured by) any Lien on any property or asset of Company.
means Israeli or United States generally accepted accounting principles, as applicable.
Authority” means any transnational, domestic or foreign federal, state or local, governmental authority, department,
ministry, court, agency or official, including any political subdivision thereof.
means, indebtedness of the Company for borrowed money and the Company’s aggregate bank debt, calculated as the aggregate
amount of short term debt and long term loans to the banks, including accrued but unpaid interest, penalties (if any, according
to Company’s agreement with the banks), less the aggregate amount of all cash and cash equivalents (including bank deposits).
For the avoidance of doubt, Indebtedness shall not include any credit extended by Company’s suppliers in the ordinary course
and consistent with past practice during 2017 or any outstanding amounts owed by Company to any third party in the ordinary course
of business and consistent with past practice during 2017.
Property” means any and all proprietary or intellectual property rights (anywhere in the world, whether statutory, common
law or otherwise), including (a) patents, (b) copyrights, (c) other rights with respect to software, including registrations thereof
and applications therefor, (d) industrial design rights and registrations thereof and applications therefor, including mask works,
(e) rights with respect to trademarks, and all registrations thereof and applications therefor, (f) rights with respect to Domain
Names, including registrations thereof and applications therefor, (g) rights with respect to Trade Secrets or Confidential Information,
including rights to limit the use or disclosure thereof by any Person, (h) rights with respect to Databases, including registrations