Share Purchase Agreement (2018)Full Document 

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SHARE PURCHASE AGREEMENT

BY AND AMONG

MICRONET ENERTEC TECHNOLOGIES INC.

ENERTEC MANAGEMENT LTD.

ENERTEC SYSTEMS 2001 LTD.

AND

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 :

WHEREAS, the Seller is the record and beneficial owner of all of the issued and outstanding share capital of the Company; and

WHEREAS, Seller 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

WHEREAS, Seller Parties and Buyer desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, 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:

1. DEFINITIONS AND INTERPRETATIONS

1.1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

1.1.1. “Affiliate” 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.

1.1.2. “Allowed Company Debt” shall mean Indebtedness in an aggregate amount of US$4,000,000 (or equivalent thereof).

1.1.3. “Applicable 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.

1.1.4. “Assets” 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.

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1.1.5. “Business 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.

1.1.6. “Closing Date” means the date of the Closing.

1.1.7. “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 thereof).

1.1.8. “Closing 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).

1.1.9. “Codeˮ means the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent federal revenue Laws.

1.1.10. “Company Business” means development and manufacturing of advanced electronic systems, test systems, simulators, for military applications.

1.1.11. “Company 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).

1.1.12. “Company 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.

1.1.13. “Company Technology” means any and all Technology that is owned by the Company including any Intellectual Property related thereto and/or included therein.

1.1.14. “Contract” means any legally binding contract, agreement, lease, license, instrument, note, guarantee, commitment, promise, purchase order, or undertaking, whether written or oral.

1.1.15. “Domain Names” means Internet domain names.

1.1.16. “Environmental Laws” means any Applicable Law that has as its principal purpose the protection of the environment.

1.1.17. “Indemnification Escrow Amount” shall mean 10% of the Purchase Price.

1.1.18. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.1.19. “Financial 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.

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1.1.20. “GAAP” means Israeli or United States generally accepted accounting principles, as applicable.

1.1.21. “Governmental Authority” means any transnational, domestic or foreign federal, state or local, governmental authority, department, ministry, court, agency or official, including any political subdivision thereof.

1.1.22. “Indebtedness” 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.

1.1.23. “Intellectual 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

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