Stock Purchase Agreement Dated as of December, 2010 By and Among KAEYO Investments Ltd and Peter Reichard and Peter Coker and Europa Acquisition II, Inc.

 

Dated as of December  , 2010

By and Among

and

and

and

 

 

Table of Contents

 

Section 1. Construction and Interpretation
1.1. Principles of Construction
Section 2.  The Transaction
2.1. Purchase Price
2.2. Transfer of Shares and Terms of Payment
2.3. Closing
Section 3.  Representations and Warranties
3.1. Representations and Warranties of the Sellers
3.2. Covenants of the Sellers and the Company
Section 4.  Miscellaneous
4.1. Expenses
4.2. Governing Law
4.3. Resignation of Old and Appointment of New Board of Directors and Officers
4.4. Disclosure
4.5. Notices
4.6. Parties in Interest
4.7. Entire Agreement
4.8. Amendments
4.9. Severability
4.10. Counterparts

 

 

Stock Purchase Agreement

W i t n e s s e t h:

1.1. Principles of Construction.

 

2.1. Purchase Price.

2.2. Transfer of Shares and Terms of Payment.

2.3. Closing.

 

3.1. Representations and Warranties of the Sellers and the Company. The Sellers , jointly and severally, hereby represent and warrant to the Purchaser that the following statements shall be true and correct in all respects as of the date hereof and as of the Closing Date (as if such representations and warranties were made again on the Closing Date):

 

 

 

 

 

 

 

 

3.3.2           The Purchaser is, and will be at the time of the execution of this Agreement, either an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchaser to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment.  The Purchaser has the authority and is duly and legally qualified to purchase and own shares of the Company.  The Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.  The information set forth on the signature page hereto regarding the Purchaser is accurate;

Or the Purchaser is not a U.S. Person on the signature page to this Agreement, then the Purchaser further makes the  ollowing representations and warranties to the Company:

(i)            At the time the Purchaser was offered the Securities, it was not, and at the date hereof, such Purchaser is not a “U.S. Person” which is defined below:

(B)	Any partnership or corporation organized or incorporated under the laws of the United States;

(C)	Any estate of which any executor or administrator is a U.S. person;

(E)	Any agency or branch of a foreign entity located in the United States;

(F)	Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(G)	Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident of the United States; and

(H)

Any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) who are not natural persons, estates or trusts.

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

(iii)          The Purchaser understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Securities in any country or jurisdiction where action for that purpose is required. 

 

 

3.3.4           The Purchaser understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.  In any event, and subject to compliance with applicable securities laws, the Purchaser may enter into lawful hedging transa ctions in the course of hedging the position they assume and the Purchaser may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares.

3.3.5           The Acquired Shares shall bear the following or similar legend:

 

 

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED B Y THE SECURITIES.”

Name	Position
Yoel Neeman	Director, President and CEO

4.4. Disclosure.

4.5. Notices.

If to Sellers, to:

Peter Reichard

If to the Company:

Europa Acquisition I, Inc.

If to the Purchaser, to:

KAEYO Investments Ltd

c/o Yoel Neeman

5 Sarah Aharonson Street

Ra'anana 43399, Israel

With a copy to (which shall not constitute notice):

Anslow & Jaclin, LLP

195 Route 9, Suite 204

Manalapan, NJ 07726

 

 

In Witness Whereof, each of the Parties hereto has caused its/his name to be hereunto subscribed as of the day and year first above written.

 

 

	By:	/s/ Peter Reichard
	Name:	Peter Reichard, Individually