Exhibit 10.22

 

SHARE PURCHASE AGREEMENT

 

THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made as of July __, 2016 by and among P.V. Nano Cell Ltd., a company incorporated under the laws of the State of Israel, with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the "Company") and each of the investors listed on the Schedule of Investors attached hereto (each individually, an “Investor” and collectively, the “Investors”).

 

The Parties hereby agree as follows:

1.The Company wishes to raise capital by means of issuance of Ordinary Shares, par value NIS 0.01 each, of the Company (the "Ordinary Shares").
2.The Investors desire to make an equity investment in the Company and the Company desires to issue and sell the Purchased Shares (as such term is defined below) to the Investors, on the terms and conditions as set forth herein.
3.Upon signing this Agreement, the Company shall issue and sell to each Investor, and each Investor severally, but not jointly, agrees to purchase from the Company upon signing this Agreement, such aggregate number of Ordinary Shares of the Company as is set forth opposite such Investor’s name in column (3) on the Schedule of Investors, at a price per share of US $0.75 (the "Purchased Shares" and the "PPS", respectively). The transfer of the respective purchase amount and the issuance of the respective Purchased Shares shall take place upon execution of this Agreement.
4.Each Investor will transfer his/her/its respective purchase amount to the Company’s bank account by wire transfer or such other form of payment as is mutually agreed by the Company and each Investor.
5.The Purchased Shares issued and purchased hereunder shall have the rights, preferences and privileges as set forth in the Articles of Association of the Company.
6.Promptly following the execution of this Agreement, the Company shall report the issuance and allotment of the Purchased Shares to the Investors.
7.Each of the Investors confirms and acknowledges that the Purchased Shares are being purchased "As Is", and no express or implied warranty, representation or covenant whatsoever has been made by the Company or any one on its behalf hereunder.

 

8.If the Investor is a US Person as such term is defined under applicable US securities laws, such Investor confirms that it is an Accredited Investor (as such term is defined under applicable US securities laws) and an available exemption from registration of shares under US Federal and state laws exists with respect to the Purchased Shares being purchased by he/she/it. The Investor further confirms that he/she/it is not purchasing the Purchased Shares as a result of a general solicitation of the offer to invest.
   
 9.Organization; Authority. The Company is an entity duly organized, validly existing and in good standing under the laws of Israel, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The Investor is either (i) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder; or (ii) an individual with the requisite capacity to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.

 

 

10.Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Company and the Investor and constitutes the legal, valid and binding obligations of the Company and the Investor enforceable against the Company and the Investor in accordance with its respective terms.
11.Reliance on Exemptions. Each Investor understands that the Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Purchased Shares.
12.This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subject matters hereof and terminates and replaces any previous agreements and/or arrangements and/or understandings between the Parties relating thereto.
13.This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to the rules respecting conflict of law. The Parties hereby irrevocably submit to the jurisdiction of the courts of Haifa in respect of any dispute or matter arising out of or connected with this Agreement.
14.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or scanned signatures of a Party shall be binding as evidence of such Party's agreement hereto and acceptance hereof.

IN WITNESS WHEREOF, each Investor and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

  COMPANY:
     
  P.V. NANO CELL LTD.
     
  By: /s/ Dr. Fernando de la Vega
    Name: Dr. Fernando de la Vega
    Title: Director

 

2 

 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of 66,666.67 Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date July 14th 2016:

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

Alessandro Treves   TRVLSN60L06L833V
Print Name(s)   Social Security Number(s)
     
     
Signature(s) of Investor(s)   Signature
     
July 14th, 2016   via del Panorama 14/1, 34134 Trieste, Italy
Date   Address
     
39 040 3787615   ale@sissa.it
Fax Number   Email Address

 

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

 
Name of Entity   Federal Tax Identification Number
     
By:      
  Name:
Title:
  State of Organization
 
Date   Address
     
 
Fax Number   Email Address

3 

 

SCHEDULE OF INVESTORS

(1) (2) (3) (4) (5)
Investor Address and Facsimile Number Number of Purchased Shares Aggregate Purchase Price Legal Representative’s
Address and Facsimile Number
Alessandro Treves

via del Panorama 14/1, 34134 Trieste, Italy

 

66,666.67 $50,000.00  
         
         
         
         
         
         
         
         
         
         
         
         
         
         

4 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of [66.667] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date July 14th 2016:

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

Ariel Lijtenstein   15515567 (passport)
Print Name(s)   Social Security Number(s)
     
/s/ Ariel Lijtenstein    
Signature(s) of Investor(s)   Signature
     
7-12-16   Ellauri apto 1901 Montevideo 1300 Uruguay
Date   Address
     
  Ariel.Lijtenstein@gmail.com
Fax Number   Email Address

 

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

 
Name of Entity   Federal Tax Identification Number
     
By:      
  Name:
Title:
  State of Organization
 
Date   Address
     
 
Fax Number   Email Address

 

5 

 

 

SCHEDULE OF INVESTORS

(1) (2) (3) (4) (5)
Investor Address and Facsimile Number Number of Purchased Shares Aggregate Purchase Price Legal Representative’s
Address and Facsimile Number

 

Ariel Lijtenstein

 

Ellauri apto 1901 Montevideo 1300 Uruguay

66.667 $50.000 Ellauri apto 1901 Montevideo 1300 Uruguay
         
         
         
         
         
         
         
         
         
         
         
         
         
         

6 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of [___________] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date (NOTE: To be completed by Investor):

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

Marcelo Einhorn   16467623
Print Name(s)   Social Security Number(s)
     
/s/ Marcelo Einhorn    
Signature(s) of Investor(s)   Signature
     
14/7/16   NOF HARIM 19A JERUSALEM
Date   Address
     
  EINHORN.MARCELO@GMAIL.COM
Fax Number   Email Address

 

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

 
Name of Entity   Federal Tax Identification Number
     
By:      
  Name:
Title:
  State of Organization
 
Date   Address
     
 
Fax Number   Email Address

7 

 

SCHEDULE OF INVESTORS

 

(1) (2) (3) (4) (5)
Investor Address and Facsimile Number Number of Purchased Shares Aggregate Purchase Price Legal Representative’s
Address and Facsimile Number
Marcelo Einhorn   33,333 $25,000  
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 

8 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

 

The Investor hereby elects to purchase a total of [66,666.66] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

 

Date (NOTE: To be completed by Investor):

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

Print Name(s)   Social Security Number(s)
     
   
Signature(s) of Investor(s)   Signature
     
 
Date   Address
     
 
Fax Number   Email Address

 

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

JJ GAMES LP   91-2193622
Name of Entity   Federal Tax Identification Number
     
By: /s/ Michael Goldberg   New York
  Name: Michael Goldberg
Title: Partner
  State of Organization
       
July 12, 2016  

2975 Westchester Avenue Purchase, NY 10577

Date   Address
     
914-992-7854   SageInvestors@gmail.com
Fax Number   Email Address

 

9 

 

SCHEDULE OF INVESTORS

(1) (2) (3) (4) (5)
Investor Address and Facsimile Number Number of Purchased Shares Aggregate Purchase Price Legal Representative’s
Address and Facsimile Number

 

JJ GAMES LP

 

2975 Westchester Avenue Purchase, NY 10577

914-992-7854

66,666.67 $50,000.00  
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

10 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of [33,333.33] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date (NOTE: To be completed by Investor):

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

 

Print Name(s)   Social Security Number(s)
     
   
Signature(s) of Investor(s)   Signature
     
 
Date   Address
     
 
Fax Number   Email Address

 

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

VLC ASSOCIATES LLC   13-3988000
Name of Entity   Federal Tax Identification Number
   
By: /s/ Steven Gelles   New York
  Name: Steven Gelles
Title: Partner
  State of Organization
       
July 12, 2016  

2975 Westchester Avenue Purchase, NY 10577

Date   Address
     
914-992-7854   SageInvestors@gmail.com
Fax Number   Email Address

 

11 

 

 

SCHEDULE OF INVESTORS

(1) (2) (3) (4) (5)
Investor Address and Facsimile Number Number of Purchased Shares Aggregate Purchase Price Legal Representative’s
Address and Facsimile Number

 

JJ GAMES LP

 

2975 Westchester Avenue Purchase, NY 10577

914-992-7854

33,333.33 $25,000.00  
         
         
         
         
         
         
         
         
         
         
         
         
         
         

12 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of [33,333.33] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date (NOTE: To be completed by Investor):

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

 

Print Name(s)   Social Security Number(s)
     
   
Signature(s) of Investor(s)   Signature
     
 
Date   Address
     
 
Fax Number   Email Address

 

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

GTov Parnters LP   41-2097290
Name of Entity   Federal Tax Identification Number
     
By: /s/ Steven Gelles   New York
  Name: Steven Gelles
Title: Partner
  State of Organization
       
July 12, 2016  

2975 Westchester Avenue Purchase, NY 10577

Date   Address
     
914-992-7854   SageInvestors@gmail.com
Fax Number   Email Address

 

13 

 

 

SCHEDULE OF INVESTORS

(1) (2) (3) (4) (5)
Investor Address and Facsimile Number Number of Purchased Shares Aggregate Purchase Price Legal Representative’s
Address and Facsimile Number
GTov Partners LP

2975 Westchester Avenue

Purchase, NY 10577

914-992-7854

33,333.33 $25,000.00  
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

14 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of [66,666] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date (NOTE: To be completed by Investor):

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

Print Name(s)   Social Security Number(s)
     
   
Signature(s) of Investor(s)   Signature
     
 
Date   Address
     
 
Fax Number   Email Address

  

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

Leifer Capital Advisers, LLC Defined Benefit Plan   04-3435757
Name of Entity   Federal Tax Identification Number
     
By: /s/ Alan Leifer   Massachusetts
  Name: Alan Leifer
Title: President
  State of Organization
       
July 13, 2016  

86 Clements Road, Newtown, MA 02458

Date   Address
     
617-249-2008   alan@leifer.org
Fax Number   Email Address

 

15 

 

SCHEDULE OF INVESTORS

(1) (2) (3) (4) (5)
Investor Address and Facsimile Number Number of Purchased Shares Aggregate Purchase Price Legal Representative’s
Address and Facsimile Number
Leifer Capital Advisers, LLC Defined Benefit Plan

86 Clements Road

Newtown, MA 02458

617-249-2008

66,666 $.75

86 Clements Road

Newtown, MA 02458

617-249-2008

         
         
         
         
         
         
         
         
         
         
         
         
         
         

16 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of [266,267] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date (NOTE: To be completed by Investor):

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

 

Print Name(s)   Social Security Number(s)
     
   
Signature(s) of Investor(s)   Signature
     
 
Date   Address
     
 
Fax Number   Email Address

 

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

Leifer Family Fund, LLC   45-3413301
Name of Entity   Federal Tax Identification Number
     
By: /s/ Alan Leifer   Massachusetts
  Name: Alan Leifer
Title: President
  State of Organization
       
July 13, 2016  

86 Clements Road, Newtown, MA 02458

Date   Address
     
617-249-2008   alan@leifer.org
Fax Number   Email Address

 

17 

 

SCHEDULE OF INVESTORS

(1) (2) (3) (4) (5)
Investor Address and Facsimile Number Number of Purchased Shares Aggregate Purchase Price Legal Representative’s
Address and Facsimile Number
Leifer Family Fund, LLC

86 Clements Road

Newtown, MA 02458

617-249-2008

266,667 $0.75

86 Clements Road

Newtown, MA 02458

617-249-2008

         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

18 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of [66,666.67] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date (NOTE: To be completed by Investor):

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

Shari Feig   ###-##-####
Print Name(s)   Social Security Number(s)
     
/s/ Shari Feig    
Signature(s) of Investor(s)   Signature
     
July 12, 2016   20 Gatehouse Road, Scarsdale, NY 10583
Date   Address
     
914-992-7854   SageInvestors@gmail.com
Fax Number   Email Address

   

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

 
Name of Entity   Federal Tax Identification Number
     
By:  
  Name:
Title:
  State of Organization
       
 

Date   Address
     
 
Fax Number   Email Address

19 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of [6666,6] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date (NOTE: To be completed by Investor):

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

Rita Lubinski   12512927
Print Name(s)   Social Security Number(s)
     
/s/ Rita Lubinski    
Signature(s) of Investor(s)   Signature
     
July 14, 2016   Diskin 15 Appt. 19, Jerusalem, Israel
Date   Address
     
02-5660241   Rita.Lubinski@gmail.com
Fax Number   Email Address

 

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

 
Name of Entity   Federal Tax Identification Number
     
By:  
  Name:
Title:
  State of Organization
       
 

Date   Address
     
 
Fax Number   Email Address

20 

 

SCHEDULE OF INVESTORS

(1) (2) (3) (4) (5)
Investor Address and Facsimile Number Number of Purchased Shares Aggregate Purchase Price Legal Representative’s
Address and Facsimile Number
Rita Lubinski

Diskin 15/19

Jerusalem

6666,6 US$5000.00  
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

21 

 

PV Nano Cell Ltd.

OMNIBUS SIGNATURE PAGE TO THE SHARE PURCHASE AGREEMENT

The Investor hereby elects to purchase a total of [153,333] Ordinary Shares of the Company at a price per share of US $0.75 (NOTE: to be completed by Investor), and, by execution and delivery hereof, the Investor hereby executes the Share Purchase Agreement and agrees to be bound by the terms and conditions of the Share Purchase Agreement.

Date (NOTE: To be completed by Investor):

 

If the Investor is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN

COMMON, or as COMMUNITY PROPERTY:

 

 
Print Name(s)   Social Security Number(s)
     
   
Signature(s) of Investor(s)   Signature
     
 
Date   Address
     
 
Fax Number   Email Address

  

If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

Slobel NV   0437533445
Name of Entity   Federal Tax Identification Number
     
By: /s/ Jacques Spijer   Belgium
  Name: Jacques Spijer
Title: CEO
  State of Organization
       
July 14, 2016   Della Faillelaan 53, 2020 Antwerpen

Date   Address
     
003238209199   Jacques.Spijer@felgive.be
Fax Number   Email Address