Possible reverse merger of InspireMD into SAGU shell company?
NOTE 4 - COMMITMENTS AND CONTINGENCIES ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 29, 2010, the Company entered into a Share Exchange Agreement (the "Exchange Agreement") by and among the Company, InspireMD Ltd., a company incorporated under the laws of the State of Israel ("InspireMD"), and shareholders of InspireMD that are signatory thereto (the "Shareholders"). Upon closing of the transactions contemplated under the Exchange Agreement (the "Share Exchange"), the Shareholders have agreed to transfer all of the ordinary shares of InspireMD held by them (the "Company Shares") for at least 6.67 newly issued shares of common stock, par value $0.0001 per share, of the Company (the "Registrant Stock"). Additional shareholders of InspireMD may agree to participate in the Share Exchange by executing a joinder to the Exchange Agreement, and upon doing so, shall be deemed to be "Shareholders" for the purposes of the Exchange Agreement. The final exchange ratio will be agreed upon by the Company and InspireMD at the time of the closing of the Share Exchange. In connection with the Share Exchange, each holder of options and warrants to purchase Company Shares will exchange such InspireMD options and warrants for options and warrants to purchase shares of common stock of the Company. The terms of the Company stock options and warrants to be issued in the Share Exchange will be substantially similar to the terms of InspireMD stock options and warrants outstanding prior to such Share Exchange, except that exercise price and number of shares issuable upon exercise thereof will be proportionally adjusted to reflect the exchange ratio in the Share Exchange. Upon the closing of the Share Exchange, the Company's sole officer and director will resign, and InspireMD will appoint new directors to the Company's Board of Directors. Simultaneously with the Share Exchange, the Company will appoint the previous officers of InspireMD as the new officers of the Company. In addition upon the closing of the Share Exchange, the Company's sole line of business shall be the business of InspireMD. The closing of the Share Exchange is subject to the satisfaction of certain customary closing conditions set forth in the Exchange Agreement.