Exhibit 4.10
[TRANSLATED FROM THE HEBREW ORIGINAL]
Appendix 10.7
SHAREHOLDERS AGREEMENT
Made in Tel Aviv this 27th day of December 2004
as amended on 6th July 2005
BETWEEN
Koor Industries Ltd.
whose address for the purpose of this Agreement is
14 Hamalacha Street, Afek Industrial Park, Rosh Ha'ayin 48091
("Koor")
of the one part
---------------
AND
1. Federmann Enterprises Ltd.
("Federmann Enterprises")
2. Heris Aktiengesellschaft
("Heris")
whose address solely for the purpose of this Agreement is
00 Xxxxxxxx Xxxxxx, Xxx Xxxx
(Federmann Enterprises and Heris are hereinafter
jointly and severally referred to as "Federmann")
of the other part
-----------------
(hereinafter the "Parties")
WHEREAS on the date of signing this Agreement Federmann is the
holder of 19,915,448 Ordinary Shares of 1 NIS par value each
of Elbit Systems Ltd, a public company whose Shares are
traded on the Tel Aviv Stock Exchange and on Nasdaq in the
United States (hereinafter the "Company"), of which
Federmann Enterprises is owner of 16,078,990 Ordinary Shares
of 1 NIS par value each of the Company and Heris is the
owner of 3,836,458 Ordinary Shares of 1 NIS par value each
of the Company (those specific Shares and bonus Shares that
are in future issued in respect of them, if at all,
excluding the Koor Shares, as defined below, are hereinafter
the "Federmann Shares");
AND WHEREAS in accordance with a Share Transfer Deed between Federmann
Enterprises and Koor, together with the appendices thereto,
including its amendments, of which this Agreement
constitutes Appendix 10.7 (herein the "Deed of Sale"),
Federmann Enterprises and Koor have agreed upon the sale of
3,160,000 (three million one hundred and sixty thousand)
Ordinary Shares of 1 NIS par value each of the Company from
Federmann Enterprises to Koor, subject to various conditions
precedent and in two stages, in the first stage 2,160,000
(two million one hundred and sixty thousand) Ordinary Shares
of 1 NIS par value each of the Company being sold to Koor,
and in the second stage an additional 1,000,000 (one
million) Ordinary Shares of the Company being sold to Koor,
all subject to and in accordance with the provisions of the
Deed of Sale (the specific Shares that are to be transferred
to Koor from Federmann Enterprises pursuant to the Deed of
Sale and bonus Shares issued in respect of them, if at all,
are herein referred to as the "Koor Shares");
AND WHEREAS the Parties wish to set forth their relationship with
respect to their holdings of the Company's Shares.
NOW THEREFORE THE PARTIES HEREBY WARRANT, PROVIDE AND AGREE BETWEEN THEM AS
FOLLOWS:
1. Preamble and Interpretation
---------------------------
1.1 The preamble and appendices hereto constitute an integral
part hereof and are as binding as the other terms hereof.
1.2 The Clause headings herein are solely for the sake of
convenience and are not to be applied in the
interpretation hereof.
2. Definitions
-----------
In this Agreement the following terms shall have the meanings
ascribed to them, unless expressly stated otherwise:
2.1 "Heris" means Heris Aktiengesellschaft (Company No.
56-002196-6);
2.2 "Independent Director" means a director who meets all the
independence criteria in accordance with the Foreign Law;
2.3 "Stock Exchange" means the Tel Aviv Stock Exchange Ltd. or
the Nasdaq National Market or any other stock exchange on
which the Company's Shares are listed for trade;
2.4 "External Director" means as defined in the Companies Law;
2.5 "Foreign Law" means the law applicable in the United
States regarding securities, including the provisions of
the Sarbanes Oxley Act and the rules and regulations that
have been and are in future issued by virtue thereof, and
including the rules of the Nasdaq National Market;
2.6 "Agreement" means this Agreement together with the
appendices hereto, including its amendments;
2.7 "Company" means Elbit Systems Ltd. (Public Company No.
520043027);
2.8 "First Minimum Quantity" means 3,050,000 (three million
fifty thousand) Ordinary Shares, together with all bonus
Shares that are issued in respect of them, if any, and
together with all the Shares that are issued to Koor by
virtue of rights that are vested in Koor solely in respect
of the Koor Shares in the context of a rights offering of
the Company to its shareholders, if any, all from the time
of signing this Agreement;
2.9 "Second Minimum Quantity" means 2,050,000 (two million
fifty thousand) Ordinary Shares, together with all bonus
Shares that are issued in respect of them, if any, and
together with all the Shares that are issued to Koor by
virtue of rights that are vested in Koor solely in respect
of the Koor Shares in the context of a rights offering of
the Company to its shareholders, if any, all from the time
of signing this Agreement;
2.10 "Transfer" means a sale, gift, realization of a lien (but
not the creation of a lien), loan and any other transfer
whatsoever of a Share and/or any right vested in the
Share's owner and/or holder, whether or not for
consideration and whether voluntary or involuntary;
2.11 "Companies Law" means the [Israeli] Companies Law,
5759-1999;
2.12 "First Minimum Percentage" means 6.45% of the Company's
issued share capital at the time of computation;
2.13 "Second Minimum Percentage" means 4.32% of the Company's
issued share capital at the time of computation;
2.14 "Business Day" means a day on which the two major banks in
Israel are open for business, other than Fridays and
holiday eves, which shall not be treated as a Business
Day;
2.15 "Koor" means Koor Industries Ltd. (Public Company No.
520014143);
2.16 "First Closing Date" means as defined in the Deed of Sale;
2.17 "Second Closing Date" means as defined in the Deed of Sale;
2.18 "Stock Exchange Sale" means a sale in the context of
trading on the Stock Exchange or a sale in a transaction
outside the Stock Exchange by means of a distributor to
buyers whose identity is unknown to the seller or a sale
to trust funds in Israel or abroad or to provident funds
or to provident fund management companies;
2.19 "Koor Shares" means as stated in the preamble hereto;
2.20 "Federmann Shares" means as stated in the preamble hereto;
2.21 "Ordinary Shares", "Shares" or the "Company's Shares"
means Ordinary Shares of 1 NIS par value each in the
Company;
2.22 "Federmann Enterprises" means Federmann Enterprises Ltd.
(Private Company No. 512278391);
2.23 "Officer" means as defined in the Companies Law;
2.24 "Free and Clear" means free and clear of any charge,
pledge, attachment, levy, debt, lien, claim, right of
pre-emption, right of refusal, option, lock-up arrangement
or any further or other third party right whatsoever,
other than restrictions in respect of the Transfer and/or
negotiability of Shares that are imposed pursuant to the
Foreign Law (Shares which are not registered under U.S.
securities laws);
2.25 "Federmann" means as stated in the preamble hereto;
2.26 "Acquisition" means acquisition, purchase, receipt of a
gift and any receipt of a Transfer, in any way whatsoever,
of a Share and/or right vested in the owner and/or holder
of the Share, whether or not for consideration;
2.27 "Deed of Sale" means as stated in the preamble hereto;
2.28 "Direct Control" means Control deriving from holding
Shares alone and not together with others;
2.29 "Control" means as the term is defined in the [Israel]
Securities Law, 5728-1968;
2.30 "Qualification Conditions" means all the requirements in
accordance with applicable law and pursuant to the
Company's documents of incorporation for a person to serve
as a director of the Company, including security clearance
as required in Israel for the purpose of such service, but
excluding the conditions for an Independent Director.
3. The Parties' Warranties
-----------------------
3.1 Federmann hereby warrants that Federmann Enterprises is a
limited company, duly registered in Israel and that Heris
is a foreign company, duly registered in Liechtenstein.
3.2 Koor hereby warrants that it is a limited company, duly
registered in Israel.
3.3 Each of the Parties warrants that it is empowered to enter
into this Agreement and perform all its obligations
pursuant hereto and that its signatories hereto are duly
empowered to obligate it.
3.4 Each of the Parties hereto warrants and undertakes that
there is no legal impediment and/or no impediment pursuant
to its incorporation documents and/or applicable law
and/or any order or direction of a court and/or any
contract, understanding or agreement to which it is a
party, to its entering into this Agreement and performing
all its obligations pursuant hereto.
3.5 Except as set out in this Agreement, each of the Parties
hereby warrants that it is in possession of all the
approvals and consents necessary for the purpose of
signing and performing this Agreement.
3.6 Each of the Parties further warrants that it is not a
party to any agreement, arrangement or obligation that is
contrary to and/or impairs its ability to perform all its
obligations pursuant hereto.
4. Voting Agreement - Board of Directors
-------------------------------------
4.1 From the Second Closing Date until such time as Koor's
holdings of the Koor Shares fall below the First Minimum
Percentage or until such
time as Koor's holdings of the Koor Shares fall below the
First Minimum Quantity, whichever is earlier, Federmann
shall vote by virtue of all its holdings in the Company's
Shares in favor of the election to the Company's Board of
Directors of such number of candidates as are nominated to
office by Koor, which is the greater of:
(1) two directors; or
(2) a number of directors equal to 20% of the
number of the Company's directors, including
External Directors and including the directors
who are elected as aforesaid in accordance
with Koor's nomination, rounded up to the
nearest whole number.
It is hereby agreed that if it is required in accordance
with the Foreign Law that a majority of the Company's
directors are Independent Directors, Koor undertakes that
at least one half of the directors who are elected to
office in accordance with its nomination as aforesaid,
that number being rounded up to the nearest whole number,
will fulfil the conditions required in respect of
Independent Directors.
4.2 After the Second Closing Date, from such time as Koor's
holdings of the Koor Shares fall below the First Minimum
Percentage or from such time as Koor's holdings of the
Koor Shares fall below the First Minimum Quantity,
whichever is earlier, until such time as Koor's holdings
of the Koor Shares fall below the Second Minimum
Percentage or until such time as Koor's holdings of the
Koor Shares fall below the Second Minimum Quantity,
whichever is earlier, Federmann shall vote by virtue of
all its holdings in the Company's Shares in favor of the
election of one director who has been nominated by Koor,
provided that the candidate fulfils all the Qualification
Conditions.
4.3 From the First Closing Date until:
(i) the Second Closing Date; or
(ii) to the extent that the Second Closing Date
does not occur, until such time as Koor's
holdings of the Koor Shares fall below the
Second Minimum Percentage or until such time
as Koor's holdings of the Koor Shares fall
below the Second Minimum Quantity, whichever
is earlier;
Federmann shall vote by virtue of all its holdings in the
Company's Shares in favor of the election of one director
who has been nominated
by Koor, provided that the candidate fulfils all the
Qualification Conditions.
4.4 From the First Closing Date, so long as Federmann holds
20% or more of the Company's issued share capital and so
long as Koor holds the Company's Shares, Koor shall vote
by virtue of all its holdings in the Company's Shares:
4.4.1 In favor of the election of all the directors
of the Company whose candidacy for office has
been nominated by Federmann, except for the
directors for whose election Federmann has
undertaken to vote as provided in Clauses 4.1
or 4.2 or 4.3, as the case may be, except for
a candidate who does not fulfil the
Qualification Conditions.
4.4.2 Without derogating from the generality of
Clause 4.4.1 above, in favor of the
appointment of all the external directors
whose candidacy is nominated by Federmann.
4.4.3 In favor of the appointment of the chairperson
of the board of directors who has been
nominated for office by Federmann, provided
that if at the time of the General Meeting at
which the appointment of the chairperson of
the Company's board of directors is raised for
discussion and vote, Koor is entitled to the
restricted right described in Clause 6.3
below, then at the time of the General Meeting
there shall serve one of the directors who has
been elected to office in accordance with
Koor's nomination as provided in Clause 4.1
above, who is nominated by Koor as Vice
chairperson of the Company's board of
directors.
4.5 In Clauses 4.6 to 4.8 below, "Proposing Party" means the
Party on whose nomination, as provided in Clauses 4.1 or
4.2 or 4.3 or 4.4 above, a particular candidate has been
appointed as a director of the Company.
4.6 If a Proposing Party wishes to replace or terminate the
office of a director elected in accordance with its
nomination, the Parties shall act, to the extent
necessary, to hold a General Meeting of the Company and
vote in favor of a proposal to remove said director from
office and in favor of the appointment of another director
in his place whose candidacy is nominated by the Proposing
Party and who fulfils all the Qualification Conditions.
4.7 The Parties shall vote against a proposal to remove from
office a director whose candidacy was nominated by Koor or
Federmann,
unless the Proposing Party otherwise instructs in writing
and in advance.
4.8 If the post of a director is vacated for any reason, the
Parties shall act, to the extent necessary, to hold a
General Meeting of the Company and vote for the
appointment as a director of such candidate as nominated
by the Proposing Party in place of the director whose post
has become vacant, provided that such candidate meets all
the Qualification Conditions.
4.9 Before holding any General Meeting of the Company, on the
agenda of which is the appointment of directors, notice
shall be given by the Company or by Federmann to Koor in
connection with holding the General Meeting and, in
accordance with applicable law and the Company's
incorporation documents, each Party shall give the Company
three Business Days' prior written notice, with a copy to
the other, of the candidates nominated by it for the
office of a director in the Company, as provided in this
Clause 4 above.
4.10 Should Koor's holdings of the Koor Shares fall below the
First Minimum Percentage or should Koor's holdings of the
Koor Shares fall below the First Minimum Quantity,
whichever is earlier, Koor shall use its best efforts,
subject to applicable law, in order to procure that all
the directors who have been appointed to office on Koor's
nomination as provided in Clause 4.1 above, other than one
director, will immediately resign from their office as
directors of the Company.
4.11 Should Koor's holdings of the Koor Shares fall below the
Second Minimum Percentage or should Koor's holdings of the
Koor Shares fall below the Second Minimum Quantity,
whichever is earlier, Koor shall use its best efforts,
subject to applicable law, to procure that the director
appointed to office on its nomination, as provided in
Clauses 4.2 and/or 4.3 above, shall immediately resign
from his office as a director.
5. General Voting Agreement
------------------------
5.1 From the First Closing Date and subject to the provisions
of Clause 4 above, Koor undertakes to vote by virtue of
all its holdings in the Company's Shares, on every matter
and proposed resolution that is put to the Company's
General Meeting for decision and/or for a resolution of
the Company's shareholders in any manner whatsoever, in
accordance with written instructions that are given to it
by Federmann at least seven Business Days in advance
before the time of the relevant General Meeting or the
time of passing the relevant resolution, as the case may
be.
Solely for the purpose of this Clause 5.1, Koor shall not
be deemed holder of the Company's Shares that are
exclusively owned by related private companies that are
not companies under Koor's Control and by related public
companies of Koor. At Federmann's request and subject to
applicable law, Koor shall make a recommendation to those
companies to vote in accordance with such instructions as
have been given to Koor by Federmann as aforesaid.
5.2 The provisions of Clause 5.1 above shall not apply:
(i) as regards approval by the Company's General
Meeting of transactions that are to be
approved by reason of the fact that Federmann,
Federmann's controlling shareholders or the
officers of any of them have a personal
interest in them; and
(ii) in connection with a proposal to alter the
Company's Articles of Association that is such
as to affect Koor's rights in accordance with
the Company's Articles of Association in a
manner that is prejudicial to Koor in
comparison with Federmann.
5.3 For the performance of the provisions of Clauses 4 and 5
above, the Parties undertake to attend every General
Meeting of the Company and do all acts necessary, at the
times prescribed therefor, so that their voting in the
General Meeting by virtue of all their holdings in the
Company will be valid and effective in accordance with
applicable law and pursuant to the Company's incorporation
documents.
6. Other Non-Transferable Rights
-----------------------------
6.1 Koor undertakes to give Federmann written notice
immediately after it learns that members of Xxxxxxx
Xxxxxxxx'x family and/or trusts for the benefit of Xxxxxxx
Xxxxxxxx'x family have ceased being Koor's controlling
shareholders.
Federmann may, in its discretion, give written notice to
Koor within 90 days of the date on which it receives
Koor's written notice as aforesaid that it has decided to
bring to an end the additional non-transferable rights set
out in Clause 6.3 below (the date on which Federmann's
written notice is received by Koor being referred to below
in this Clause as the "Termination Date").
6.2 The provisions of Clauses 6.3 to 6.8 below shall only
apply in the period between the Second Closing Date and
the earlier of the following two dates:
6.2.1 such time as the number of the Koor Shares
that are exclusively owned by Koor falls below
the First Minimum Percentage or such time as
the number of the Koor Shares that are
exclusively owned by Koor falls below the
First Minimum Quantity, whichever is earlier.
For the avoidance of doubt, Shares owned by a
person or entity that is not Koor shall not be
deemed as Shares that are exclusively owned by
Koor, even if Koor is deemed to hold them by
virtue of Clause 17.6 below; or
6.2.2 the Termination Date, as defined in Clause 6.1
above.
6.3 The Parties shall act, subject to applicable law, for the
appointment of one of the directors who have been elected
to office on the nomination of Koor as provided in Clause
4.1 above, who shall be nominated by Koor, as Vice
Chairperson of the Company's Board of Directors.
6.4 The Parties shall act, subject to applicable law, so that
on every one of the Company's Board of Directors'
committees there shall be a member one of the directors
elected for office on Koor's nomination as provided in
Clause 4.1 above, who shall be nominated by Koor.
6.5 The Parties shall act, subject to applicable law, so that
there shall be established in the Company a board of
directors' committee for strategic planning, its members
being: one of the directors elected for office on Koor's
nomination as provided in Clause 4.1 above, who shall be
nominated by Koor, at least one of the external directors
and such other directors as determined by the Company's
board of directors (hereinafter the "Strategic Planning
Committee"). The function of the Strategic Planning
Committee shall be to assist and make recommendations to
the Company's board of directors on the strategic planning
of the Company's business activity.
6.6 When the tenure of Xx Xxxxxx Xxxxxxxx (hereinafter "Xx.
Xxxxxxxx") as President and CEO of the Company comes to an
end, the Parties shall act, subject to the provisions of
applicable law, so that the Company's board of directors
establishes a special search committee, the composition of
which shall include the Chairperson of the board of
directors, the Vice Chairperson of the board of directors,
a director elected to office on the nomination of
Federmann as provided in Clause 4.4.1 above and a director
elected to office on the nomination of Koor, as provided
in Clause 4.1 above (hereinafter the "Search Committee").
The Search Committee shall act for 30 days in an attempt
to identify a candidate for the post of the Company's CEO,
who is agreed by all the members of the Committee and it
shall make
a recommendation to the Company's board of directors to
elect that candidate to the post of the Company's CEO. In
any event, even if the Search Committee has been unable to
locate a candidate agreed by all the members of the Search
Committee within 30 days as aforesaid, the Company's CEO
shall be elected by the Company's board of directors.
For the avoidance of doubt, it is clarified that the
Company's President and CEO is currently Xx Xxxxxxxx, and
that the Company's board of directors may extend Xx
Xxxxxxxx'x tenure as it deems fit, and that the Search
Committee mentioned above shall not be established for
that purpose.
6.7 To the extent requested to do so by Koor, Federmann shall
vote in the Company's General Meeting by virtue of all its
holdings in the Company in order to pass a resolution of
the Company approving the Company's entering into a
Registration Rights Agreement with Koor, which will vest
Koor, so long as it holds 5% or more of the Company's
issued share capital, with one demand right on the same
conditions, mutatis mutandis, ("Registration Right") as
those detailed in the Registration Rights Agreement dated
5 July 2000 among the Company, Elron Electronic Industries
Ltd. and Federmann (the "Registration Rights Agreement").
Federmann hereby undertakes that to the extent that
pursuant to the Registration Rights Agreement it is vested
with more than one demand right and to the extent that the
Company so requires for the purpose of granting the
Registration Right to Koor, Federmann shall, without any
consideration or compensation, relinquish one demand right
that is vested in it pursuant to the Registration Rights
Agreement.
6.8 Should officers or controlling shareholders of Federmann
serve as directors of any subsidiary of the Company, the
Parties shall act, subject to applicable law, so that the
Company also appoints as a director of that subsidiary one
of the directors of the Company who has been appointed to
office on Koor's nomination as provided in Clause 4 above.
The foregoing shall not apply if there is any legal
restriction to the appointment of more than one director,
who is a director of the Company, to the subsidiary's
board of directors as aforesaid.
7. For the avoidance of doubt, it is clarified that the rights granted
to Koor pursuant to Clause 6 above, in all its sub-clauses, are
personal (non-transferable) rights that are not attached to the Koor
Shares that are held by Koor. Said rights are not assignable and/or
transferable to any third party, either together with a Transfer of
all or any of the Koor Shares in the Company or otherwise.
8. Restrictions on Transfer of Shares
----------------------------------
8.1 From the First Closing Date, Koor shall not Transfer all
or any of the Koor Shares, including in the event of a
forced sale due to receivership, execution proceedings or
winding-up proceedings, except subject to and in
accordance with the provisions of Clauses 10, 11 and 12
below.
8.2 From the First Closing Date, Federmann shall not Transfer
all or any of the Federmann Shares, including in the event
of a forced sale due to receivership, execution
proceedings or winding-up proceedings, except subject to
and in accordance with the provisions of Clauses 9 and 12
below.
9. Koor's Tag-Along Right on a Sale of the Federmann Shares
--------------------------------------------------------
9.1 Should Federmann wish to Transfer any of the Federmann
Shares that constitute more than half the Federmann Shares
that are held by Federmann for the time being to a third
party (in this Clause 9 the "Third Party"), Federmann
shall provide Koor written notice detailing the number of
Shares that it intends to Transfer to the Third Party (in
this Clause "the Offered Shares"), the identity of the
Third Party, the identity of all the Third Party's
ultimate interested parties or, to the extent that the
Third Party wishes to receive a Transfer of the Offered
Shares indirectly through a trustee and/or another person
and/or another entity in any manner whatsoever, the
identity of every such trustee and other person and entity
as aforesaid and the identity of the third party
beneficiary and all its ultimate interested parties, the
number of Shares that are held by Federmann at the time of
giving the notice, all to the level of detail for which
the Company and/or the Third Party would be obligated, in
accordance with Israeli securities laws, for reporting the
identity of the said entities and persons, were the Third
Party an interested party in the Company, and the
consideration that the Third Party has undertaken to pay
Federmann for the Offered Shares, the payment terms and
all the other material conditions of the transaction,
including the transaction's conditions precedent
(hereinafter in this Clause the "Sale Notice").
9.2 By the end of a period of 7 Business Days starting on the
date of Koor's receipt of the Sale Notice (hereinafter the
"Tag-Along Notice Period"), Koor may provide Federmann
written notice that it wishes to sell to the Third Party
the Koor Shares that it holds at that time or a portion
thereof together with the Offered Shares and at the price
and on the payment terms and other conditions specified in
the Sale Notice (in this Clause 9 the "Tag-Along Notice").
In the Tag-Along Notice,
which will be provided during the Tag-Along Notice Period,
Koor shall specify the quantity of Shares, solely out of
the Koor Shares, that Koor wishes to sell the Third Party
as aforesaid.
9.3 Should Koor provide a Tag-Along Notice during the
Tag-Along Notice Period, Federmann shall be entitled to
Transfer its Shares to the Third Party, provided that the
Third Party also purchases from Koor, at the price and on
the payment terms and other conditions specified in the
Sale Notice, and at the same time, the Koor Shares
specified by Koor in the Tag-Along Notice. If the number
of Offered Shares, together with the number of the Koor
Shares specified in the Tag-Along Notice, exceeds the
quantity of Shares that the Third Party is willing to
purchase, the quantity of Shares that is purchased by the
Third Party shall be apportioned pro rata between
Federmann and Koor in the ratio between the number of the
Federmann Shares that are held by Federmann prior to
completing the Share Transfer to the Third Party and the
number of the Koor Shares that are held by Koor prior to
completing the Share Transfer to the Third Party.
9.4 Should Koor not provide a Tag-Along Notice during the
Tag-Along Notice Period, Federmann may Transfer the
Offered Shares to the Third Party for consideration and on
payment terms and other conditions no better to Federmann
than those detailed in the Sale Notice, provided that an
Agreement for the Transfer of the Offered Shares is signed
by Federmann and the Third Party within 30 Business Days
of the end of the Tag-Along Notice Period and the Transfer
of the Offered Shares pursuant thereto is completed within
180 days of the end of the Tag-Along Notice Period, all
subject to the provisions of Clauses 12.1 to 12.3 below.
9.5 For the avoidance of doubt, to the extent that a
transaction for the Transfer to the Third Party of the
Offered Shares is not signed by the expiration of 30
Business Days from the end of the Tag-Along Notice Period
or the transaction for the Transfer of the Offered Shares
is not completed within 180 days of the end of the
Tag-Along Notice Period, Federmann may only Transfer the
Offered Shares after again providing a Tag-Along Notice to
Koor as provided above in this Clause 9.
9.6 For the purpose of the foregoing provisions of Clause 9,
there shall be deemed as a single Transfer (1) a number of
transactions for the Transfer of Shares that are effected
with a single Third Party during a six-month period and
for such purpose a "Transaction for the Transfer of
Shares" includes the grant, Transfer or sale of any option
or right to acquire or receive Shares; and the "Single
Third Party" includes any related company (as defined in
the Securities Law, 5728-1968) of the
Third Party and any interested party (as defined in the
Securities Law, 5728-1968) in any of them and includes
anyone acting with the Third Party, in cooperation under
an agreement, whether written or oral, and also (2) a
transaction for the Transfer of Shares (as defined above)
in the scope of which there are Transferred in any manner
whatsoever - including as a result of a Transfer of
Control in Heris from Federmann Enterprises to a Third
Party or Third Parties and/or in other subsidiaries of
Federmann from Federmann to any Third Party or Third
Parties and/or a Transfer of actual economic control of
the Federmann Shares that are owned by Heris and/or other
subsidiaries of Federmann from Federmann to any Third
Party or Third Parties - Shares of Federmann, from
Federmann to any Third Party or Third Parties, in a
percentage of more than 50% of the Federmann Shares that
are then held by Federmann.
9.7 For the avoidance of doubt, the foregoing shall not
preclude Federmann from entering into an agreement to
Transfer the Offered Shares to the Third Party before
giving the Sale Notice, provided that such does not
preclude Koor from tagging along in the sale of the
Offered Shares to the Third Party in accordance with the
provisions of this Clause 9.
9.8 Without derogating from and in addition to the provisions
of Clause 9.6, the provisions of Clauses 9.1 to 9.7 above
shall not apply, and Koor shall not have a Tag-Along
Right, in respect of a Transfer of any of the Federmann
Shares from Federmann Enterprises to Heris and vice versa.
Nevertheless, if Federmann Enterprises sells Control of
Heris and at the time of the sale Heris holds more than
50% of the Federmann Shares, Federmann shall xxxxx Xxxx
the Tag-Along Right as provided in Clauses 9.1 to 9.7
above, mutatis mutandis. To the extent that at the time of
the Transfer of Control of Heris, Heris holds other
assets, in addition to the Federmann Shares, the value of
the Federmann Shares that are held by Heris at that time
shall be determined by an appraiser agreed between the
Parties, and in the absence of such agreement, then by the
chairperson of the accounting firm of Somekh Xxxxxxx
(KPMG), who may also appoint himself.
9.9 It is agreed that the foregoing provisions of Clauses 9.1
to 9.8 shall not apply and Koor's Tag-Along Right shall
expire from such time as Koor's holdings of the Koor
Shares fall below the Second Minimum Percentage or from
such time as Koor's holdings fall below the Second Minimum
Quantity, whichever is earlier.
10. Non-Transfer of Shares by Koor
------------------------------
Koor shall not Transfer the Koor Shares or any of them during the
period commencing on the date of signing this Agreement and ending at
the later of the following two dates:
10.1 on the expiration of 12 months after the First Closing
Date; or
10.2 if the performance of Stage `B' of the Transaction
pursuant to the Deed of Sale is completed - the expiration
of nine months after the Second Closing Date;
(hereinafter the "Prohibited Sales Period").
11. Federmann's Right of First Refusal
----------------------------------
11.1 Subject to the provisions of Clause 10 above and Clause 12
below, if Koor wishes to Transfer any of the Koor Shares
to a Third Party, it may only do so if it first enters
into an agreement with a specific Third Party for the
Transfer of those Shares, the agreement being subject to
the Right of First Refusal vested in Federmann pursuant to
this Agreement, and subject to the following provisions.
Koor shall provide Federmann written notice within 2
Business Days of entering the agreement with the Third
Party, in which it shall notify Federmann that it has
entered into a binding agreement for the Transfer of
Shares from the Koor Shares to a Third Party (in this
Clause 11 the "Third Party"), subject to the Right of
First Refusal vested in Federmann pursuant to this Clause
11, and in the notice it shall detail the number of Shares
that it has undertaken to Transfer to the Third Party (in
this Clause the "Offered Shares"), the identify of the
Third Party and the identity of all the Third Party's
ultimate interested parties or to the extent that the
Third Party wishes to receive a Transfer of the Offered
Shares indirectly through a trustee and/or other person
and/or entity in any manner, then the identity of every
such trustee and other person and entity as aforesaid, the
identity of the Third Party beneficiary and of all its
ultimate interested parties, the number of the Shares held
by the Third Party on the date of providing the notice,
all to the same level of detail for which the Company
and/or the Third Party would be obligated, in accordance
with Israeli securities laws, for reporting the identity
of the said entities and persons, were the Third Party an
interested party in the Company, and the consideration
that the Third Party has undertaken to pay to Koor for the
Offered Shares (which shall only be cash consideration),
the payment terms and all the other material conditions of
the transaction, including all the conditions precedent of
the transaction (hereinafter in this Clause the "Sales
Notice").
11.2 Until the end of a period of 21 Business Days commencing
on the date of Federmann's receipt of the Sales Notice
(hereinafter in this Clause 11 the "Acceptance Notice
Period"), Federmann may give Koor written notice that it
has decided to purchase the Offered Shares for the
consideration and on the payment terms and other
conditions detailed in the Sales Notice (hereinafter the
"Acceptance Notice").
11.3 In the event of Acceptance Notice being provided, Koor
shall Transfer to Federmann and Federmann shall take a
Transfer from Koor of all the Offered Shares, Free and
Clear, for the consideration and on the terms and
conditions detailed in the Sale Notice, within 7 Business
Days of the date on which all the approvals and permits
necessary for such transaction as aforesaid in accordance
with applicable law are obtained and in any event not
later than the expiration of 60 days from the date the
Acceptance Notice is provided (hereinafter the "Completion
Period"). The Parties shall cooperate in order to obtain
all the approvals and permits necessary for the
transaction as aforesaid as soon as possible.
11.4 Should Federmann not provide Koor an Acceptance Notice in
writing by the end of the Acceptance Notice Period or
should Federmann provide an Acceptance Notice but the
transaction mentioned in Clause 11.3 above not be
completed by the end of the Completion Period other than
due to a breach of this Agreement by Koor, Koor may
Transfer the Offered Shares to the Third Party for the
consideration and on the payment terms and other
conditions detailed in the Sales Notice, provided that the
transaction for the sale to the Third Party of the Offered
Shares is completed by the expiration of 120 days from the
end of the Acceptance Notice Period or from the end of the
Completion Period, as the case may be (hereinafter the
"Maximum Sales Period"), all subject to the provisions of
Clauses 12.1 to 12.3 below.
11.5 For the avoidance of doubt, should the transaction for the
sale of the Offered Shares to the Third Party not be
completed by the end of the Maximum Sales Period, Koor may
only Transfer the Offered Shares after again providing a
Right of First Refusal to Federmann as provided above in
this Clause 11.
11.6 From the end of the Prohibited Sales Period, the
provisions of Clauses 11.1 to 11.5 above shall not apply
with respect to a Stock Exchange sale of the Koor Shares
by Koor in aggregate quantities not exceeding in any
12-month period 2% of the Company's issued share capital.
11.7 Notwithstanding the provision of Clause 11.6 above, Koor
may not Transfer, pursuant to Clause 11.6 above, in the
aggregate, more than 300,000 of the Koor Shares that are
held by it:
11.7.1 unless Federmann Transfers more than 650,000
of the Federmann Shares, except on a Transfer
subject to Koor's Tag-Along Right pursuant to
Clause 9 above, and except for a Transfer to a
person or entity, the Shares held by which are
deemed as held by Federmann in accordance with
the provisions of Clause 17.6 below; or
11.7.2 unless the quantity of the Federmann Shares
together with the Koor Shares falls below 45%
of the Company's issued share capital, other
than as a result of a breach of this Agreement
by Koor.
12. Transfer of Shares and Obligations Pursuant to the Agreement
------------------------------------------------------------
Without derogating from the other provisions of this Agreement,
including Clause 7 above, it is agreed that on any Transfer of the
Federmann Shares by Federmann that is subject to Koor's Tag-Along
Right under Clause 9 above, and on any Transfer of the Koor Shares by
Koor that is subject to Federmann's Right of First Refusal under
Clause 11 above (hereinafter in this Clause 12 the "Shares Being
Transferred", and Koor and Federmann being respectively the
"Transferor Party"), the following provisions shall apply:
12.1 If the Transferor Party wishes to Transfer all the
Federmann Shares or all the Koor Shares, as the case may
be, the Transferor Party may not do so and such a Transfer
shall be ineffective unless the Transferor Party Transfers
and assigns to the transferee the Shares Being Transferred
(in this Clause 12 the "Purchaser"), together with the
Transfer of the Shares Being Transferred, all the rights
and obligations of the Transferor Party pursuant to this
Agreement, and the Purchaser and the Transferor Party so
confirm in writing to the other Party as provided in
Clause 12.3 below. On completion of the assignment and
Transfer of all the Transferor Party's rights and
obligations as aforesaid, the Transferor Party shall cease
being a Party to this Agreement and shall be succeeded by
the Purchaser.
12.2 If the Transferor Party wishes to Transfer only a portion
of the Federmann Shares or only a portion of the Koor
Shares, as the case may be, then the Transferor Party may
not do so and such a Transfer shall be ineffective,
unless, together with the Transfer of the Shares being
Transferred, the Purchaser assumes all the obligations of
the Transferor Party jointly and severally with the
Transferor Party and confirms said obligation in writing
to the other Party as provided
in Clause 12.3 below. For the avoidance of doubt, it is
clarified that the Transferor shall continue to be
entitled as against the other Party to all the rights
vested in the Federmann Shares or the Koor Shares, as the
case may be, that are held by it.
12.3 In the event that Koor is the Transferor Party, Koor shall
provide Federmann, together with the Sales Notice as
mentioned in Clause 11.1 above, the written confirmation
of Koor and the Purchaser as provided in Clause 12.1 above
or the written confirmation of the Purchaser as provided
in Clause 12.2 above, as the case may be, duly signed by
the Purchaser and/or Koor, as the case may be.
In the event that Federmann is the Transferor Party,
Federmann shall provide Koor, within 2 Business Days of
signing an agreement with the Purchaser for the Transfer
of the Offered Shares, as provided in Clause 9.4 or Clause
9.7 above, the written confirmation of the Purchaser, as
provided in Clause 12.1 above or the written confirmation
of Federmann and the Purchaser, as provided in Clause 12.2
above, as the case may be, duly signed by the Purchaser
and/or Federmann, as the case may be.
12.4 In addition to the foregoing, even in a case or cases in
which Federmann Transfers any of the Federmann Shares that
are held by it, the Transfer of which is not subject to
Koor's Tag-Along Right pursuant to Clause 9 above,
Federmann may, if it so desires, assign and Transfer its
obligations pursuant to this Agreement or any of them so
that the transferee of the Shares and Federmann shall be
jointly and severally liable to Koor for all the
obligations pursuant to this Agreement or a portion of
them, in such proportion as determined between Federmann
and the transferee of the Shares. For the avoidance of
doubt, Federmann may exercise its right to assign and
Transfer all or any of its obligations as provided in this
Clause 12.4 together with a Transfer of any of the
Federmann Shares, once or several times, in its
discretion.
13. Limitation on Restrictions and Rights
-------------------------------------
The limitations imposed with respect to a Share Transfer and the
rights vested in the Parties in connection with a Share Transfer
pursuant to Clauses 9 to 12 above only apply to the Federmann Shares
and the Koor Shares, and those limitations and rights shall not apply
with respect to other Shares in the Company that may be held by
Federmann or Koor, as the case may be.
14. Tag-Along Right to Purchase
---------------------------
Should a Party to this Agreement (in this Clause 14 the "Purchasing
Party") directly or indirectly, including through subsidiaries and/or
any trustee, acquire Shares of the Company for total consideration in
excess of US$ 25 million (in this Clause 14 the "Purchased Shares")
from a Single Third Party, as defined in Clause 9.6 above (in this
Clause 14 the "Seller"), whether or not on the Stock Exchange (in
this Clause 14 the "Purchase Transaction"), the other Party to the
Agreement (in this Clause 14 the "Other Party") shall have a right to
tag along on such Acquisition as aforesaid, on the terms of the
Purchase Transaction, and to acquire a portion of the securities that
are being purchased (in this Clause 14 the "Purchase Tag-Along
Right") in accordance with the provisions set out below:
14.1 The Purchasing Party shall provide the other Party written
notice within 3 Business Days of the completion of the
Purchase Transaction, detailing the terms of the Purchase
Transaction that it has made, including the quantity of
additional Shares, the price (which shall only be cash
consideration), the payment terms, the Seller's identity
and every other material condition (in this Clause 14 the
"Seller's Notice").
14.2 Within 14 Business Days of receiving the Purchaser's
notice, the Other Party shall give the Purchasing Party
written notice if it is tagging along in the Purchase
Transaction and of the quantity of Shares, out of the
additional Shares, that it wishes to purchase, not
exceeding such quantity the ratio between which it and the
rest of the additional Shares is equal to the ratio:
(i) if Koor is the Other Party - between the Koor
Shares that are held by Koor on the date the
Purchaser's notice is given and the Federmann
Shares that are held by Federmann on the date
the Purchaser's notice is given;
(ii) if Federmann is the Other Party - between the
Federmann Shares that are held by Federmann on
the date the Purchaser's notice is given and
the Koor Shares that are held by Koor on the
date the Purchaser's notice is given.
14.3 Should the Other Party give the Purchasing Party Tag-Along
notice at such time as mentioned in Clause 14.2 above, the
Purchasing Party shall Transfer to the Other Party Shares
of the Company in the quantity specified in the Tag-Along
notice, Free and Clear, for the consideration and on the
terms detailed in the Purchaser's notice, all within 7
Business Days of the date of giving the Tag-Along notice.
15. Term of the Agreement and Effect of the Agreement
15.1 This Agreement shall take effect on the First Closing
Date. Should Stage `A' of the Transaction (as the term is
defined in the Deed of Sale) not be performed and
completed by the end of 3 Business Days after the Stage
`A' Completion Deadline (as defined in the Deed of Sale),
then this Agreement shall be null and void and
ineffective, without either of the Parties having any
claim, complaint or demand against the other.
15.2 This Agreement shall be in effect until the end of a
period of 15 years from the date on which it enters into
effect as provided in Clause 15.1 above or until such time
as Federmann's holdings of the Federmann Shares together
with Koor's holdings of the Koor Shares fall below 25% of
the Company's issued share capital, whichever is the
earlier.
15.3 For the avoidance of doubt, it is clarified that this
Agreement shall not come to an end if Koor or Federmann
ceases to hold Koor Shares or the Federmann Shares, as the
case may be, if together with a Transfer of the remainder
of the Federmann Shares or the Koor Shares, as the case
may be, the Transferor Party (as defined in Clause 12
above) Transferred and assigned all its rights and
obligations pursuant to this Agreement to the Purchaser
(as defined in Clause 12 above), and the provisions of
this Agreement shall continue to apply and obligate the
Purchaser and the Other Party.
16. Koor's Withdrawal from the Controlling Interest
-----------------------------------------------
16.1 Koor may at any time from October 1, 2008, provide written
notice to Federmann in which it shall inform Federmann of
Koor's desire to bring to an end its rights and
obligations pursuant to Clauses 4, 6 (if Koor is entitled
to rights pursuant to Clause 6 at that time), 7, 8, 9, 10,
11 (except for Clauses 11.6 and 11.7), 12, 13 and 14 of
this Agreement (hereinafter in this Clause 16 the "Revoked
Clauses"), and on the expiration of 6 months from the date
on which Federmann is given Koor's written notice as
aforesaid (hereinafter in this Clause 16 the "Expiration
Date"), all the Parties' rights and obligations pursuant
to the Revoked Clauses shall expire so that the sole
rights and obligations that will continue to obligate and
entitle the Parties pursuant to this Agreement shall be
the rights and obligations in Clause 5 above and this
Clause 16, all without prejudice to either of the Party's
rights to any relief in respect of a breach of any of the
provisions of the Revoked Clauses that occurred prior to
the Expiration Date.
16.2 Should such notice be given by Koor and to the extent that
Federmann so wishes, the Parties shall discuss the
possibility of Koor's Shares that are held by Koor at that
time being acquired by Federmann, alone
or together with others, without the provisions of this
Clause being such as to obligate either of the Parties to
enter into such a purchase agreement or to permit Koor to
Transfer the Koor Shares otherwise than in accordance with
the provisions of Clauses 16.3 and 16.4 below.
16.3 As from the Expiration Date, Koor may Transfer all or any
of the Koor Shares that are held by it in any way, either
by a Stock Exchange sale or otherwise, including a
distribution in kind to its shareholders, subject
nevertheless to Federmann's Right of First Offer as
provided in Clause 16.4 below or in accordance with the
provisions of Clauses 11.6 and 11.7 above.
16.4 Federmann's Right of First Offer
--------------------------------
16.4.1 As of the Expiration Date, Koor may not
Transfer any of the Koor Shares unless it
first gives Federmann written notice detailing
the quantity of the Koor Shares that it wishes
to transfer (hereinafter the "Offered
Shares").
16.4.2 Federmann may, but is not required to, within
14 Business Days of receiving Koor's notice as
aforesaid (hereinafter in this Clause 16.4 the
"Offer Period"), provide Koor written notice
(hereinafter in this Clause 16.4 "Federmann's
Notice"), informing Koor that it wishes to
purchase from Koor the Offered Shares or the
portion of them as specified by Federmann in
Federmann's Notice (hereinafter in this Clause
16. the "Shares for Purchase") and the price
per Share that it is willing to pay for those
Shares (hereinafter in this Clause 16.4 the
"Price Offered").
16.4.3 Within 7 Business Days of Koor's receiving
Federmann's Notice, Koor shall provide
Federmann written notice (hereinafter in this
Clause 16.4 the "Koor's Notice") if it agrees
or if it does not agree to Transfer to
Federmann the Shares for Purchase at the Price
Offered. Should Koor inform Federmann in
Koor's Notice that it agrees to Transfer to
Federmann the Shares for Purchase at the Price
Offered, Koor shall Transfer to Federmann and
Federmann shall accept from Koor a Transfer of
the Shares for Purchase, and Federmann shall
pay Koor the Price Offered, all by the
expiration of 21 Business Days from the date
Koor's Notice is received by Federmann
(hereinafter in this Clause 16.4 the
"Completion Period").
16.4.4 Should Koor inform Federmann in Koor's Notice
that it does not agree to Transfer to
Federmann the Shares for Purchase at the Price
Offered, Koor may Transfer the Shares for
Purchase to a Third Party or Third Parties,
but only at a price greater than the Price
Offered on the same or more favorable payment
terms to Koor than those specified in Clause
16.4.3 above, without any further obligation
of Koor, all within 90 Business Days of the
date Koor's Notice is given. For the avoidance
of doubt, to the extent that the Shares for
Purchase have not been Transferred by Koor to
a Third Party as aforesaid within 90 Business
Days of the date of Koor's notice being
provided, Koor may only Transfer the Shares
for Purchase after again providing Federmann
the Right of First Offer as provided in this
Clause 16.4.
16.4.5 Should Federmann not provide Federmann's
Notice within the 14 Business Days mentioned
in Clause 16.4.2 above or should Federmann
state in Federmann's Notice that it wishes to
acquire only some of the Offered Shares or if
the Transfer of the Shares for Purchase has
not been completed by the end of the
Completion Period, otherwise than due to a
breach of contract by Koor, Koor may, within
90 Business Days of the date on which Koor's
Notice was provided as provided in Clause
16.4.3 above or from the end of the Completion
Period, as the case may be, sell the Offered
Shares (if Federmann's Notice has not been
provided as aforesaid) or that portion of them
that are not included in the Shares for
Purchase (if Federmann's Notice is provided
with respect to only a portion of the offered
Shares).
16.4.6 For the purpose of Clauses 16.4.3 and 16.4.5
above, a Transfer of Shares by means of their
distribution as a dividend in kind by Koor to
its shareholders shall be deemed as a Transfer
of Shares that is made on the date determining
the rights to receive the dividend in kind by
Koor's shareholders, and such Transfer as
aforesaid shall be deemed as though made at
the average closing price of the Company's
shares on the Tel Aviv Stock Exchange in the
12 trading days before and in the 12 trading
days after the date of giving Koor's written
notice as provided in Clause 16.4.1 above.
17. Miscellaneous
-------------
17.1 This Agreement may be signed in several separate copies
and each copy signed by one of the Parties shall be
treated as an original and all together they shall be
treated as a single, complete document.
17.2 No conduct by either of the Parties shall be deemed a
waiver of any of its rights pursuant to this Agreement or
by law or as its waiver of or acquiescence to in any
breach or non-performance of any condition, unless the
waiver, acquiescence, postponement, modification,
cancellation or addendum has been done expressly and in
writing.
17.3 This Agreement contains, embodies, merges and expresses
all the terms and conditions agreed between the Parties on
the matters mentioned herein. Any promises, guarantees,
agreements, whether written or oral, undertakings or
representations on the matters mentioned in this Agreement
that were given or made by the Parties prior to the making
of this Agreement that have not found specific expression
herein shall not be deemed to augment, derogate from or
modify the rights and obligations provided in this
Agreement or deriving herefrom, and the Parties shall not
be bound by them from the date of this Agreement
(hereinafter "Revocation of the Obligations Preceding
Signature"). It is hereby expressly agreed that the
Revocation of the Obligations Preceding Signature shall be
effective even in the event that this Agreement is revoked
or rescinded for any reason. The foregoing shall not be
such as to impair the effect of the Parties' rights and
obligations pursuant to the Sale [sic] Agreement.
17.4 For the avoidance of doubt, the provisions of the
Shareholders Agreement between Koor and the Company,
including wording that is different from the wording of
this Agreement, shall not in any manner be applied in the
interpretation of this Agreement. Without prejudice to the
generality of the foregoing, the exchanges of documents
between the Parties prior to the signature of this
Agreement, including the drafts exchanged between them,
shall have no significance in the interpretation of this
Agreement.
17.5 Except as otherwise provided in this Agreement, the
Parties' rights and obligations pursuant to this Agreement
are not assignable and/or transferable. The provisions of
this Clause are not such as to affect Federmann's right to
exercise its right of first refusal as provided in Clause
11 above by means of any third party and/or third parties.
17.6 In this Agreement any person or entity shall be deemed as
holding all the Shares held by it, directly or indirectly
and, without prejudice to the generality of the foregoing,
all the Shares held, directly or indirectly, by any
related entity and by any member of his family, as they
are defined in the Securities Law, 5728-1968; and also all
the
Shares that are held by any person and/or entity that is
construed in accordance with the provisions of the
Securities Law, 5728-1968 as holding Shares of the Company
together with that person or entity and also all the
Shares held through a trustee and/or registration company,
and also all the Shares that are held by another
shareholder of the Company who is jointly and severally
liable with a Party to this Agreement for the obligations
pursuant to this Agreement. Nevertheless, a Party to this
Agreement shall not, for the purpose of this Agreement, be
treated as holding Shares that are held by the other Party
to this Agreement.
17.7 This Agreement shall be governed by the laws of the State
of Israel, without taking into account its choice of law
rules. Exclusive jurisdiction on all matters relating to
this Agreement or deriving herefrom is vested in the
competent courts in the City of Tel Aviv-Jaffa and in them
alone.
17.8 Each of the Parties to this Agreement shall bear the legal
expenses that it is charged in respect of this Agreement.
17.9 An obligation to vote by virtue of all of a Party's Shares
in the Company in connection with any resolution in any
way also includes the obligation to participate in the
vote by virtue of all those Shares, and not to vote for
any further or other proposed resolution that is such as
to contradict, cancel or diminish said resolution.
17.10 Without being such as to impose any further limitations on
the Transfer of Shares other than that expressly provided
in this Agreement, each of the Parties undertakes to act
in good faith towards the other and not, by act or
omission, to cause the frustration of this Agreement's
provisions or any of them and/or to make them
unrealizable.
17.11 The Parties hereto may extend any time specified in this
Agreement, either once or several times, by written notice
signed by two officers of each Party to this Agreement,
without any further approval being necessary.
18. Notices
-------
18.1 The Parties' addresses for the purpose of this Agreement
are as set out in the heading hereto or any other address
in Israel of which one Party gives the other written
notice.
18.2 Any notice pursuant to this Agreement shall be in writing
and be sent by registered mail or personal delivery by
messenger to the address of
the relevant Party, as mentioned in Clause 18.1 above, and
that address shall in all respects in connection with this
Agreement also be the address of that Party for the
service of court process.
18.3 Notice that is sent shall be treated as having reached the
addressee and come to its knowledge within five Business
Days if sent by registered mail or, if delivered in person
by messenger by 17:00 hours on any Business Day, it shall
be treated as received on the Business Day after delivery.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT:
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxxxxxxxx /s/ Dov Ninveh
------------------- --------------- --------------------- --------------
Koor Industries Ltd. Federmann Enterprises Ltd.
/s/ Illegible
------------------------
Heris Aktiengesellschaft
