EXHIBIT 4
AGREEMENT
This Agreement (the "AGREEMENT") made as of the 8th day of March, 2007, by and
among Aviv Tzidon Israeli ID number 000000000 ("PARTY A") and JDO Secretaries
Limited, Geometric Hedge Limited, Xxxx Technologies Ltd. and Xxxxx Ltd.
represented by Adv. Xxxx Xxxxx (the "PARTY B").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Reference is hereby made to (i) that certain Call and Put Option Agreement
dated August 2, 2006, by and among JDO Secretaries Limited, Geometric Hedge
Limited and Aviv Tzidon, including all schedules, exhibits thereto and all
aide letters with respect thereto (the "GHL OPTION AGREEMENT"), and (ii)
that certain Call and Put Option Agreement dated August 2, 2006, by and
among Xxxx Xxxxx, Xxxxx Ltd., Xxxx Technologies Ltd. and Aviv Tzidon
including all schedules, exhibits thereto and all side letters with respect
thereto (the "XXXX OPTION AGREEMENT") and together with the GHL Option
Agreement the "OPTION AGREEMENT").
2. In consideration for the termination and annulment of the Option Agreements
Party B will pay Party A, as reimbursement for sums paid by Party A in
connection with the Option Agreements (including payments of an amount of
US$ 125,000 to EBN Advocates) the total sum of US$ 500,000, with seven (7)
business days from the date hereof.
3. Upon payment as detailed in Section 2 above, the Option Agreements,
including all rights deriving from or notices provided under the Option
Agreements, will be cancelled and terminated, shall be xxxx and void and
shall have no further force and effect,. Each of the undersigned, will for
himself, and his related parties, affiliates, shareholders, directors,
heirs, executors, administrators, legal representatives and successors,
irrevocably and unconditionally releases, acquits and forever discharges
the other parties from any and all actions or causes of actions, suits,
claims, complaints, liabilities, responsibilities, disputes, debts, rights
and obligations of every nature whatsoever which are based upon or result
from the Option Agreements and/or any act or omission related thereto.
4. Party B or a third party designated by Party B, will purchase from
Aeronautics Defense Systems Ltd. ("AERONAUTICS") all its holdings in Chun
Holdings Ltd. and in Chun Holdings Limited Partnership (jointly and
severely "CHUN"), in accordance with an agreement between Party B and
Shaked, dated February 23, 2007, and immediately after such purchase will
transfer to Party A 50% of these acquired shares and interest. No
consideration shall be paid by Party A to Party B for said transfer of
shares and interests in Chun.
Following the undertaking of Party B as stated above, Party A hereby waives
his right of first refusal in connection with the transfer of the shares
and interests in Chun detailed above and transfer of shares from Precient
Systems & Technologies Pte Ltd., to Party B or any of its affiliates.
Party A declares and agrees that all loans plus interest acquired by Party
B from Aeronautics shall be deemed owners loans by Party B and shall be
repaid to Party B prior to any dividend distribution and other payments
whatsoever to shareholders or partners in Chun.
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Party B acknowledges and undertakes to provide further loans to Chun as
will be required to repay all outstanding debts of Chun to Bank Hapoalim BM
and Bank Leumi, and such loans shall also be deemed owners loans by Party B
and shall be repaid to Party B prior to any dividend distribution and other
payments whatsoever to shareholders or partners in Chun.
5. It is hereby clarified that after the transfer of shares and interest by
Party B to Party A as detailed in Section 4 above, Party A and Party B will
hold equal holdings and interests in Chun Holdings Ltd. and Chun Holdings
Limited Partnership, respectively.
6. Party A undertakes to continue and serve as an active chairman of BVR
Systems (1998) Ltd. until December 18, 2009.
IN WITNESS WHEREOF the Parties have signed this Agreement as to the date hereof:
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Aviv Tzidon
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JDO Secretaries Limited
Represented by Adv. Xxxx Xxxxx
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Geometric Hedge Limited
Represented by Adv. Xxxx Xxxxx
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Xxxx Technologies Ltd.
Represented by Adv. Xxxx Xxxxx
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Xxxxx Ltd.
Represented by Adv. Xxxx Xxxxx
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