AGREEMENT
AGREEMENT, made as of August 10, 1996, by and among, XXXX XXXXXXX of
Xxxxxxx, Xxxxxx ("Xxxxxxx"), XXXXXXX XXXXXXX, as Trustee for The Tokayer Family
Trust, of Emanuel, Israel ("Trust"), XX. XXXXXX XXXXXXX of Xxxxxxx, Xxxxxx
("Xxxxxxx), XXXX XXXXXXXXXXX, of New York, New York ("Shimonovich"), XXXX
XXXXXXXXXX, of New York, New York ("Xxxxxxxxxx"), XXXXX XXXXXXX of New York, New
York ("Malka"), and MACHTECH LIMITED, a private company organized under the laws
of Jersey ("Machtech").
W I T N E S S E T H
WHEREAS, each of Tokayer, Trust, Sollish, Shimonovich, Xxxxxxxxxx,
Xxxxx, and Machtech are holders of shares (in such capacity, the "Shareholders")
of Common Stock, par value $0.001 of TTR Inc., a Delaware company (hereafter the
"Company"); and
WHEREAS the Parties have agreed to enter into this Agreement for the
purpose of setting forth certain voting obligations in relation to the
development and operation of the Company, with the intent that their
relationship and involvement as aforesaid be governed by the terms and
conditions herein contained;
NOW THEREFORE THIS AGREEMENT WITNESS that in consideration of the
premises and of the agreements herein contained, and other good and valuable
consideration (being hereby severally acknowledged as received), it is hereby
mutually declared, covenanted and agreed by the parties hereto as follows:
That the recitals contained herein are true in substance and in
fact.
ARTICLE 1.00 - RELATIONSHIP OF PARTIES
Operations Subject to Agreement
1.01 The parties agree that the election of Directors of the Company and voting
in shareholder's meetings of the Company shall be governed by this Agreement.
Non-Agency, etc.
1.02 Except to the extent only as may herein be expressly provided, no party
shall (whether by reason of any provision herein contained or otherwise) be
deemed to be the partner, agent or legal representative of the other parties,
whether for the purpose of this Agreement, the Company or otherwise, nor shall
any party have, nor represent itself to have, any authority or power to act for,
or to undertake any obligations or responsibility on behalf of the other party,
unless expressly provided herein.
2
ARTICLE 2.00 - ADMINISTRATION
Voting
2.01 At all general or special shareholders' meetings of the Company, each
Shareholder shall vote shares held by such Shareholder in favor of the position
favored by a majority of the shares held by the Shareholders. In furtherance of
such agreement, the shareholders agree to consult with each other prior to any
such meeting in order to ascertain their uniform position.
2.02 The parties hereto hereby covenant and agree to do such things, to attend
such meetings and to execute such further documents, agreements and assurances
as may be deemed necessary or advisable from time to time in order to carry out
the terms and conditions of this Agreement in accordance with their intent.
Term
2.03 This Agreement shall endure for a period of ten (10) years, beginning with
the effective date as determined above. At any time within two years of the
expiration of the Agreement, the parties may extend its duration, for as many
additional periods as desired, each not to extend ten (10) years.
Enurement
2.04 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective successors and assigns unless such assignees
are purchasers of the Shares in an open market transaction.
Termination
2.05 The termination of this agreement however caused and the ceasing by any
shareholder to hold any shares shall be without prejudice to any obligations or
rights of any of the parties hereto which have accrued prior to any such
termination or cessor and shall not affect any provision of this Agreement which
is expressly or by implication provided to come into effect on or to continue in
effect after such termination or cesser.
3
Jurisdiction
2.06 This Agreement, its validity, construction and effect shall be governed by
and construed under the laws of the State of New York.
IN WITNESS WHEREOF the parties hereto have fixed their signatures as of
the day and year first above typewritten.
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
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Xxxx Xxxxxxx Xxxxxxx Xxxxxxx, as Trustee for
The Tokayer Family Trust
/s/ Xxxxxx Xxxxxxx /s/ Xxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxx Xxxx Xxxxxxxxxxx
/s/ Xxxx Xxxxxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxx Xxxxxxxxxx Xxxxx Xxxxxxx
Machtech Limited
By: /s/
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