Exhibit 99.2
MEMORANDUM OF AGREEMENT entered into as of the 23rd day of June 2004.
BY AND BETWEEN: ANFIELD LIMITED, a company duly incorporated under the
laws of the State of Israel
(hereinafter referred to as the "Vendor")
AND: XXXXXXX X. XXXXXXXX Executive, of the City of Westmount,
Province of Quebec, presently residing at 0000 Xxxxxxxxx
Xxxxxx
(hereinafter referred to as the "Purchaser")
1. The Vendor hereby sells, transfers and conveys to the Purchaser and the
Purchaser hereby purchases from the Vendor, ninety thousand (90,000) ordinary
shares in the capital stock of Koor Industries Ltd. (the "Purchased Shares").
2. The purchase price for the Purchased Shares shall be Three Million Six
Hundred Thousand Dollars (U.S. Funds) (U.S.$3,600,000.00) payable on the date
hereof.
3. The Vendor hereby represents and warrants to the Purchaser the following:
a) that the Vendor is the beneficial owner of the Purchased Shares
which are free and clear of all liens, charges, pledges or other
encumbrances of any kind, nature or description whatsoever;
b) that no person, firm or corporation has any agreement, option or
right capable of becoming an agreement or option for the purchase of
the Purchased Shares;
c) that the Vendor has the full right, authority and capacity to enter
into this agreement; and
4. The representations and warranties contained herein shall survive the
execution of this agreement and shall continue to remain in full force and
effect.
5. Each of the parties shall, from time to time, at the request of the other
party and without further consideration, execute such further instruments of
conveyance and take such other actions as the requesting party may reasonably
require to convey and transfer more effectively to the Purchaser the Purchased
Shares. The parties will furthermore sign all documents and do all things
necessary to give effect to the present transaction.
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6. The effective date of the present agreement shall be June 23, 2004.
7. Any notice, demand, request or other instrument which may be or is required
to be given under this agreement shall be delivered in person or sent by
registered mail, postage prepaid, and shall be addressed:
a) if to the Vendor, at:
Xxxxxx, Fox & Xxxxxx
Xxxx Xxxxx
0 Xxxxxxxx Xxxxxx
Xxx Xxxx, 00000
XXXXXX
Attention: Xxxx Xxxxx
b) If to Purchaser, at:
0000 Xxxx Xxxxxx
0xx Xxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Any such notice, demand, request or consent shall be deemed to have been given
or made on the day upon which such notice, demand, request or consent is
received and any party may at any time give notice in writing in the manner
aforesaid to the others of any change of address of the party giving such notice
and from and after the giving of such notice the address therein specified shall
be deemed to be the address of such party for the giving of notices and other
communications hereunder.
8. This agreement shall be construed and interpreted in accordance with the laws
of the Province of Quebec.
9. This agreement shall enure to the benefit of and be binding upon the parties
hereto, their respective successors, administrators, representatives and
assigns.
10. The parties acknowledge that they have requested and are satisfied that the
foregoing be drawn up in English. Les parties aux presentes reconnaissent
qu'elles ont exige que ce qui precede soit redige en Anglais et s'en declarent
satisfaites.
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IN WITNESS WHEREOF, the parties hereto have executed the present
agreement at the place hereinabove mentioned.
ANFIELD LIMITED
Per: /s/ Xxxx Xxxxx
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/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
