ADDENDUM TO AGREEMENT Made this 24 day of April 2009
Exhibit 10.24
[TRANSLATED
FROM THE HEBREW]
ADDENDUM TO
AGREEMENT
Made this
24 day of April 0000
XXXXXXX: Xxxx
Xxxxxx, XX No. 53408639
of 000 Xxxxx Xxxxxxx Xxxxx #0000,
Xxxxxxx Xxxxx, XX. 00000
(hereinafter referred to as
“Carmel”)
of the first
part
AND: Omdan
Counselling & Training Ltd
Private company
no. 511468316
of 00 Xxxxx Xxxx Xxxxxx, Xxxxx
Xxxxxxxx 00000
(hereinafter referred to as
“Omdan”)
of the second
part
AND: Nir
Ecology Ltd
Private company
no. 511415382
of 17 Maaleh Xxxxxxxx Xxxxxx, Xxxxxx
Xxxxx 00000
(hereinafter referred to as “Nir
Ecology”)
of the third
part
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WHEREAS
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on
24th February 2009 a voting agreement was made between the parties as the
shareholders of Pimi Agro Cleantech Ltd, private company
no. 513497123 (hereinafter respectively referred to as “the voting
agreement” and “the Company”);
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AND
WHEREAS
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pursuant
to the voting agreement it was provided that for the purposes of listing
their shares for trade and issuing shares to pension funds in the USA
(hereinafter referred to as “the Issue”), the parties
would transfer their shares in the Company to a company to be
registered in the USA on and against shares in the American Company with
the same rights and in the same quantities as the shares in the Company
held by the parties;
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AND
WHEREAS
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the
American Company was established on 1st April 2009 in Delaware under the
name Pimi Agro Cleantech Inc. (hereinafter referred to as “Pimi
Inc.”);
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AND
WHEREAS
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it
has become apparent to the parties that pursuant to section 104H of the
Income Tax Ordinance and the pre-ruling pursuant thereto, Pimi Inc. must
have a single class of shares after the parties’ shares have been
transferred to it;
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AND
WHEREAS
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further
to the said information, the parties wish to amend the voting agreement as
set out below in order to permit acceptance of the
pre-ruling.
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NOW
THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:
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1.
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The
recitals hereto constitute an integral part
hereof.
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2.
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The
terms and expressions in this agreement shall have the same meanings as
given to them in the voting
agreement.
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3.
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Clause
5 of the voting agreement shall be replaced by the following
-
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5.1
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If
by reason of the issue and for the purpose of its implementation the
parties transfer their shares to Pimi Inc., they shall receive shares in
Pimi Inc. instead of their shares in the Company so that all the Ordinary
Shares and Preference Shares of the Company that are held by them shall be
converted into one class of shares (Common Stock) in Pimi Inc. The parties
undertake that the provisions of this agreement shall apply to their
holdings of Pimi Inc. shares, mutatis
mutandis.
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5.2
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Omdan
and Nir Ecology undertake that in the event of Pimi Inc.’s winding-up or
in the event of the sale of all its share capital to an investor or
strategic purchaser, excluding in the event of a sale of shares on the
stock exchange, as a result of which Carmel obtains less than
US$ 965,000, they shall make up the amount to US$ 965,000 from
the proceeds that they receive in the event of winding-up or a sale of
their shares, if received, to a maximum of the amounts that they receive
as a result of such winding-up or sale, pro rata between them
to the proportionate holdings of each of them in Pimi Inc. in comparison
with the total holdings of Omdan and Nir Ecology in Pimi Inc. at the time
of the winding-up or sale.
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5.3
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Should
the issue not be implemented within 12 months of the date hereof, the
parties shall act in order to restore the capital structure of the Company
(including the different share classes and the holdings of those classes)
to the state existing prior to the execution
hereof.
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4.
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It
is hereby expressed that the other provisions of the voting agreement
shall remain unchanged.
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AS
WITNESS THE HANDS OF THE PARTIES
/s/ Nir Ecology
Ltd
/s/Omdan Counselling & Training
Ltd
Nir
Ecology
Ltd Omdan
Counselling & Training Ltd
/s/Alon
Carmel
Alon
Carmel
