VOTING AGREEMENT
Agreement dated as of day of 20 day of August, 1997 by and between
EUROTECH, LTD, a USA District of Columbia corporation with offices located at
0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx, XXX 00000 ("EURO") and
X. Xxxxx and X. Xxxxxxxxx (THE AUTHOR) located in Israel at __________________.
WITNESSETH
WHEREAS, THE AUTHOR has presented certain scientific-technical ideas and
has formed along with the other entities an Israeli start-up company named
Comsyntech (START-UP) with the intent to further research and develop the said
ideas into the marketable technologies and later to implement this development
into industrial applications,
WHEREAS, EURO has initiated and funded the search and selection of the
technology on which the START-UP is formed and EURO will undertake the
responsibilities for the future marketing, licensing and industrial
implementation of the developed technology and,
WHEREAS, EURO has committed to provide for the necessary funding of the
START-UP operations and be exclusively responsible for the introduction of the
developed technology and corresponding products to the world market
WHEREAS, THE AUTHOR holds 50% (fifty percent) of the equity in the
START-UP at the time of the formation and THE AUTHOR would like to yield the
decisions on the marketing and major operational issues of the START-UP to EURO
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and of the mutual benefits herein provided EURO and THE AUTHOR have agreed as
follows:
1. Commitment to the mutual voting position - yield of the voting
rights. THE AUTHOR has agreed that he will yield his voting rights
as a 50% shareholder of the START-UP to EURO or its representative
regardless whether EURO representative is on the Board of Directors
of the START-UP or not. THE AUTHOR will take written instruction
from EURO on THE AUTHOR's voting position on the issues related to
the
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strategic decisions made by the Board of Directors of THE START-UP such as
but not limited to the issue of the shares, sales of the shares,
appointment of the officers of the START-UP, signing of the major
contracts, licensing of the technology, etc.
2. Term. The term of this agreement shall be for the life of the START-UP
with transfer of the status quo as appropriate to the successor of the
START-UP if and when such a transfer takes place and in which THE AUTHOR
will have the equity share.
3. Other Arrangements. This Agreement does not preclude from making any other
arrangements between EURO and THE AUTHOR in the course of conducting
mutual business.
4. Complete Agreement. This Agreement supersedes any other and all prior
written or oral other agreements between EURO and THE AUTHOR made on the
subject of this Agreement.
5. Governing Law. All disputes and claims between the parties in connection
with this agreement shall be settled at the competent court of New York
City, USA and the parties to this agreement shall submit themselves to the
jurisdiction of such a court.
6. Penalties. THE AUTHOR agrees that if he votes against or differently from
the position taken by EURO and such voting results into direct or indirect
financial losses of EURO or damages marketing position of EURO or causes
any other setbacks for EURO THE AUTHOR will be liable to cover such losses
by transferring to EURO without compensation all the equity held by THE
AUTHOR in THE START-UP as a minimum to cover said losses. THE AUTHOR
realizes that such a transfer may or may not fully compensate EURO for the
said losses and THE AUTHOR can be further held liable and sued in the
court of law.
7. General. Any amendments to this agreement shall be binding upon the
parties only if mutually agreed upon in writing and signed by both parties
to this agreement. Any provision
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herein which is found to be illegal, invalid or unenforceable under any
applicable provision of the laws in effect in Israel or with respect
thereto, shall be amended to the extent required to render this agreement
valid, legal and enforceable under such laws and such amendments shall not
affect the basic rights and obligation of the parties to this agreement
and the basic intent of this agreement as given in para. 1, 2 and
IN WITNESS WHEREOF, EURO and THE AUTHOR have executed this Agreement as of
the date first above written
/s/ Xxxxx /s/ X. Xxxxxxxx
------------------------ ---------------------------------
THE AUTHOR EUROTECH, LTD.
BY: Xx. Xxxxxxxx X. Xxxxxx, Xx.
CEO and Chairman of the Board
