Exhibit 10.16
Xxxx Xxxxxx
c/o Organitech USA, Inc.
Technion Science Park
Nesher 00000
Xxxxxx
June 16, 2002
..
B.L.M. N.V.
Leopoldplaatz 10
Bus 7 - Antwerp
Belgium
Attention: Xxxxxx Xxxxx
Dear Xxxxxx:
This letter will confirm our agreement with respect to the voting of
certain shares of common stock, par value $.001 per share (the "Common
Stock"), of Organitech USA, Inc. (the "Company"). Reference is made to
the Securities Purchase Agreement (the "Agreement") dated as of June 16th,
2002 by and between the Company and B.L.M. N.V. ("BLM"). Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Agreement.
We have agreed that following the Closing Date, and as long as
BLM and its Affiliates, on the one hand, and I, on the other hand, beneficially
own at least 1,000,000 shares of Common Stock each, BLM and its Affiliates
and I will vote or cause the vote of all shares of Common Stock beneficially
owned by us to be effected as a bloc (hereof - "the bloc"). To determine how
such shares should be voted, I will consult with you or other designated
representatives of BLM no later than 15 Business Days before (i) any matter
is presented to the shareholders of the Company for their vote or (ii) either of
us proposes to deliver a shareholder consent to the Company. In the event we
cannot reach agreement on how any shares of Common Stock should be voted
or whether consent should be given on a particular matter no later than 10
Business Days before the shareholder meeting or proposed delivery date for
consents, we agree to submit the matter to non-binding arbitrator, who will have
the right to decide how the bloc will vote. However, If the arbitrator will fail
to make his decision, at least 2 business days before the shareholders
meeting, the bloc will vote for postponing the decision in this meeting to a
later date, until which we, if not the arbitrator, shall reach a decision.
We shall agree that any decision by the board of directors of the
Company regarding the selling of the company's assets, all of them or a
substantial part of them, or the company's merge with another company in a
merger in which the Company is not the survivor or the abandon of the current
business of the Company shall require the unanimous agreement of the directors
of the Company.
This voting agreement shall cease to be of any force or effect on
June 16th 2007 or, if earlier, at any time when an Event of Default has occurred
and is continuing.
If the foregoing reflects your understanding of our agreement, please
so indicate by signing a copy of this letter where specified and returning it
to me.
Sincerely,
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
CEO, OrganiTECH U.S.A. Inc.
Acknowledged and Agreed:
B.L.M. N.V.
By:_/s/ Xxxxxx Xxxxx___
Name: Xxxxxx Xxxxx
Title: Director
