Voting Agreement
Agreement dated as of the 20th 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. Xxxxxxxxxx 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 Remptech
(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 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 STAR-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 arrangement 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 the 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 herein which is found to be illegal, invalid and
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 paragraph 1, 2 and
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In witness whereof, EURO and THE AUTHOR have executed this Agreement as of
the date first above written
/s/ X. Xxxxxxxxxx
/s/ X. Xxxxxxxxx /s/ Xxxxxxxx X. Xxxxxx, Xx.
-------------------------------- ---------------------------------
THE AUTHOR
by _____________________________ EURO
By Xx. Xxxxxxxx X. Xxxxxx, Xx.
CEO and Chairman of the Board
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