AGREEMENT FOR THE SALE OF SHARES (Version 1.015)
Exhibit
10.24
(Version
1.015)
Written
and signed in Lod on January 15th, 2008
BETWEEN:
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AROTECH
CORPORATION
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Private
Company 2249957 (Delaware, USA)
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Convened
by the laws of Delaware, USA, and located in the USA
at:
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0000
Xxx Xxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxx
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(Hereinafter:
“Arotech”)
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AND
BETWEEN:
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ELECTRIC FUEL (E.P.L.)
LTD.
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Private
Company 511532673
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Israeli
company, located at 0 Xxxxxxxx Xxxxxx, Xxxx Shemesh Industrial Zone, West,
Israel
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(Hereinafter:
“Electric
Fuel”)
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AND
BETWEEN:
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MDT ARMOR
CORPORATION
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Private
Company 3658224 (Delaware, USA)
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Convened
by the laws of Delaware, USA, and located in the USA
at:
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000
Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
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(Hereinafter:
“MDT”)
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AND
BETWEEN:
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M.D.T. PROTECTIVE INDUSTRIES
LTD.
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Private
company 511362451
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Israeli
company, located at 0 Xxxxxxxx Xxxxxx, Xxx,
Xxxxxx
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(Hereinafter:
“M.D.T.)
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-
on the one hand -
AND
BETWEEN:
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HRT
LTD.
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Private
Company 513162719
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Israeli
company, located at 00 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx,
Xxxxxx
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(Hereinafter:
“HRT”)
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AND
BETWEEN:
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YOSSI
BAR
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Israeli
Identity Number 0-0000000-0
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Residing
at 00 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx
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(Hereinafter:
“Yossi
Bar”
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-
on the other hand -
WHEREAS
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HRT
is the owner and sole holder of 539 regular shares with a set value of NIS
1 each (hereinafter: “Regular Shares”) of
M.D.T., of the share capital issued and redeemed by M.D.T. comprising 2200
regular shares, so that HRT’s shares in M.D.T. comprise approximately
24.5% of the issued and redeemed shares of M.D.T. (hereinafter: “HRT’s Shares in
M.D.T.);
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AND
WHEREAS
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Electric
Fuel is the owner and sole holder of 1661 regular shares of M.D.T., so
that Electric Fuel’s shares in M.D.T. comprise approximately 75.5% of the
issued and redeemed shares of
M.D.T.;
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AND
WHEREAS
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HRT
is the owner and sole holder of 49 common shares, of the issued and
redeemed share capital of MDT, each valued at 0.01 USA Dollars
(hereinafter: “Dollar”), comprising 408
common shares, so that HRT’s shares in MDT comprise approximately 12.01%
of the issued and redeemed shares of MDT (hereinafter: “HRT’s Shares in
MDT”);
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AND
WHEREAS
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Yossi
Bar was given the option of purchasing 5% of MDT’s shares (hereinafter:
the
Option”);
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AND
WHEREAS
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Yossi
Bar is the shareholder and CEO of
HRT;
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AND
WHEREAS
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HRT
and Yossi Bar declare and undertake, as a fundamental and basic element of
this agreement, that all the shares of HRT in M.D.T. and all of HRT’s
shares in MDT are under the full, sole and complete ownership of HRT and
are clear and free of any right and/or attachment and/or seizure and/or
contradictory undertaking toward any third party (hereinafter: “Clear and Free”), and
there is no deterrent by any law and/or agreement that HRT and/or Yossi
Bar and/or any representative on his behalf sell all HRT’s shares in
M.D.T. and HRT’s shares in MDT and that, as needed, HRT come to a legal
decision to sell all its shares as stated above, according to the
directives of this agreement;
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AND
WHEREAS
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Electric
Fuel is interested in purchasing all HRT’s shares in M.D.T. from HRT and
HRT is interested in selling Electric Fuel all HRT’s shares in M.D.T. and
Arotech is interested in purchasing all HRT’s shares in MDT from HRT and
HRT is interested in selling all HRT’s shares in MDT to Arotech - all
according to the terms of this agreement; and that, as needed, Arotech
and/or Electric Fuel have effected a legal decision to purchase the shares
as stated above, according to the directives of this
agreement;
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AND
WHEREAS
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After
the sale of all HRT’s shares in M.D.T. and the sale of all HRT’s shares in
MDT, according to the directives of this agreement, HRT and/or Yossi Bar
will not have any right and/or claim and/or demand and/or suit, of any
type or kind, today or in the future, towards Arotech and/or Electric Fuel
and/or M.D.T. and/or MDT and/or any person connected to them and/or any
representative on their behalf, including, but without excluding, any
worker and/or manager and/or position holder and/or director and/or
shareholder, amongst them;
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AND
WHEREAS
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on
January 3, 2008, Yossi Bar was dismissed from M.D.T., a position which he
had held from February 1, 1989 and according to this agreement M.D.T.
wishes to settle all accounts between M.D.T. and Yossi Bar in regard to
the employer-employee relations between them, in a manner that will serve
as a full and complete defrayal of any right and/or demand and/or claim
and/or suit, of any type or kind, today or in the future, of Yossi Bar to
M.D.T. and/or any person on its behalf or connected to it in any way
(directly or indirectly, including, but not excluding, shareholders,
position holders and workers) regarding the working relations that existed
between Yossi Bar and M.D.T., including, but not excluding, in regard to
the dismissal of Yossi Bar from his abovementioned
employment;
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AND
WHEREAS
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The
working relationship between M.D.T. and HRT terminated on January 3, 2008,
according to which HRT provided M.D.T. with engineering services, and as
part of this agreement M.D.T. wishes to settle all accounts between M.D.T.
and HRT regarding the services provided by HRT as stated above, in a
manner that will serve as a full and complete defrayal of any right and/or
demand and/or claim and/or suit, of any type or kind, today or in the
future, of HRT to M.D.T. and/or any person on its behalf or connected to
it in any way (directly or indirectly, including, but not excluding,
shareholders, position holders and
workers);
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AND
WHEREAS
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M.D.T.
wishes to receive from Yossi Bar and any person on his behalf, not as part
of employer-employee relations, services connected to the completion of
M.D.T.’s undertakings toward third parties in the Tzivoni Project, and
Yossi Bar wishes and agrees to provide M.D.T. with the abovementioned
services, not as part of employer-employee
relations;
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AND
WHEREAS
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The
parties wish to settle, in a final, comprehensive, full and complete
manner, any dispute and/or conflict and/or claim and/or suit and/or demand
and/or matter pertaining to the relationship between the parties,
including, but without excluding, the fact that HRT is a shareholder in
M.D.T. and/or MDT and/or the working relations between Yossi Bar and
M.D.T. and/or the relations between HRT and
M.D.T.
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It
was therefore agreed and declared as follows:
1.
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Introduction
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1.1
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The
preamble to this agreement and its appendices are an inseparable part
thereof and taken to be one of its
terms.
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1.2
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The
titles of the sections in this agreement are used for convenience sake
only and do not carry any weight in its
interpretation.
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1.3
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This
agreement cancels or terminates any other consent and/or relationship
and/or agreement and/or contract previously written and/or signed between
the parties, including contacts for the purpose of employment and
employer-employee relations of Yossi Bar at M.D.T. and/or contacts between
HRT and M.D.T., excluding any undertaking for maintaining
confidentiality.
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2.
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Declarations and
Undertakings of the Parties
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2.1
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Electric Fuel declares and
undertakes as follows:
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2.1.1
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It
recognizes the situation of M.D.T., including, but not excluding, its
legal situation, undertakings and assets and it purchases all of HRT’s
shares in M.D.T., according to the situation of the company and subject to
the directives of this agreement, including the correctness of the
presentations and undertakings of HRT and/or Yossi Bar, it waives any
claim and/or suit and/or demand towards HRT and any representative on its
behalf or towards Yossi Bar and/or any representative on his
behalf.
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2.1.2
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There
is no deterrent, according to any law and/or agreement to which Electric
Fuel is a party, to purchase all of HRT’s shares in M.D.T. from
HRT.
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2.1.3
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As
far as is required, Electric Fuel has reached the legal decision to
purchase all of HRT’s shares in M.D.T. from
HRT.
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2.2
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Arotech declares and undertakes
as follows:
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2.2.1
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It
recognizes the situation of M.D.T., including, but not excluding, its
legal situation, undertakings and assets, and its purchases all of HRT’s
shares in M.D.T., according to the situation of the company and subject to
the directives of this agreement, including the correctness of the
presentations and undertakings of HRT and/or Yossi Bar, it waives any
claim and/or suit and/or demand towards HRT and any representative on its
behalf or towards Yossi Bar and/or any representative on his
behalf.
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2.2.2
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There
is no deterrent, according to any law and/or agreement to which Arotech is
a party, to purchase all of HRT’s shares in M.D.T. from
HRT.
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2.2.3
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As
far as is needed, Arotech has reached the legal decision to purchase all
of HRT’s shares in M.D.T. from HRT.
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2.3
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M.D.T. declares and undertakes
as follows:
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2.3.1
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There
is no deterrent, according to any law and/or agreement to which M.D.T. is
a party, to purchase all of HRT’s shares in M.D.T. from
HRT.
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2.3.2.
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Subject
to the terms of this agreement, including the correctness of the
presentations and undertakings of HRT and/or Yossi Bar, it waives any
claim and/or suit and/or demand towards HRT and any representative on its
behalf or towards Yossi Bar and/or any representative on his
behalf
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2.3.3
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As
far as is required, Arotech has reached the legal decision to purchase all
of HRT’s shares in M.D.T. from HRT.
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2.4
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MDT declares and undertakes as
follows:
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2.4.1
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There
is no deterrent, according to any law and/or agreement to which MDT is a
party, to purchase all of HRT’s shares in MDT from
HRT.
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2.4.2.
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Subject
to the terms of this agreement, including the correctness of the
presentations and undertakings of HRT and/or Yossi Bar, it waives any
claim and/or suit and/or demand towards HRT and any representative on its
behalf or towards Yossi Bar and/or any representative on his
behalf
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2.4.3
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As
far as is required, MDT has reached the legal decision to purchase all of
HRT’s shares in MDT from HRT.
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2.5
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HRT
and Yossi Bar, jointly and severally, declare and undertake as
follows:
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2.5.1
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HRT
is the owner and the only and sole holder of all HRT’s shares in M.D.T.,
i.e. 539 regular shares of M.D.T. at a set value of NIS 1 each, comprising
24.5% of M.D.T.’s issued and redeemed share
capital.
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2.5.2
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HRT
is the owner and the only and sole holder of all HRT’s shares in MDT, i.e.
49 common shares of MDT at a set value of 0.01 USA Dollars each,
comprising 12.01% of MDT’s issued and redeemed share
capital.
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2.5.3
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All
HRT’s shares in M.D.T. are clear and free and all HRT’s shares in MDT are
clear and free, and are sold to Electric Fuel and to Arotech (as the case
may be) while clear and free.
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2.5.4
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The
option of Yossi Bar is clear and
free.
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2.5.5
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There
is no deterrent, of right and/or agreement, for Yossi Bar to sell all
HRT’s shares in M.D.T. to Electric Fuel and/or to sell all HRT’s shares in
MDT to Arotech, while clear and
free.
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2.5.6
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As
required, HRT has come to the decision to sell all HRT’s shares in M.D.T.
to Electric Fuel and/or to all HRT’s shares in MDT to
Arotech.
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3.
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Sale and Transfer of
Shares and Option
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3.1
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Subject
to the payment of remuneration as stated in Section 4 below, HRT hereby
sells and transfers to Electric Fuel, and Electric Fuel hereby receives
from HRT, all HRT’s shares in M.D.T., while clear and free, so that with
the transfer of shares as stated above, Electric Fuel will become the sole
owner of the shares, while clear and free. At the time of signing this
agreement, HRT will deliver the legally signed share transfer bills and
notifications to the State Registrar in Israel regarding their transfer,
according to the version in Appendix
3.1.
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3.2
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Subject
to the payment of remuneration as stated in Section 4 below, HRT hereby
sells and transfers to Arotech and Arotech hereby receives from HRT all
HRT’s shares in MDT, while clear and free, so that with the transfer of
shares as stated above, Arotech will become the sole owner of the shares,
while clear and free. At the time of signing this agreement, HRT will
deliver the share certificates and share transfer bills, according to the
version in Appendix
3.2.
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3.3
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Subject
to the payment of remuneration as stated in Section 4 below, Yossi Bar
hereby waives, finally, completely and irrevocably, the option, so that
after the payment of remuneration as stated in Section 4 below, the option
will be annulled and will not give Yossi Bar any right toward MDT and/or
to receive shares from MDT.
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3.4
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The
parties hereby undertake and declare that they will sign on any document
and/or notification and/or protocol and/or xxxx and/or form needed to
validate and legalize the directives of this
agreement.
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3.5
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After
the transfer of shares and annulment of the option as stated above, and
the payment of remuneration in lieu of the shares and option, as stated in
Section 4 below, neither of the parties shall have any right and/or claim,
of any type or kind, towards the other
party.
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4.
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Remuneration in Lieu
of the Sale of Shares and Waiver of
Option
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4.1
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Subject
to the declarations and undertaking of the parties, as stated in Section
3, Electric Fuel will pay HRT a sum of $1,000,000 (one million USA
Dollars), according to the following
details:
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4.1.1
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In
return for 539 shares of M.D.T., held by HRT, an amount of 179,796 USA
Dollars (calculation of the value of M.D.T. was conducted according to the
evaluation of Accountant Xxxxx Xxxxx, attached and marked 4).
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4.1.2
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In
return for 5% of Yossi Bar’s options in MDT, an amount of 241,237 USA
Dollars.
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4.1.3
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In
return for 49 common shares of MDT held by HRT, an amount of 578,967 USA
Dollars.
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4.2
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Remuneration
payments, as stated above, will be transferred in two simultaneous
payments, according to the
following:
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4.2.1
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A
sum of $241,237, in a bank transfer to account number 193756, at Bank
Hapoalim, branch 555, in the name of Yossi
Bar.
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4.2.2
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A
sum of $758,763, in a bank transfer to account number517365, at Bank
Hapoalim, branch 555, in the name of
HRT.
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4.3
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It
is hereby agreed that the sale of HRT’s shares in MDT, while clear and
free, as stated above, serves also as the redemption of the loan given by
Arotech to HRT in the amount of $90,000 + interest according to the loan
agreement, and that subject to the sale and transfer of all HRT’s shares
in MDT to Arotech, while clear and free, as stated above, HRT and/or any
person on its behalf and Yossi Bar and/or anyone on his behalf does not
bear any debt to Arotech and/or to Electric Fuel and/or to MDT and/or to
M.D.T.
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4.4
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It
is hereby clarified and explicitly stated that the amounts of remuneration
stated above are complete and final amounts, which will not change for any
reason, and include any legal tax and/or payment, excluding VAT, if and
when imposed, and this will be added to the amount of remuneration in
exchange for a legal tax invoice.
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5.
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Finality of Employment
and Waiver of Claims
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5.1
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Subject
to the correctness of all presentations and declarations and the
fulfillment of all undertakings of the parties, as stated above and below,
the parties hereby declare and undertake that they and/or any person on
their behalf does not and will not have any claim and/or demand and/or
suit and/or right, of any type or kind, today or in the future, towards
the other party and/or any person on their behalf and/or connected to
them.
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6.
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Settling Accounts
between M.D.T. and HRT in Regard to Services Provided by HRT to
M.D.T.
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6.1
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M.D.T.
and/or Arotech and/or Electric Fuel hereby undertake to pay off M.D.T.’s
debt to HRT with interest added, as by law, for services provided by HRT
to M.D.T. as specified in M.D.T.’s books, and which, at the time of the
signing of the agreement, amounted toNIS
494, 619. At the same time and the same ratio M.D.T.’s debt to Arotech
will be paid off, which, at the time of the signing of the agreement,
amounted to NIS 3,325,089. Despite the above mentioned, if M.D.T.’s entire
debt to HRT has not been paid off within four years from the date of the
signing of this agreement, as stated above, M.D.T. and/or Arotech and/or
Electric Fuel will pay off the remainder of the debt, in full and
immediately, with no connection whatsoever to paying off the remainder of
M.D.T.’s debt to Arotech.
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6.2
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MDT
and/or Arotech and/or Electric Fuel hereby undertake to pay off MDT’s debt
to HRT with interest added as by law, for services provided by HRT to MDT
which, at the time of the signing of the agreement, amounted to $22,000
(twenty-two thousand USA Dollars). At the same time and the same ratio
MDT’s debt will be paid off. Despite the abovementioned, if MDT’s entire
debt to HRT has not been paid off within four years from the date of the
signing of this agreement, as stated above, MDT and/or Arotech and/or
Electric Fuel will pay off the remainder of the debt, in full and
immediately, with no connection whatsoever to paying off the remainder of
MDT’s debt to
Arotech.
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6.3
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For
the avoidance of doubt, it is hereby clarified and agreed that, excluding
the abovementioned debt amounts, M.D.T. and/or MDT do not have any other
debt, of any type of kind, to HRT and/or Yossi Bar and/or a representative
on his behalf and/or any person connected to them, and with the paying off
of the debt amounts mentioned above in this Section, HRT does not have,
nor will it have, any rights and/or claims and/or demands and/or suits, of
any type or kind, directly or indirectly, towards M.D.T. and/or MDT also
in connection with that mentioned above in this
section.
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7.
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Settling of Accounts
in Regard to the Dismissal of Yossi
Bar
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7.1
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At
the time of the signing of this agreement and for the purpose of ending
all disputes between the parties regarding the terms awarded in favor of
Mr. Yossi Bar following his dismissal, M.D.T. hereby undertakes to pay Mr.
Yossi Bar and to transfer in his
name:
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7.1.1
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The
entire amount accrued in favor of Yossi Bar as part of the Managers’
Insurance (bituach
menahalim), in lieu of compensation pay in the amount of NIS
180,429 and NIS
88,539 for pension.
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7.1.2
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Transfer
of a car - Mazda MPV, license number 00-000-00, valued at NIS 88,200 -
owned by M.D.T to the ownership of Yossi Bar. All taxes for this section
will be paid by Yossi Bar.
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7.2
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Even
so, Yossi Bar agrees that if he ever brings to court a claim according to
which he is entitled by law to a larger sum than that which has accrued in
Managers’ Insurance, the section in this agreement dealing with the sale
of the option in MDT and this amount will be returned to Arotech in favor
of the remaining compensation pay, and will constitute full coverage for
all the rights of Yossi Bar to legal compensation from M.D.T. and will
release M.D.T. from any liability to pay legal
compensation.
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7.3
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Yossi
Bar declares and undertakes that after receiving the abovementioned
payment, he does not have any claim and/or demand and/or suit and/or right
against M.D.T. in regard to his employment with M.D.T., including, but
without excluding, all matters regarding the termination of his employment
with M.D.T.
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8.
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Receiving Advisory
Services in Regard to Projects by
M.D.T.
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8.1
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Mr.
Yossi Bar and/or HRT and/or any other company owned by Yossi Bar
(including HRT) providing advisory (or any other) services in the field of
protection (or in any other field) to the general public (without
limitation), hereby undertake to provide advisory and protective services
to M.D.T. for the purpose of completing the Tzivoni
project.
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8.2
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In
any case, it is hereby clarified and agreed that the services will be
provided as an independent and external contractor and there will not
exist any employer-employee relations between Yossi Bar and/or any person
providing the actual services and M.D.T. This directive is fundamental in
any connection according to the directives of this
section.
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8.3
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Remuneration in Lieu of the
Tzivoni Project
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8.3.1
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In
return for advisory services in regard to the Tzivoni project to be
provided by Yossi Bar or any person on his behalf to M.D.T., M.D.T. will
pay Yossi Bar and/or any person on his behalf on an hourly basis for work
performed by Yossi Bar and/or any person on his behalf. Yossi Bar will
provide a cost estimate for this
project.
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8.3.2
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In
return for every hour’s work, M.D.T. will pay Yossi Bar a total of $ 90
(ninety USA Dollars) per hour, with legally added
VAT.
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8.3.3
|
The
remuneration, as stated, will be paid once a month for the previous month,
not later than the tenth of every Gregorian month, against a legal tax
invoice.
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8.3.4
|
Amounts
stated in Dollars will be paid in New Israeli Shekels according to the
representative exchange rate published by the Bank of Israel and known on
the day of payment.
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8.3.5
|
It
is hereby agreed that M.D.T. will bear all of Yossi Bar’s expenses in
regard to his providing of advisory services, as stated above, according
to the budget approved by M.D.T., in advance and in
writing.
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8.4
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Remuneration in Lieu of Other
Projects
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The
return for advisory services in connection with other projects, if
requested and if provided to M.D.T., will be agreed upon between the
parties, in advance and in writing, prior to the providing of
services.
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9.
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Confidentiality and
Non-Competition
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9.1
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HRT
and/or Yossi Bar hereby undertake not to make any use, of any type and
kind (including by transfer to a third party), themselves or through a
representative and/or any person connected to them, of the name of MDT
and/or M.D.T., and/or in the name of any company connected to them; of the
reputation of MDT and/or of M.D.T. and/or of any other company connected
to them. This undertaking is valid without any time
limitation.
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9.2
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Without
detracting from the generality of the above, HRT and/or Yossi Bar
undertake to maintain confidentiality, not to disclose or transfer,
directly or indirectly, to any person or entity, any information
connected, directly or indirectly, to the company, its business, property,
rights, undertakings and privileges and any other information that will be
brought to the knowledge of HRT and/or Yossi Bar, due to the fulfillment
of their positions in the company or in regard to it. This undertaking is
valid without any time limitation.
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9.3
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HRT
and Yossi Bar undertake not to approach any M.D.T. and/or MDT worker,
(other than those who have resigned and/or were dismissed) with a work
proposal, for a period of 24 months after the date of signing this
agreement (they are: Mr. Yossi Bar, Xx. Xxxx Bar, Ms. Xxxxx Bar, Xx. Xxxx
Xxxxx and Xx. Xxxxxxx Xxxxxxxx).
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9.4
|
Mr.
Yossi Bar and/or HRT and/or any other company owned by Mr. Yossi Bar are
permitted to engage in any field and any business without any limitation,
on condition that no commercial secrets of Arotech, Electric Fuel, M.D.T.,
and/or MDT are used.
|
|
9.5
|
Mr.
Yossi Bar and/or HRT and/or any other company owned by Mr. Yossi Bar are
permitted to engage in any field and any business even if they compete
with M.D.T. and/or MDT, subject to Section 9.1, 9.2 and 9.3
above.
|
|
9.6
|
Any
information that is public knowledge (and did not become public knowledge
due to the violation of the confidentiality requirement in this agreement)
will not be considered confidential according to this
agreement.
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10.
|
Taxes and
Expenses
|
10.1
|
Any
tax requirement and/or fee and/or other legal payment, direct or indirect,
that affects any of the payments according to this agreement, will apply
in full to the party legally bound by this. Tax at source will be deducted
from all amounts paid according to this agreement, unless the other party
presents the paying party with a valid exemption from paying tax at
source.
|
10.2
|
Without
detracting from the generality of the above, VAT, if required on any of
the payments according to the directives of this agreement, will be added
to the payment against a legal tax
invoice.
|
11.
|
Application
|
11.1
|
The
application of Section 3.1-3.3 and 7.1.2 will be retroactive from December
31, 2007.
|
12.
|
Settlement of Dispute:
the Applied Law and Place of
Jurisdiction
|
12.1
|
Any
dispute between the parties in regard to this agreement, including, and
without excluding, its implementation, understanding and upholding, will
be decided in an arbitration process, according to the Law of Arbitration,
5728 - 1968 (hereinafter: “the Law of
Arbitration”), by a single arbitrator whose identity will be agreed
upon between the parties and with the lack of such agreement, each party
may petition, within seven days since the petition of one party to the
other, the head of the Tel Aviv District Committee of the Israel Bar to
appoint an arbitrator (hereinafter: “the
Arbitrator”).
|
12.2
|
The
Arbitrator will be authorized to issue temporary and interim orders and
any other - temporary or permanent - relief, to be considered correct
under the circumstances at hand.
|
12.3
|
The
Arbitrator is exempt from legal procedures and laws of proof, but must
rule according to the essential law of the State of Israel and justify his
decision. Subject to any other decision of the Arbitrator in regard to
expenses, the parties will split the Arbitrator’s fees and arbitration
expenses in equal parts.
|
12.4
|
The
signing on this agreement is equal to the signing on the arbitration
agreement, according to the rules of
arbitration.
|
12.5
|
Laws
of the State of Israel apply to this agreement. Only the authorized court
in Tel Aviv-Jaffa will have sole judicial authority in regard to this
agreement.
|
13.
|
Violations and
Relief
|
13.1
|
Sections
2, 3, 4, 5, 6, 7, and 9 of this agreement are fundamental sections and the
violation thereof is considered a fundamental violation of this
agreement.
|
14.
|
General
|
14.1
|
Any
change and/or correction and/or addition to this agreement will be valid
only if made in writing and with the signing of all parties to the
agreement.
|
14.2
|
Any
dispute or violation of any section in the agreement will not affect the
upholding of other sections in the
agreement.
|
14.3
|
This
agreement exhausts all that agreed between the parties and any arrangement
and/or promise and/or presentation and/or undertaking made between the
parties, both orally and in writing, directly or indirectly, prior to this
agreement, is hereby null and void. Drafts and other documents that were
passed between the parties prior to the signing of this agreement will be
considered as if never effected and will not be used in any way as proof
or support for interpretation and/or suit and/or for any other
purpose.
|
14.4
|
The
parties will work jointly, and perform any action required in a reasonable
manner and will sign any required document in a reasonable manner, for the
full implementation and upholding of all matters connected to, and
involved with, the execution of this
deal.
|
14.5
|
In
any case where one party refrains from using any right awarded to him
according to this agreement or by law, this will not be considered to be a
waiver on his part of that right, and he is permitted to use his rights
later. The violator may not claim any demands of postponement or
waiver.
|
14.6
|
The
parties undertake to behave in a manner of loyalty and honesty to each
other.
|
14.7
|
The
parties declare that they have read this agreement and have signed it of
their own free will, after understanding the content, and each party is
represented by a lawyer on his
behalf.
|
14.8
|
Each
party will bear his own expenses.
|
14.9
|
The
addresses of the parties for the purpose of this agreement are as detailed
in the preamble to this agreement, or any other address in Israel of one
of the parties, of which he has informed the other parties in
writing.
|
|
Any
notification sent from one party to the other according to the
abovementioned addresses will be considered as arriving at their
destination 72 hours after being deposited as registered mail at the post
office, and 24 hours after been sent by electronic mail and/or facsimile,
and if delivered by hand - at the time of
delivery.
|
In
witness whereof the parties have hereunto set their hand at the place and time
stated in the abovementioned title of this agreement:
HRT
Ltd.
|
M.D.T.
Protective Industries Ltd.
|
|||
Yossi
Bar
|
By:
Yossi
Bar
Name
& position: CEO
|
By:
Xxxxxxxx
Xxxxxxxx
Name
& position: CEO
|
||
I,
the undersigned, Xxxxxxx Xxxxx Adv., license no. 41931, hereby approve
that this agreement was signed by Mr. Yossi Bar, Israeli Identity No.
000000000, who I know personally.
|
I,
the undersigned, Xxxxxxx Xxxxx Adv., license no. 41931, hereby approve
that this agreement was signed by Mr. Yossi Bar, who is authorized by the
company to sign on this agreement and be obligated on its behalf, and the
company has made all required decision, by law, its fundamental documents
and its valid decisions, to undertake this agreement,
|
I,
the undersigned, Xxxxxx Har-Oz, Adv., license no. 16260, hereby approve
that this agreement was signed by Xx. Xxxxxxxx Xxxxxxxx, who is authorized
by the company to sign on this agreement and be obligated on its behalf,
and the company has made all required decision, by law, its fundamental
documents and its valid decisions, to undertake this
agreement.
|
||
Xxxxxxx Xxxxx, Adv. |
Xxxxxxx
Xxxxx, Adv.
|
Xxxxxx
Har-Oz, Adv.
|
||
Arotech
Corporation
|
Electric
Fuel (EFL) Ltd.
|
M.D.T.
Armor Corporation
|
||
By:
Xxxxxxxx
Xxxxxxxx
Name
& position: Vice-CEO
|
By:
Xxxxxxxx
Xxxxxxxx
Name
& position: CEO
|
By:
Xxxxxxxx
Xxxxxxxx
Name
& position: Vice-CEO
|
||
I,
the undersigned, Xxxxxx Har-Oz, Adv., license no. 16260, hereby approve
that this agreement was signed by Xx. Xxxxxxxx Xxxxxxxx, who is authorized
by the company to sign on this agreement and be obligated on its behalf,
and the company has made all required decision, by law, its fundamental
documents and its valid decisions, to undertake this
agreement.
|
I,
the undersigned, Xxxxxx Har-Oz, Adv., license no. 16260, hereby approve
that this agreement was signed by Xx. Xxxxxxxx Xxxxxxxx, who is authorized
by the company to sign on this agreement and be obligated on its behalf,
and the company has made all required decision, by law, its fundamental
documents and its valid decisions, to undertake this
agreement.
|
I,
the undersigned, Xxxxxx Har-Oz, Adv., license no. 16260, hereby approve
that this agreement was signed by Xx. Xxxxxxxx Xxxxxxxx, who is authorized
by the company to sign on this agreement and be obligated on its behalf,
and the company has made all required decision, by law, its fundamental
documents and its valid decisions, to undertake this
agreement.
|
||
Xxxxxx
Har-Oz, Adv
|
Xxxxxx
Har-Oz, Adv.
|
Xxxxxx
Har-Oz, Adv.
|