AMENDMENT NO. 2, DATED MARCH 18, 2014 to an agreement made and entered into at Ramat Gan on March 2, 2014 and to Amendment No. 1 dated March 6, 2014 (hereinafter: “Amendment 2”) Between: EMBLAZE LTD. Publ. Co. 52-004292-0 Azrieli Center, Triangular...
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Exhibit 99.5
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[Unofficial English Translation]
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AMENDMENT NO. 2, DATED MARCH 18, 2014
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to an agreement made and entered into at Ramat Gan on March 2, 2014
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and to Amendment No. 1 dated March 6, 2014
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(hereinafter: “Amendment 2”)
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Between:
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EMBLAZE LTD.
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Publ. Co. 00-000000-0
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Azrieli Center, Triangular Tower, 40th floor
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(hereinafter: “the Purchaser”)
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of the one part;
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And:
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1.
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ZWI W. & CO. LTD.
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Co. No. 00-000000-0
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of 0 Xxxxxxxx Xxxxxx, Savyon
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(hereinafter: “Zwi”)
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And:
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2.
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XXXXX XXXXX MANAGEMENT & INVESTMENTS LTD.
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Co. No. 00-000000-0
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of 00 Xxxxxx Xxxxxx, Xxxxxxxx
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X.X. XXXXX – HOLDINGS & INVESTMENTS LTD.
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Co. No. 00-000000-0
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of 00 Xxxxxx Xxxxxx, Xxxxxxxx
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XXXXXX XXXXXXXX
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I.D. 054248307
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of 00 Xxxxxx Xxxxxx, Xxxxxxxx
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(the three jointly referred to below as: “Xxxxxx”)
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(Zwi and Xxxxxx will henceforth be referred to jointly as: “the Sellers”)
of the other part;
(The Purchaser and the Sellers will henceforth be referred to collectively as: “the Parties”)
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WHEREAS:
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On March 2, 2014 the Beneficiaries entered into an agreement in the scope of which, subject to the fulfillment of conditions that were stipulated, Emblaze would buy between 44.99% of the voting rights in Willi-Food Investments Ltd. (hereinafter: “the Company”) and 58.62% of the voting rights in the Company and approximately 58.04% of the issued and paid-up share capital of the Company and about 55.16% of the rights in the capital of the Company on the assumption of a full dilution and about 55.69% of the voting rights in the Company on the assumption of a full dilution) (hereinafter: “the Agreement” and “the Shares Sold”, respectively) all on the terms and conditions and at the times as specified in the Agreement; and
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WHEREAS:
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On March 6, 2014 the parties signed Amendment No. 1 to the Agreement; and
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WHEREAS:
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The parties wish to make an alteration to the Agreement in relation to the period for converting portion of the Trust Amount which is deposited in US dollars in such a way that the Purchaser will be entitled to convert the foreign currency in the Trust Account until March 31, 2014; and
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WHEREAS:
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The parties wish to entrench in writing their agreements all in accordance with what is set forth below in this Agreement;
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NOW THEREFORE IT IS DECLARED AND AGREED AS FOLLOWS:
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1.
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The preamble to this Amendment 2 forms an integral part hereof.
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2.
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The definitions in this Amendment 2 will have the meanings ascribed to them in the Agreement and in Amendment 1 thereto (hereinafter collectively: “the Agreement”), unless otherwise expressly stipulated.
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3.
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Each of the parties declares that the competent bodies therein have approved an amendment to the Agreement as set forth in this Amendment No. 2 and that all the necessary resolutions have been passed in order to empower the signatories to this Amendment 2 to sign on its behalf.
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4.
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In Clause 4.2 of the Agreement the following changes will be made:
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On rows 7-9 of Clause 4.2 to the Agreement, the words:
“…. and the Purchaser undertakes to convert same into new shekels within 14 business days, where the surplus and/or shortfall in new shekels shall be received by it and/or shall be topped up into the Trust Account within the aforesaid 14 business days.”,
shall be replaced by the words:
“… and the Purchaser undertakes to convert same by not later than March 31, 2014, where the surplus and/or shortfall in new shekels will be received by it and/or it will top same up into the Trust Account on April 1, 2014.”
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5.
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The remaining provisions of the Agreement which have not been changed in this Amendment 2 shall continue to remain in full force.
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In witness whereof the parties have hereunto signed
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/s/ Israel Xxxxxx Xxxxxxxxxx
/s/ Xxxx Xxxxxxx
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/s/ Xxx Xxxxxxxx
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/s/ Xxxxxx Xxxxxxxx
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Emblaze Ltd.
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Zwi W. & Co. Ltd.
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Xxxxx Xxxxx Management & Investments Ltd.
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/s/ Xxxxxx Xxxxxxxx
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/s/ Xxxxxx Xxxxxxxx
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X.X. Xxxxx – Holdings & Investments Ltd.
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Xxxxxx Xxxxxxxx
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