SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (this "Agreement") is made as of the 18th day
of May, 1999, among SCNV Acquisition Corp. ("SCNV") and Messrs. Xxxxxx Xxxxxxxx,
Xxxx El-Xxxxx and Xxxx Xxxxxxx (together, the "Founders").
WITNESSETH :
WHEREAS, the parties are shareholders in Elecmatec Electro-Magnetic
Technologies Ltd. (the "Company"); and
WHEREAS, the parties wish to coordinate their voting with respect to the
election of directors and formalize certain obligations of SCNV towards
Founders, all in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
1. Voting Agreement. Until the earlier of: (i) the date on which the
aggregate shareholdings of the Founders in the Company drops below 5%, and (ii)
May 18, 2002, SCNV will vote all of the shares of the Company held by it for the
appointment of a designee of the Founders to the Board of Directors of the
Company. Prior to each general meeting of the shareholders of the Company in
which directors are to be elected, the Founders shall inform SCNV of their
designee.
2. Notice of Intention to Sell Shares. SCNV hereby undertakes that in the
event the Board of Directors of SCNV makes a general decision to offer its
shares in the Company for sale to one or more third parties, it (i) shall
immediately inform the Founders of such decision and (ii) shall not enter into a
definitive agreement for the sale of its shares in the Company for a period of
forty-five (45) days following such Board of Directors decision without the
prior consent of the Founders. Nothing in this Section 2 shall be interpreted or
deemed to (A) prevent SCNV from entering into a letter of intent with a third
party for the sale of SCNV's shares in the Company and submitting a notice to
the Company pursuant to Article 20(c)(i) during such forty-five (45) day period
or (B) require SCNV to comply with clauses (i) and (ii) above in the event an
unsolicited third party approaches SCNV and offers to acquire SCNV's shares in
the Company.
3. Term. This Agreement shall terminate and be of no further force or
effect upon the initial public offering of any of the Company's securities.
4. Miscellaneous.
4.1 Governing Law. This Agreement shall be governed by and construed
according to the laws of the State of Israel, without regard to the conflict of
laws provisions thereof.
4.2 Entire Agreement; Amendment and Waiver. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subject matters hereof and thereof. Any term of this Agreement may be
amended and the observance of any term hereof may be waived (either
prospectively or retroactively and either generally or in a particular instance)
only with the written consent of all parties hereto.
4.3 Notices, etc. All notices and other communications required or
permitted hereunder to be given to a party to this Agreement shall be in writing
and shall be telecopied or mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand or by messenger, addressed to such
party's address as the party shall have furnished to each other party in writing
in accordance with this provision.
IN WITNESS WHEREOF the parties have signed this Voting Agreement as of the
date first hereinabove set forth.
SCNV Acquisition Corp.
By: /s/ Xxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxx /s/ X. Xxxxxxxx
Title: E.V.P. ------------------------------
Xxxxxxxxx Xxxxxx Xxxxxxxx
/s/ X. Xxxxxxx /s/ Arik El-Boher
----------------------------- ------------------------
Xxxxxxxxx Xxxx Xxxxxxx Dr. Arik El-Boher
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