Contract
Made and Signed in Tel Aviv this 29th day of March 1992
BETWEEN: Rafi Amit
(hereinafter: "Amit")
of the first part
AND: Yotam Stern
(hereinafter: "Stern")
of the second part
AND: Yitzchak Kerl
(hereinafter: "Kerl")
of the third part
AND: David Kishon
(hereinafter: "Kishon")
of the fourth part
AND: Haim Langmas
(hereinafter: "Langmas")
of the fifth part
AND: Zehava Weinberg
(hereinafter: "Weinberg")
of the sixth part
AND: Hanoch Feldstein
(hereinafter: "Feldstein")
of the seventh part
WHEREAS The parties are the holders of 50% of the shares of the P.C.B
company (hereinafter: "the Company"); and
WHEREAS The Company plans to launch an issue to the public and register its
shares for trading on the Tel Aviv Stock Exchange; and
WHEREAS The parties are desirous of regulating their mutual relationship on
the matters herein set forth;
The parties have accordingly reached the following agreement:
1. Preamble
The preamble to this Contract constitutes an integral part thereof.
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2. Parties' Holdings of the Shares of the Company
The parties hereby declare and confirm that:
2.1 The Parties' holdings of the shares of the Company are as follows:
Amit - 196,052 shares
Stern - 130,753 shares
Kerl - 130,723 shares
Kishon - 130,723 shares
Langmas - 130,723 shares
Weinberg - 130,723 shares
Feldstein - 130,723 shares
2.2 The remaining shares of the Company are held by Afik (Nadlan) Ltd.,
and the parties propose converting the same into deferred shares.
Each of the parties undertakes that if the matter is placed on the
agenda - to vote for the conversion of the above shares as above
into deferred shares.
2.3 The shares of the parties, apart from the shares of Feldstein, are
currently held by the Bank Leumi le-Israel Nominees Company Ltd.,
(hereinafter: "the Nominees Company").
2.4 The shares will - upon being released by the Nominees Company be
transferred to and held by the parties.
2.5 The present directors of the Company are Amit, Stern and Kerl.
2.6 If bonus shares are distributed - the bonus shares which will be
distributed in respect of the shares held by the parties mentioned
above - will be added to and be regarded as part of the
shareholdings according to this clause.
3. Election of Directors of the Company
The parties undertake to vote jointly to elect directors of the Company in
accordance with the following provisions:
3.1 The number of the directors in the Company at this stage will be
six.
3.2 The directors in the Company will be the present directors as well
as additional directors including directors representing the public
to be appointed by the present directors, and whose identity will be
notified by the present directors in writing to the remaining
parties, this being so long as none of the present directors will
have sold more than 40% of his holdings as mentioned in clause 2
above.
3.3 Subject as provided in sub-clause 3.2 above, so long as each of the
present directors holds at least 50% of his holdings in the shares
of the Company as set out in clause 2 above, the parties will vote
for his election as a director of the Company. The remaining
directors will be decided upon by a meeting of the parties as
mentioned in clause 3.5 hereof.
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3.4 In any other case, the directors will be determined by the parties
for the time being holding shares of the Company by resolution to be
adopted by simple majority according to the rates of their holdings
of the shares of the Company.
3.5 Decisions as mentioned in sub-clauses 3.3 above will be adopted by a
meeting of the parties held at the registered office of the Company,
24 hours prior to the date of the general meeting of the Company on
the agenda of which the election of directors appears, or at such
other date and/or place as will be agreed upon by all the parties.
The quorum at such meeting will be constituted if the parties,
either personally or by proxy, holding a majority of the shares of
the Company for the time being held by all the parties are present.
If no such quorum as above is present within half an hour of the
time appointed for the meeting the parties present personally or by
proxy will constitute the necessary quorum. One of the directors
present will serve as chairman of the meeting but if none of them is
present or none of them wishes to serve as chairman, those present
at the meeting will elect one of their number to be chairman. A
minute signed by the chairman of the meeting will be prima facie
evidence of the correctness of that stated therein.
3.6 If one of the directors present no longer serves as director of the
Company for any reason or sells more than 40% of his holdings as
mentioned in clause 2 above, the remaining directors present will be
deemed to be the directors present for the purpose of sub-clause 3.2
above.
3.7 Each of the parties undertakes to vote for the election of directors
of the Company to be determined as detailed in this clause above.
3.8 Without derogating or detracting from the foregoing each of
directors appoints the directors present or the chairman of the
meeting of the parties, as the case may be, as his proxy to vote at
the general meeting of the Company as resolved by the meeting of the
parties which will take place as mentioned above, or as he has been
advised by the directors present as mentioned in clause 3.2 above,
according to the circumstances.
4. Voting at General Meetings
4.1 Without derogating from that stated in clause 3 above, the parties
will co-operate and vote jointly at general meetings of the Company,
as detailed below.
4.2 Before a general meeting of the Company is held, the parties will
meet and determine how they will vote on the matters which are on
the agenda and with respect to questions arising at such meeting.
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4.3 Subject as provided above, the parties will determine how they will
vote on a resolution to be adopted by a simple majority according to
the rate of their share holding in the Company.
4.4 The provisions contained in clause 3.4 and 3.5 above will similarly
apply to resolutions adopted as provided in this clause above,
mutatis mutandis.
4.5 Each of the parties undertakes to vote at general meeting of the
Company as determined in accordance with this clause above.
4.6 Without derogating or detracting from the foregoing, each of the
parties appoints the chairman of the meeting of the parties to be
his proxy for voting at the general meeting of the Company as
decided upon at the meeting of the parties to be held as mentioned
above.
5. Sale and/or Transfer of the Shares of the Company
5.1 Each of the parties undertakes not to sell more than 30% of the
shares and/or other securities held now and/or hereafter by him in
the Company (hereinafter in this clause called: "the Securities")
for the period of five years at least from the date of the offering
to the public, according to the conditions set out below:
5.1.1 During the first year, no Securities will be sold.
5.1.2 As from the end of the first year - up to 7.5% of the
Securities.
5.1.3 As from the end of the second year - up to a further 7.5%.
5.1.4 As from the end of the third year - up to a further 7.5%.
5.1.5 As from the end of the fourth year- up to a further 7.5%.
5.2 Subject as provided in sub-clause 5.1 above, if any party wishes to
sell and/or transfer shares in the Company, the remaining parties
will have a right of first refusal to purchase them or a right to
demand from such other party that a relative share of his shares
will also be sold on the same conditions, as set out below in this
clause.
5.3 In the event that a party (hereinafter: "the Offering Party") wishes
to sell or transfer all or part of his shares and/or other
Securities which he has in the Company (hereinafter: "the Shares
Offered") he shall give notice thereof in writing to the remaining
parties stating the number of Shares Offered, the price of the
Shares Offered, the terms of payment and the name of the purchaser
interested in good faith in purchasing all the Shares Offered
according to the such conditions (hereinafter: "the Offer"). Each of
the remaining parties shall reply to the Offering Party in writing
(hereinafter: "the Notice of Reply") within 30 days of receiving the
Offer as to whether he wishes to purchase his share in the Shares
Offered at the price and on the conditions set out in the Offer.
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Each party will similarly set out in the Notice of Reply the number
of shares he is prepared to purchase if any party refuses to
purchase his share in the Shares Offered or any part thereof. The
absence of a reply by any party as above, will be regarded as a
notice of refusal to purchase that party's share in the Shares
Offered.
5.4 The remaining parties will have a right to purchase the Shares
Offered in proportion to the number of shares which each of them
holds for the time being. If a party has refused to purchase his
share in the Shares Offered his right will pass to the other
parties.
5.5 The notice by all or some of the remaining parties within 30 days
mentioned above that they wish to purchase all the Shares Offered,
will be regarded as an agreement to sell and purchase all the Shares
Offered at the price and on the conditions set out in the Offer, and
the Offering Party shall transfer the Shares Offered to those
parties who will have given notice of their wish to purchase the
same within 15 days of receiving the Notice of Reply, against
payment of the price as mentioned or against an arrangement to pay
the price pursuant to the conditions detailed in the Offer.
5.6 Instead of the foregoing, each of the remaining parties will be
entitled to notify the Offering Party in writing within 30 days of
receiving the Offer that he also wishes to sell a proportionate
share of his own shares in the ratio of his shareholding of the
Company as between the parties at the same price and on the same
payment terms and other conditions as are set out in the Offer.
If one or more of the remaining parties gives notice as above, the
Offering Party undertakes that the Shares Offered and sold and
transferred to the purchaser and/or to the parties who will have
given notice of their wish to purchase all the Shares Offered will
also include shares of that/those party/ies and the payment in
respect thereof will be paid to them jointly upon payment being made
in respect of his own shares.
5.7 In the event the remaining parties give notice that they do not wish
to purchase all the Shares Offered or they will have failed to reply
to the Offer, the Offering Party will be entitled and authorized,
subject as provided in sub-clause 5.6 above, to sell and transfer
all the Shares Offered to such purchaser (hereinafter: "the
Purchaser") at such price and conditions as have been set out in the
Offer within 30 days of the expiration of the period for giving the
Notice of Reply or from the date on which the remaining parties have
given notice that they do not wish to purchase the Shares Offered,
whichever is the earlier.
5.8 In the event the Offering Party does not sell and transfer all the
Shares Offered to the Purchaser within the above period, and wishes
to sell or transfer the Shares Offered, he will reoffer the Shares
Offered to the remaining parties and the procedure set out above
will reapply.
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5.9 The provisions contained in this clause above will similarly apply
to a sale of shares by a receiver, liquidator, trustee in
bankruptcy, administrator of an estate, executor, etc.
5.10 The provisions contained in this clause above will not apply to a
transfer of shares by way of succession, to a transfer to close
family members (spouse, children) nor to a transfer of shares to a
corporation whose shares are owned by the Offering Party and/or his
close family members.
5.11 The provisions contained in this clause above will not, save as
provided in sub-clause 5.1 above, apply to a sale of shares within
the scope of regular trading on the Stock Exchange.
6. Assignment of Rights
6.1 For the avoidance of doubt it is hereby expressly stated and agreed
that the provisions herein contained will similarly apply to any
party to whom shares mentioned in clause 5.10 above will have been
transferred.
6.2 Subject as provided in sub-clause 6.1 above, the rights set out in
this Contract may not be assigned or transferred to any third party
acquiring shares from any of the parties.
7. Miscellaneous
This Contract will only apply if the Company launches an offering to the
public failing which the existing provisions and conditions will apply.
8. Each of the parties undertakes to vote for all the decisions and sign all
the documents required in order to effectuate the issue to the public,
including changing the Company into a public company.
If the Company does not proceed with the offering to the public, the
Company will revert to being a private company and the existing articles
of association of the Company will be reinstated.
9. Stamp duty applicable to this Contract will apply to the parties in equal
shares.
10. Notices according to this Contract will be in writing and be sent by
registered mail or delivered personally to the addresses of the parties
detailed below. A notice served personally will be deemed to have been
received upon service thereof. A notice sent by registered mail will be
deemed to have been received by the addressee 3 days after being posted in
Israel.
The addresses of the parties for the purpose of this Contract are:
Amit - 35 Givat Panorama, Athlit.
Stern - 28 Kiryat Amal Road, Tivon
Kerl - 20 Zvulun Street, Tivon
Kishon - __________________________
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Langmas - 1 Ha'iris Street, Ramat Ishai
Weinberg - 60 Itzar Street, Haifa
Feldstein - P.O.B. 244, Ramat Ishai
Any party may alter his address by written notice to the other party
In witness whereof the parties have set their hands:
(signed) (signed)
----------------------- ----------------------
Rafi Amit Yotam Stern
(signed) (signed)
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Yitzchak Kerl David Kishon
(signed) (signed)
----------------------- ----------------------
Haim Langmas Zehava Weinberg
(signed)
-----------------------
Hanoch Feldstein
[Begin strikethrough text]
The quorum at such meeting will be constituted if parties either
personally or by proxy holding a majority of the shares of the Company
for the time being held by all the parties, are present.
If no such quorum is present within a half an hour of the time
appointed for the meeting, the parties present personally or by proxy
will constitute the necessary quorum.
One of the directors present will be the chairman of the meeting and
if none of them is ..... [End strikethrough text]
Deleted and initialled by the parties.
