TRANSLATION FROM THE HEBREW
TRANSLATION
FROM THE HEBREW
Which
was made and signed on October 31, 1993 |
||||
BETWEEN:
|
||||
XXXXXXX
XXXXXXXX, Bearer of Israeli
Identity
Card No. 574670
000 XX
000xx Xx.
X. Xxxxx
Xxxxx, Xxxxxxx |
||||
of
the first part |
||||
AND:
|
||||
DINU
TOIBA, Bearer of Israeli Identity Card
No.
5477524
00000
Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxx |
||||
of
the second part |
||||
AND:
|
||||
XXXXX
XXXXXXXX, Bearer of Israeli Identity
Card No.
5661363
0
Xxxxxxx Xxxxxx, Xxxxx |
||||
of
the third part |
||||
AND:
|
||||
XXXX
XXXXXXXX, Bearer of Israeli Identity
Card No.
5535018
00
Xxxxxx Xxxxxx, Xxxxx Gan |
||||
of
the fourth part |
||||
AND:
|
||||
XXXXXXXX
XXXXX
Bearer
of Dutch Passport No. 896838W
Xxxxxxxxxxxxx
0, 0000 xx xxxxxxx |
||||
of
the fifth part |
||||
AND:
|
-2-
SIVANIR
LTD. whose Registration No. is 51-
139235-9
00
Xxxxxxxx Xxxxxx, Xxx-Xxxx |
||||
of
the sixth part |
||||
WHEREAS:
|
The
parties are shareholders in L.I.M.S. Laboratory Information & Management
Systems Ltd. (hereinafter: “the Company”); |
|||
AND
WHEREAS: |
The
parties wish to regulate in this agreement the manner in which they are to vote
mutually as shareholders in the general meetings and the right of each party to
acquire the company’s securities that are offered for sale by any of the
others; |
IT
HAS ACCORDINGLY BEEN DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. |
Treatment
of the Preamble. |
The
preamble to this agreement constitutes an integral part hereof and shall be
read as one in conjunction with its other sections.
2. |
Coordination
of Voting in Shareholder’s Meeting. |
2.1 |
The
voting at meetings of shareholders of the Company, whether ordinary meetings or
extraordinary meetings, whether in relation to ordinary resolutions or in
relation to special resolutions that are on the agenda of the meeting, shall
take place without prior coordination between the parties other than if one of
the parties to the agreement demands the convening of a preliminary meeting of
the parties. |
2.2. |
As a
result of a demand for the convening of a preliminary meeting as aforesaid the
parties shall hold a preliminary hearing between them at a time that shall be
at least 48 hours prior to the date set for the convening of the meeting, at
which the way in which they will vote at the General Meeting shall be
determined. The parties will vote at the General Meeting in respect of the
resolutions as adopted at the preliminary meeting. |
2.3 |
In the
preliminary vote each of the parties shall be accorded a number of votes
pro
rata to their
holdings in the Company’s shares at the date of the vote.
|
2.4 |
When a
preliminary meeting has been convened on the demand of one of the parties to
the agreement as specified above in Section 2.2, all the parties to the
agreement shall be under an obligation to vote in the General Meeting for a
resolution that is supported therein by a majority of at least 65% of the total
number of votes vested in whoever are entitled to participate in
the |
-3-
preliminary
meeting. In the event of the majority in favor of any resolution being less
than 65% the parties will not be bound to vote in unison. |
“Preliminary
Meeting” for purposes of this agreement - means either in the form of a
face to face meeting, or a consultation by telephone, or in any other way, and
provided that in a case in which no meeting is actually held, a decision as to
the manner of voting shall be in the form of a document in writing signed by
the holders of at least 65% of the voting ballots.
3. |
Absence
from a Meeting |
In any
case in which any of the parties is unable to participate in a shareholders
meeting in respect of which a uniform vote has been stipulated as specified
above in Section 2.4, such party shall give, to any of the other parties or to
another representative, a proxy instructing him to vote pursuant to all his
holdings in the Company in accordance with the uniform vote that has been
stipulated.
4. |
Coordination
of Voting in the Election of Directors and their Removal from
Office. |
When a
resolution for election of directors or termination of their office or
non-renewal of appointments of directors appears on the agenda of the General
Meeting of the Shareholders, all the parties shall vote for the election of
Messrs Xxxxxxx Xxxxxxxx, Dinu Toiba, Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxxxxxx
Xxxxx and shall oppose the termination of their office or the non-renewal of
their appointments or the termination of office or non-renewal of the
appointment of any one of them.
5. |
Right
of First Refusal in a Sale of Shares. |
5.1 |
If any
of the parties wishes to sell some or all of his securities in the Company
(hereinafter: “the Offered Securities”), the other parties shall have
a right of first refusal to acquire the offered securities pro
rata to their
holdings in the Company’s securities as at the date of the offer
(hereinafter: “Right of Acquisition”). |
5.2 |
A party
wishing to sell securities as aforesaid (hereinafter: the “Offeror”)
shall give notice thereof in writing to the other parties (hereinafter: the
“Offerees”). In such notice the price proposed by him and the terms
of payment shall be specified. |
Each of
the Offerees must respond to the offer if he is interested in acquisition of
some or all of the securities being offered to him, within two business days in
any transaction in which the value of the offered securities, according to the
price prescribed in the offer is up to 50,000 Dollars or within four business
days in the transaction in which the value of the offered securities is in
excess of 50,000 Dollars. A “dollar” for this purpose - is an amount
equivalent in |
-4-
value in
New Shekels calculated at the representative rate of the NIS against the US
Dollar, as it is last published prior to the date of the offer.
|
5.3 |
Where an
Offeree has not given notice of exercise of the right of acquisition within the
aforesaid time, or has given notice of exercise of the right of acquisition as
regards some of the securities being offered to him, his share shall be
available for the other Offerees pro
rate to their
holdings of the Company’s shares. |
5.4 |
Where
notices of exercise of the right of acquisition have not been given within two
or four days from the date on which the written offer to acquire the offered
securities was received, as specified above in Section 5.2, or notices have
been given of exercise of the right of acquisition as regards some of the
offered securities only, to the effect that all the accepting parties have
signified agreement to acquire only some of the offered securities, the Offeror
will be free to sell the offered securities, either all of them or those in
respect of which no exercise notice has been received, as the case may be, to
others at such price and on such terms as have been offered as aforesaid,
within 14 days of the date on which the Offerees were to have responded to the
offer. |
If
during the aforementioned period the Offeror has not sold the securities to
third parties, he will have to revert to and offer them to the other parties to
the agreement in the manner outlined above whenever he again wishes to sell
them.
5.5 |
Notwithstanding
that stated above in Section 5.1, there shall be no restriction on sale of the
securities on the Stock Exchange by any of the parties, in a quantity that
shall not exceed in aggregate 1% of the amount of the securities listed for
trading on the Stock Exchange, in a Gregorian calendar year. |
5.6 |
The
right of first refusal shall not apply to a transfer from a party to his
relative, provided that the transferee accepts personal responsibility for the
transferor’s obligations in this agreement. “Relative” - means a
spouse as well as a brother, parent, grandparent, offspring, or offspring of
the spouse, or the spouse of any of the foregoing or a company under the full
control of the parties to the agreement. |
6. |
Variations
of the Agreement |
This
agreement may be completely or partially rescinded by a majority of 65% of the
votes of the parties to the agreement.
-5-
7. |
Third
Parties |
The
provisions of this agreement shall not apply to a third party who acquires
shares from a party to the agreement, other than a transferee as stated above
in Section 5.6.
8. |
Settlement
of Disputes |
Disputes
arising from the provisions of this agreement shall be referred for a decision
by a retired judge who shall act as arbitrator between the parties. The
arbitrator will not be bound to give reasons for his decisions and will not be
subject to the substantive law, legal procedure or the laws of evidence. In the
absence of agreement between the parties as to the identity of the arbitrator a
decision as to the identity of the arbitrator shall be referred to the Head of
the Israel Bar Association.
9. |
Addresses
|
The
addresses of the parties are as stated in the preamble to this agreement or any
other address that is notified in writing to the parties.
Notifications
in accordance with this agreement shall be given in writing. A notification
shall be deemed to have been delivered within 96 hours from the date of its
dispatch by registered mail or on the first business day after its personal
delivery or by facsimile.
AND
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:
/s/
Xxxxxxx
Xxxxxxxx |
/s/
Dinu
Toiba |
/s/
Xxxx
Xxxxxxxx |
||
/s/
SIVANIR
LTD. |
/s/
Xxxxx
Xxxxxxxx |
/s/
Xxxxxxxx
Xxxxx |
TRANSLATION
FROM THE HEBREW
AN
AMENDMENT TO AGREEMENT DATED OCTOBER 31, 1993
Which
was made and signed on the ___ day of December 2005
|
||||
BETWEEN:
|
||||
XXXXXXX
XXXXXXXX, Bearer of Israeli Identity
Card
No. 574670
0000X.
00xx Xxxxxxx, Xxxxxxxxx, Xxxxxxx, XXX |
||||
of
the first part |
||||
AND:
|
||||
DINU
TOIBA, Bearer of Israeli Identity
Card
No. 5477524
00000
Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxx, XXX |
||||
of
the second part |
||||
AND:
|
||||
XXXXX
XXXXXXXX, Bearer of Israeli Identity
Card
No. 5661363
of 0
Xxxxxxxx Xxxxxx, Xxx Xxxx |
||||
of
the third part |
||||
WHEREAS:
|
On
October 31, 1993, the agreement that is attached as an
Appendix to this
agreement (hereinafter: “the Original Agreement”) was signed between
the parties and Xx. Xxxx Xxxxxxxx, Xx. Xxxxxxxx Xxxxx and Sivanir Ltd.
(hereinafter: the “Other Parties”); |
|||
AND
WHEREAS: |
The
parties wish to amend the Original Agreement to the effect that it shall cease
to apply to the Other Parties; |
IT
HAS ACCORDINGLY BEEN DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. |
The
preamble to this agreement and the appendix hereto constitute an integral part
hereof. |
2. |
The
names of the Other Parties shall be deleted from the preamble to the original
agreement. |
-2-
3. |
In
Section 4 of the original agreement the words “Xxxx Xxxxxxxx and Xxxxxxxx
Xxxxx” shall be deleted. |
AND
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:
_______________________
|
______________________
|
______________________
|
||
Xxxxxxx
Xxxxxxxx |
Dinu
Toiba |
Xxxxx
Xxxxxxxx |
Each of
the undersigned hereby agrees to amend the original agreement to the effect
that it shall cease to apply to him:
______________________
|
______________________
|
_______________________
|
||
Xxxx
Xxxxxxxx |
Sivanir
Ltd. |
Xxxxxxxx
Xxxxx |