Exchange Agreement Made this 27 day of April, 2009 By and among
Exhibit 10.25
Made this
27 day of April, 2009
By and
among
Pimi Agro Cleantech Inc, a
company registered in the State of Delaware, USA (“Pimi Inc.”) and Pimi Agro Cleantech Ltd. a
limited liability company registered in the Israeli Companies
Registrar under registration Number 513497123 ("Pimi Israel"), and All The Shareholders of Pimi
Israel, a list of which is attached as Exhibit
"A" attached hereto (the "Shareholders");
WHEREAS:
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(A)
|
Pimi
Israel is active in the field of pre and post harvest treatment of fruits
and vegetable with a unique formulation and storage protocol developed by
Pimi Israel;
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(B)
|
Pimi
Israel issued share capital at the date of this Agreement is composed of
6,139,593 ordinary Shares 0.01 par value each and 173,996 Preferred shares
0.01 par value each ("Pimi Israel
Shares");
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(C)
|
Pimi
Israel Shares are held by individuals and corporations (the "Shareholders") a list of
which is attached as Exhibit
A to this
Agreement;
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(D)
|
Pimi
Israel requires substantial funds for its activities and it intends to
raise funds from Institutional Investors (including pension funds) in the
USA, who require that the investment be done in shares of a U.S. company
whose shares are listed or quoted for trade on a U.S.
stock exchange;
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(E)
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For
such purposes, Pimi Israel undertook the formation of Pimi Agro Cleantech
Inc., a company registered in the State of Delaware in the U.S. which was
incorporated on April 1, 2009 and which has no assets, liabilities, or
shareholders;
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(F)
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The
parties intend to exchange Pimi Israel Shares only for Common Stock shares
of Pimi Inc., without any cash consideration, and to register such shares
for trade on the NASDAQ OTCBB pursuant to a Form 15c-211 (hereinafter
referred to as “the
Registration”);
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(G)
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Pimi
Inc. will have only one class of issued shares of Common Stock which value
is the same value of the Ordinary Shares and the Preferred Shares of Pimi
Israel;
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(H)
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The
parties intend that after Registration Pimi Inc. will raise funds through,
among other sources, pension funds located in the U.S. via a private
investment in the public entity (hereinafter referred to as
"the PIPE
Investment");
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(I)
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For
this purposes and in order to enable the Registration and the PIPE
Investment, the Shareholders have agreed to sell and transfer all of Pimi
Israel Shares to Pimi Inc., in consideration of the allocation of Common
Stock Shares of Pimi Inc. to the Shareholders ("The
Transactions");
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(J)
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Pimi
Israel and the Shareholders have applied to the Income tax authorities in
order to receive a pre-ruling for the Transfer and Pimi Israel Shares to
Pimi Inc., under Section 104(h) of the Tax Ordinance and the execution of
the Transactions is dependant on the receipt of such pre-ruling and all
the Shareholders are aware to the Pre-ruling and the consequence of
section 104(h) of the Tax
Ordinance;
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(K)
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The
Employees and services providers of Pimi Israel who received options under
the ESOP for 2008 ("The
ESOP") have agreed to exchange their option with options of Pimi
Inc., with the same terms and conditions as under the ESOP with full
continuity;
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NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained, the
Parties hereby agree as follows:
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1.
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Preamble
and Appendices
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1.1.
|
The
preamble to this Agreement and the declaration of the parties in it and
the appendices to this Agreement are one and an integral part of this
Agreement.
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1.2.
|
The
Headings of the paragraphs are for convenience and will not be used for
interpretation of this Agreement.
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2.
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Definitions.
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“Closing” as defined in Section
4.3.
“Closing Date” as defined in
Section 4.3.
“Pimi Israel Shares” - means
6,139,593 Ordinary Shares 0.01 NIS par value each and 173,996 Preferred Shares
of 0.01 NIS par value each, as listed in Exhibit "A" attached
hereto.
"Pimi Inc. Shares"- means
6,313,589 Common Stock shares of $ 0.01 par value each, as listed in Exhibit "B" attached
hereto.
“Parties” means the parties to
this Agreement.
"PIPE" – Private Investment in
Public Equity made by U.S pension funds.
"Shareholders" all the
shareholders of Pimi Israel as listed in Appendix A.
“Transactions” means the
transactions to be effected at the Closing, as described below.
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3.
|
General Conditions and
Terms. The obligations of each Party to effect the Transactions are
subject to the fulfillment at or before the Closing of the following
conditions precedent. Each Party shall exert its best efforts in order to
bring about the prompt fulfillment of all the conditions precedent set
forth in this Section 3.
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3.1.
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Acknowledgment of the
Shareholders: Each of the Shareholders acknowledges and agrees that
(i) the issuance of Pimi Inc. Shares constitute adequate consideration for
the transfer of its shares to Pimi Inc, and such Shareholder is not
entitled to receive any additional consideration with respect thereto;
(ii) the rights, preferences, privileges and obligations of the Pimi Inc.
Shares upon their exercise shall be as set forth in the Certificate of
Incorporation and the By-Laws of Pimi Inc., as amended from time to
time;
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3.2.
|
Representations and
Warranties. The representations and warranties made by
the Parties in this Agreement shall have been true and correct when made,
and shall be true and correct in all material respects as of the Closing
as if made on the date of the
Closing.
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2
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3.3.
|
Covenants. All
covenants, agreements, and conditions contained in this Agreement to be
performed or complied with by the other Parties prior to the Closing shall
have been performed or complied with in all material respects prior to or
at the Closing.
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3.4.
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Consents,
etc. The Parties shall have secured all permits,
consents and authorizations (including to the extent necessary, the
approval of the relevant authorities) that shall be necessary or required
lawfully to consummate the Transactions at the Closing and otherwise to
fulfill their obligations under this
Agreement.
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3.5.
|
Transaction
Documents. All documents effecting the Transactions shall be
satisfactory to the Parties in form and content, in their reasonable
discretion.
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3.6.
|
Pre Ruling: A
condition precedent to the execution of this Agreement is the receipt of a
pre ruling under section 104 (h) of the Israeli Tax Ordinance ("the Pre-Ruling") for the
Transactions to the satisfaction of the Shareholders and their
consultants.
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4.
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The
Transactions. Subject to the terms and conditions hereof
and subject to the receipt of the Pre -Ruling by the
Shareholders, with effect from the Closing Date (as defined in Section 4.3 below), the Parties shall effect the
following transactions:
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4.1.
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Transfer of Pimi
Israel Shares. The Shareholders shall transfer Pimi Israel Shares
to Pimi Inc.
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4.2.
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Issuance and Transfer
of Pimi Inc. Shares. In consideration for Pimi Israel Shares, Pimi
Inc. shall issue and transfer Pimi Inc. Shares to the Shareholders in the
amounts and division as described in Exhibit
B. There
will be no other consideration in cash or otherwise to the Shareholders
other than the issued shares.
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4.3.
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Closing. The
implementation of the Transactions shall take place at a closing (the
"Closing")
simultaneously at the offices of Sadot and Co. Law Office, or ▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇., Ramat Gan and Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on April 27, 2009 at 14:00 a.m. Israel time
following the fulfillment of all the conditions set forth in Section 3, or
if such conditions did not take place at any other date that will be
determined by the Parties (the “Closing
Date”).
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4.4.
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Transactions at
Closing. At the Closing, the transactions set forth in
this Section 4 shall occur, which
transactions shall be deemed to take place simultaneously. No such
transactions shall be deemed to have been completed or any document
delivered until all such transactions have been completed and all required
documents have been delivered in connection
therewith.
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5.
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Representations and
Warranties.
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5.1.
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By All the
Parties. Each Party hereby represents and warrants to the others,
with the understanding that such other Parties will each rely on such
representations and warranties in its decision to enter into this
Agreement and to consummate the Transactions, as
follows:
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3
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5.1.1.
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Authorization;
Consents. All corporate action on the part of such Party necessary
for the authorization, execution and performance of all its obligations
under this Agreement, has been taken. This Agreement, when
executed by or on behalf of such Party, shall constitute its valid and
legally binding obligation, legally enforceable against such Party in
accordance with its terms. No consent, approval, order, license, permit,
action by, or authorization of or designation, declaration, or filing with
any governmental authority on the part of such Party is required that has
not been, or will not have been, obtained prior to the Closing in
connection with the valid execution and performance of this Agreement or
the Transactions.
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5.1.2.
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No
Breach. Neither the execution of this Agreement nor
compliance by such Party with the terms and provisions hereof, will
conflict with, or result in a breach or violation of, any of the terms,
conditions and provisions of: (i) the Memorandum of Association or
Articles of Association, or other governing instruments of such Party,
(ii) any judgment, order, injunction, decree, or ruling of any court or
governmental authority, domestic or foreign, to which such Party is
subject, (iii) any agreement, contract, lease, license or commitment to
which such Party is a party or to which it is subject and which would
impair the ability of such Party to execute or perform this Agreement or
(iv) applicable law. Such execution and compliance will not (a)
give to others any rights, including rights of termination, cancellation
or acceleration, in or with respect to any agreement, contract or
commitment referred to in this paragraph or (b) otherwise require the
consent or approval of any person, which consent or approval has not that
has not been, or will not have been, obtained prior to the
Closing.
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5.2.
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By Pimi Inc.
Pimi Inc. represents and warrant to the Shareholders that it is
preparing a Registrations Statement (Form S-1) under The Securities Act of
1933, as amended, for the Registration of Pimi Inc shares, and that a
portion of the Pimi Inc. Shares will be submitted to the Securities and
Exchange Commission (“SEC”) for registration, pending the SEC’s approval.
It further represents and warrants that shares which shall not be
registered under the Registration Statement will be subject to resale
restrictions under Rule 144 of the Securities Act of 1933, as amended
("Rule
144").
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5.3.
|
By
Shareholders. The Shareholders hereby represent and warrant to Pimi Inc.,
with the understanding that Pimi Inc. will rely on such representations
and warranties in its decision to enter into this Agreement and to
consummate the Transactions, that the Shareholders shall transfer the Pimi
Israel Shares free and clear of any pledge, hypothecation, lien, charge,
encumbrance, security interest, restriction, claim, of any kind
("Encumbrance"), in order that after the Closing, Pimi Inc.
will hold good and marketable legal and beneficial title to the Pimi
Israel Shares, free and clear of any
Encumbrance.
|
The
Shareholders hereby further represent and warrant that they will comply with any
and all restrictions under Rule 144, or any other rule and/or regulation of the
SEC relating to Pimi Inc. Shares.
4
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6.
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Cancellation of
the Agreement
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6.1.
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No Pre-Ruling.
If until May 31, 2009 the Pre Ruling will not be received by Pimi Israel,
this Agreement will expire and become null and
void.
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6.2.
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No PIPE. If for
any reason, the PIPE Investment, or any part thereof will not be concluded
within 12 months as of the Closing Date, and subject that the Registration
has not been initiated by Pimi Inc., this Agreement shall be cancelled by
a notice given to Pimi Inc. by the Shareholders unless the above period
was extended by mutual agreement between the
parties.
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6.3.
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Consequence of
Cancellation. In case of cancellation the parties will act in order
to restore the situation of shareholding in Pimi Israel at the date of
signature of this Agreement by executing the following acts: Pimi Inc.
shall return and transfer Pimi Israel Shares, clear of any Encumbrance, to
the Shareholders, in such manner that each will receive the same and exact
amount of shares that was transferred by them to Pimi Inc. as described in
Exhibit A. Simultaneously, The Shareholders will transfer all of their
Shares in Pimi Inc., clear of any Encumbrance to Pimi Inc. or to its
order.
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7.
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Miscellaneous.
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7.1.
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Taxes: Each
party shall bear the Tax which will apply on it as a result of execution
this Agreement. The Shareholders are aware that a Pre Ruling based on
section 104(h) to the Israeli Tax Ordinance will apply on the Shareholder.
All parties undertake to fully comply with the Israeli tax authority rules
and Pre
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7.2.
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Further
Assurances. Each of the Parties shall perform such
further acts and execute such further documents as may reasonably be
necessary to carry out and give full effect to the provisions of this
Agreement and the intentions of the Parties as reflected
thereby.
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7.3.
|
Governing
Law;. This Agreement shall be governed by and construed
according to the laws of New York, without regard to the rules of
conflicts of laws.
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7.4.
|
Successors and
Assigns; Assignment. Except as otherwise expressly limited herein,
the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors, and administrators of the
Parties. None of the rights, privileges, or obligations set
forth in, arising under, or created by this Agreement may be assigned or
transferred without the prior consent in writing of each party to this
Agreement.
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5
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7.5.
|
Entire
Agreement; Amendment and Waiver. This Agreement, together with
the Exhibits hereto, 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 of the
Parties.
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7.6.
|
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 faxed or mailed by registered or certified mail,
postage prepaid, or delivered by courier, addressed to such party's
address as set forth below or at such other address as the party shall
have furnished to each other party in writing in accordance with this
provision.
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If
to Pimi Agro Cleantech Inc.:
▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Sichenzia
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP.
▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇.
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
fax:
▇▇▇▇-▇▇▇-▇▇▇▇
|
With
a copy to:
|
|
If
to Shareholders:
To
▇▇▇▇▇ ▇▇▇▇▇▇▇, Attorney
Of
Sadot and Co. Law Office
▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇. Ramat Gan
fax:+
▇▇▇-▇-▇▇▇▇▇▇▇
▇▇▇▇▇@▇▇▇▇▇-▇▇▇.▇▇.▇▇
|
With
a copy to:
|
|
If
to Pimi Inc.
To
▇▇▇▇▇ ▇▇▇▇▇▇▇, Attorney
Of
Sadot and Co. Law Office
▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇. Ramat Gan
fax:+
|
With
a copy to:
|
Any
notice sent in accordance with this Section shall be effective (i) if mailed,
five (5) business days after mailing, (ii) if sent by courier, upon delivery,
and (iii) if sent by fax, upon transmission and electronic confirmation of
receipt or (if transmitted and received on a non-Business Day) on the first
Business Day following transmission and electronic confirmation of
receipt.
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7.7.
|
Delays or
Omissions. No delay or omission to exercise any right,
power, or remedy accruing to any party upon any breach or default under
this Agreement, shall be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit,
consent, or approval of any kind or character on the part of any party of
any breach or default under this Agreement, or any waiver on the part of
any party of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth
in such writing. All remedies, either under this Agreement or
by law or otherwise afforded to any of the Parties, shall be cumulative
and not alternative.
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|
7.8.
|
Severability. If
any provision in this Agreement shall be found or be held to be invalid or
unenforceable under applicable law, then the meaning of said provision
shall be construed, to the extent feasible, so as to render the provision
enforceable, and if no feasible interpretation would save such provision,
it shall be severed from the remainder of this Agreement which shall
remain in full force and effect unless the severed provision is essential
and material to the rights or benefits received by any party
hereto. In such event, the Parties shall use best efforts to
negotiate, in good faith, a substitute, valid and enforceable provision
which most nearly effects the Parties' intent in entering into this
Agreement.
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6
|
7.9.
|
Counterparts. This
Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and enforceable against the Parties actually
executing such counterpart, and all of which together shall constitute one
and the same instrument.
|
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7.10.
|
No Dissolution.
Unless and to the extent this Agreement explicitly provides otherwise,
each party waives the right (a) to dissolve or nullify or otherwise
terminate this Agreement by way of an out-of-court declaration or in any
other manner, or (b) to seek the dissolution or nullification of this
Agreement in court.
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7.11.
|
Costs. Except
as otherwise provided herein, the Parties shall each pay their own costs,
charges and expenses in relation to the negotiation, preparation,
execution and implementation of this
Agreement.
|
IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed as a deed as of the day
and year first above written.
/s/ Yovel
Soly /s/ ▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇
Pimi Agro
Cleantech
Pimi Agro Cleantech
By: Yovel
Soly
By: ▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇
Title:
CEO Title:
CTO
▇▇▇▇▇
▇▇▇▇▇▇▇
Shareholders #3 to #38 inExhibit
A by Advocate ▇▇▇▇▇ ▇▇▇▇▇▇▇ under
Powers of Attorney
__________
______________________
Alon Carmel
NIR Ecology Ltd
By: ▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇
Title: Director
eNitiatives - New Business Architects Ltd.
▇▇▇▇▇
▇▇▇▇▇▇▇
Shareholders #3 to #38 inExhibit
A by Advocate ▇▇▇▇▇ ▇▇▇▇▇▇▇ under
Powers of Attorney
/s/Alon
Carmel
Alon Carmel
NIR Ecology Ltd
By: ▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇
Title: Director
eNitiatives - New Business Architects Ltd.
/s/▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director & GM
7
|
Name
of Shareholder
|
Number
of Ordinary Shares 0.01 NIS each
|
Number
of Preferred Shares 0.01 NIS each
|
Total
amount of Shares
|
Address
|
|
|
1
|
Alon
Carmel
|
2,268,617
|
164,697
|
2,433,314
|
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇
|
|
2
|
Nir
Ecology Ltd.
|
1,440,100
|
1,440,100
|
▇▇
▇▇'▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
3
|
Omdan
Consulting and Instruction Ltd.
|
808,654
|
8,708
|
817,362
|
▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇-▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
4
|
eNitiatives
– New Business Architects Ltd.
|
55,073
|
591
|
55,664
|
17
▇▇▇▇▇ ▇▇▇▇▇▇▇ S. Netanya, Israel, 42240
|
|
5
|
▇▇▇▇
▇▇▇▇▇▇
|
139,719
|
139,719
|
▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
6
|
Ahiam
Lifshitz
|
76,922
|
76,922
|
Beit
Hilel, 126, Galil ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
7
|
Shorer
International Ltd
|
19,215
|
19,215
|
33
Kore Hadorot ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
8
|
▇▇▇▇▇▇▇
▇▇▇▇
|
55,508
|
55,508
|
2
▇▇▇▇▇▇ St. Tel-Aviv Israel,
|
|
|
9
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
|
70,139
|
70,139
|
▇
▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
|
|
|
10
|
Efi
▇▇▇▇
|
36,213
|
36,213
|
▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
11
|
▇▇▇▇
▇▇▇▇▇▇
|
43,518
|
43,518
|
▇▇
▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
12
|
▇▇▇▇
▇▇▇▇▇
|
146,965
|
146,965
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
|
|
|
13
|
Asaf
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
14,423
|
14,423
|
5
Ha'yasmin St.Ramat-Gan Israel, 52463
|
|
|
14
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
|
28,527
|
28,527
|
▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇.▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
15
|
▇▇▇▇
▇▇▇▇▇ Investments Ltd.
|
206,820
|
206,820
|
POB
1018 Nahariya, Israel
|
|
|
16
|
Galit
Szolomowicz
|
28,528
|
28,528
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇-▇▇-▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
|
|
|
17
|
Jacques
Beraru
|
1,371
|
1,371
|
▇
▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
18
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
354
|
354
|
▇▇
▇▇▇▇'▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
19
|
▇▇▇▇
▇▇▇▇▇
|
161
|
161
|
▇▇
▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
20
|
▇▇▇▇▇
▇▇▇▇▇▇ Zamir
|
384
|
384
|
▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
21
|
▇▇▇▇▇
▇▇▇▇▇
|
7,132
|
7,132
|
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
|
|
|
22
|
▇▇▇▇▇
▇▇▇▇▇▇
|
6,855
|
6,855
|
▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
|
|
|
23
|
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
|
1,371
|
1,371
|
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
24
|
▇▇▇▇
▇▇▇▇▇▇▇
|
2,641
|
2,641
|
▇▇
▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
25
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
383
|
383
|
▇▇/▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
26
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
10,958
|
10,958
|
4
Hayovel St. Yahud–▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
27
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
2,740
|
2,740
|
4
Hayovel St. Yahud–▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
28
|
▇▇▇
▇▇▇▇▇▇
|
1,370
|
1,370
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
|
|
|
29
|
Meir
▇▇▇▇▇▇▇ ▇▇▇▇
|
273,972
|
273,972
|
12300
highgrove ct. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
|
|
|
30
|
B.M.O.
Lavi Investments and Holdings 2008 Ltd.
|
140,351
|
140,351
|
▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
31
|
▇▇▇▇
▇▇▇▇▇▇
|
66,667
|
66,667
|
▇▇
▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
32
|
▇▇▇▇
▇▇▇▇▇▇▇
|
100,000
|
100,000
|
▇
▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇,▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
33
|
EarthBound
LLC
|
45,328
|
45,328
|
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇
|
|
|
34
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
7,536
|
7,536
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, ▇▇▇
|
|
|
35
|
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
3,773
|
3,773
|
Louisville,
Kentucky, USA
|
|
|
36
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
18,863
|
18,863
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
▇▇▇
|
|
|
37
|
H.H.
Investment Company
|
8,442
|
8,442
|
Azrieli
Center, Tel-Aviv, Isarel, 67023
|
|
|
Total
|
6,139,593
|
173,996
|
6,313,589
|
8
EXHIBIT
A
Shareholders
holdings of PIMI Israel
EXHIBIT
B
Shareholder
holding in PIMI INC. after execution of the Transactions
|
Name
of Shareholder
|
Number
of Common Stock Shares $0.01 each
|
Address
|
|
|
1
|
Alon
Carmel
|
2,433,314
|
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇
|
|
2
|
Nir
Ecology Ltd. (i)
|
1,440,100
|
▇▇
▇▇'▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
3
|
Omdan
Consulting and Instruction Ltd.
|
817,362
|
▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇-▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
4
|
eNitiatives
– New Business Architects Ltd.
|
55,664
|
17
▇▇▇▇▇ ▇▇▇▇▇▇▇ S. Netanya, Israel, 42240
|
|
5
|
▇▇▇▇
▇▇▇▇▇▇
|
139,719
|
16
Rotem ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
6
|
Ahiam
Lifshitz
|
76,922
|
Beit
Hilel, 126, Galil ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
7
|
Shorer
International Ltd
|
19,215
|
33
Kore Hadorot ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
8
|
▇▇▇▇▇▇▇
▇▇▇▇
|
55,508
|
2
▇▇▇▇▇▇ St. Tel-Aviv Israel,
|
|
9
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
|
70,139
|
▇
▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
|
|
10
|
Efi
▇▇▇▇
|
36,213
|
▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
11
|
▇▇▇▇
▇▇▇▇▇▇
|
43,518
|
▇▇
▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
12
|
▇▇▇▇
▇▇▇▇▇
|
146,965
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
|
|
13
|
Asaf
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
14,423
|
5
Ha'yasmin St.Ramat-Gan Israel, 52463
|
|
14
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
|
28,527
|
▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇.▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
|
|
15
|
▇▇▇▇
▇▇▇▇▇ Investments Ltd.
|
206,820
|
POB
1018 Nahariya, Israel
|
|
16
|
Galit
Szolomowicz
|
28,528
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇-▇▇-▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
|
|
17
|
Jacques
Beraru
|
1,371
|
▇
▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
18
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
354
|
▇▇
▇▇▇▇'▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
19
|
▇▇▇▇
▇▇▇▇▇
|
161
|
▇▇
▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
20
|
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
|
▇▇▇
|
▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
21
|
▇▇▇▇▇
▇▇▇▇▇
|
7,132
|
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
|
|
22
|
▇▇▇▇▇
▇▇▇▇▇▇
|
6,855
|
▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
|
|
23
|
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
|
1,371
|
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
24
|
▇▇▇▇
▇▇▇▇▇▇▇
|
2,641
|
▇▇
▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
25
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
383
|
▇▇/▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
26
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
10,958
|
4
Hayovel St. Yahud–▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
27
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
2,740
|
4
Hayovel St. Yahud–▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
28
|
▇▇▇
▇▇▇▇▇▇
|
1,370
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
|
|
29
|
Meir
▇▇▇▇▇▇▇ ▇▇▇▇
|
273,972
|
12300
highgrove ct. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
|
|
30
|
B.M.O.
Lavi Investments and Holdings 2008 Ltd.
|
140,351
|
▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
31
|
▇▇▇▇
▇▇▇▇▇▇
|
66,667
|
▇▇
▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
|
32
|
▇▇▇▇
▇▇▇▇▇▇▇
|
100,000
|
▇
▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇,▇▇▇▇▇▇, ▇▇▇▇▇
|
|
33
|
EarthBound
LLC
|
45,328
|
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇
|
|
34
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
7,536
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, ▇▇▇
|
|
35
|
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
3,773
|
Louisville,
Kentucky, USA
|
|
36
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
18,863
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
▇▇▇
|
|
37
|
H.H.
Investment Company
|
8,442
|
Azrieli
Center, Tel-Aviv, Isarel, 67023
|
|
Total
|
6,313,589
|
9