ex1025.htm


    Exhibit 10.25

    
      Exchange
Agreement

       

      Made this
__ 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:

       

       

      
        	
                (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;

              


      

       

      
        	
                (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");

              


      

       

      
        	
                (C)  

              	
                Pimi
      Israel Shares are held by individuals and corporations (the "Shareholders") a list of
      which is attached as Exhibit
      A to this
      Agreement;

              


      

       

      
        	
                (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;

              


      

       

      
        	
                (E)  

              	
                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;

              


      

       

      
        	
                (F)  

              	
                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”);

              


      

       

      
        	
                (G)  

              	
                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;

              


      

       

      
        	
                (H)  

              	
                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");

              


      

       

      
        	
                (I)  

              	
                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");

              


      

       

      
        	
                (J)  

              	
                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;

              


      

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                (K)  

              	
                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;

              


      

       

       

      NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained, the
Parties hereby agree as follows:

       

       

      
        	
                1.  

              	
                Preamble
      and Appendices

              


      

       

      
        	
                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.

              


      

       

      
        	
                1.2.  

              	
                The
      Headings of the paragraphs are for convenience and will not be used for
      interpretation of this Agreement.

              


      

       

      
        	
                2.  

              	
                Definitions.

              


      

       

       

       “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.

       

      
        	
                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.

              


      

       

      
        	
                3.1.  

              	
                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;

              


      

       

      
        	
                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.

              


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	
                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.

              


      

       

      
        	
                3.4.  

              	
                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.

              


      

       

      
        	
                3.5.  

              	
                Transaction
      Documents. All documents effecting the Transactions shall be
      satisfactory to the Parties in form and content, in their reasonable
      discretion.

              


      

       

      
        	
                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.

              


      

       

      
        	
                4.  

              	
                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:

              


      

       

      
        	
                4.1.  

              	
                Transfer of Pimi
      Israel Shares. The Shareholders shall transfer Pimi Israel Shares
      to Pimi Inc.

              


      

       

      
        	
                4.2.  

              	
                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.

              


      

       

      
        	
                4.3.  

              	
                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 12 Aba
      Hillel St., Ramat Gan and Sichenzia Ross Friedman Ference LLP, 61
      Broadway, New York, NY 10006, 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”).

              


      

       

      
        	
                4.4.  

              	
                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.

              


      

       

      
        	
                5.  

              	
                Representations and
      Warranties.

              


      

       

      
        	
                5.1.  

              	
                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:

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      
        	
                5.1.1.  

              	
                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.

              


      

       

      
        	
                5.1.2.  

              	
                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.

              


      

       

      
        	
                5.2.  

              	
                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").

              


      

       

      
        	
                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

          
            

          

        

        
          
          

        

      

       

       

      
        	
                6.  

              	
                Cancellation  of
      the Agreement

              


      

       

      
        	
                6.1.  

              	
                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.

              


      

       

      
        	
                6.2.  

              	
                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.

              


      

       

      
        	
                6.3.  

              	
                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.

              


      

       

      
        	
                7.  

              	
                Miscellaneous.

              


      

       

      
        	
                7.1.  

              	
                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

              


      

       

      
        	
                7.2.  

              	
                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.

              


      

       

      
        	
                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.

              


      

       

      
        	
                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.

              


      

       

      
        	
                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.

              


      

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                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.

              


      

       

      
        
          	
                  If
      to Pimi Agro Cleantech Inc.:

                  Mr.
      Jonathan Shechter, Esq.

                  Sichenzia
      Ross Friedman Ference LLP.

                  61
      Broadway, 32nd
      Fl.

                  New
      York, NY 10006

                  fax:
      +212-930-9725

                   

                	
                  With
      a copy to:

                   

                
	
                   

                  If
      to Shareholders:

                  To
      Eitan Shmueli, Attorney

                  Of
      Sadot and Co. Law Office

                  12
      Aba Hillel St. Ramat Gan

                  fax:+
      972-3-6122377

                  eitan@sadot-law.co.il

                   

                	
                   

                  With
      a copy to:

                   

                
	
                  If
      to Pimi Inc.

                  To
      Eitan Shmueli, Attorney

                  Of
      Sadot and Co. Law Office

                  12
      Aba Hillel St. 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.

       

      
        	
                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.

              


      

       

      
        	
                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.

              


      

       

       

       

      
        
          
          

        

        
          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.

              


      

       

       

      
        	
                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.

              


      

       

       

      
        	
                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.

       

      
        
          
            
              
                	Pimi Agro Cleantech
      Inc.	 	 	Pimi agro Cleantech
      Ltd.	 
	 	 	 	 	 
	 	 	 	 	 
	
                        By:

                      	 	 	
                        By:

                      	 


              

            

          

        

      

    

     

     

    
      _______________________________

      Shareholders
# 3-to # 38 in Exhibit A by Advocate Eitan Shmueli under Powers of
Attorney

       

    

    
      
        
          	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  

                    Alon
      Carmel

                  

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

      
        
          
            
              
                
                  	 	 	 	 	 
	
                          Nir Ecology
      Ltd.

                           

                           

                          By:

                        	 	 	
                           

                        	 
	
                          Title 

                        	 	 	
                           

                        	 
	 	 	 	 	 
	

                          eNitiatives- New Business Architects
      Ltd.

                        	 	 	 	 


                

              

            

          

        

      

       

      
 

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

       

      
        EXHIBIT
A

        Shareholders
holdings of PIMI Israel

      

      
 

      
        
          
            
              
                
                  
                    	 
      	
                            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

                          	 	
                            269
      South Beverly Drive #1091 Beverly Hills CA. 90212, USA

                          
	
                            2

                          	
                            Nir
      Ecology Ltd.

                          	 	
                            1,440,100

                          	 	 
      	 	
                            1,440,100

                          	 	
                            17
      Ma'ale Avshalom, Kiryat Tivon, Israel, 36094

                          
	
                            3

                          	
                            Omdan
      Consulting and Instruction Ltd.

                          	 	
                            808,654

                          	 	
                            8,708

                          	 	
                            817,362

                          	 	
                            44
      Nachal Amud St. Ramat-Hasharon, Israel, 47204

                          
	
                            4

                          	
                            eNitiatives
      – New Business Architects Ltd.

                          	 	
                            55,073

                          	 	
                            591

                          	 	
                            55,664

                          	 	
                            17
      Moshe Shapira S. Netanya, Israel, 42240

                          
	
                            5

                          	
                            Erez
      Ravina

                          	 	
                            139,719

                          	 	 
      	 	
                            139,719

                          	 	
                            16
      Rotem St. Gedera, Israel, 70700

                          
	
                            6

                          	
                            Ahiam
      Lifshitz

                          	 	
                            76,922

                          	 	 
      	 	
                            76,922

                          	 	
                            Beit
      Hilel, 126, Galil Elyon, Israel, 12255

                          
	
                            7

                          	
                            Shorer
      International Ltd

                          	 	
                            19,215

                          	 	 
      	 	
                            19,215

                          	 	
                            33
      Kore Hadorot St. Jerusalem Israel, 93393

                          
	
                            8

                          	
                            Yechiel
      Katz

                          	 	
                            55,508

                          	 	 
      	 	
                            55,508

                          	 	
                            2
      Kaplan St. Tel-Aviv Israel,

                          
	
                            9

                          	
                            Michael
      Gildengorin

                          	 	
                            70,139

                          	 	 
      	 	
                            70,139

                          	 	
                             6
      BLACKSTONE LN, SAN RAFAEL, CA 94903, USA

                          
	
                            10

                          	
                            Efi
      nave

                          	 	
                            36,213

                          	 	 
      	 	
                            36,213

                          	 	
                            4
      Henrietta Sold St. Tel-Aviv Israel, 64924

                          
	
                            11

                          	
                            Dany
      Birger

                          	 	
                            43,518

                          	 	 
      	 	
                            43,518

                          	 	
                            20
      Hatchiya St. Hulon Israel, 58403

                          
	
                            12

                          	
                            Lior
      Yaron

                          	 	
                            146,965

                          	 	 
      	 	
                            146,965

                          	 	
                            1305
      Grassy Fork LOUISVILLE Kentucky 4027, USA

                          
	
                            13

                          	
                            Asaf
      David Margalit

                          	 	
                            14,423

                          	 	 
      	 	
                            14,423

                          	 	
                            5
      Ha'yasmin St.Ramat-Gan Israel, 52463

                          
	
                            14

                          	
                            Shai
      Scharfstein

                          	 	
                            28,527

                          	 	 
      	 	
                            28,527

                          	 	
                            5
      Borchov St. Kiryat.Tivon, Israel 36000

                          
	
                            15

                          	
                            Shai
      Sapir Investments Ltd.

                          	 	
                            206,820

                          	 	 
      	 	
                            206,820

                          	 	
                            POB
      1018 Nahariya, Israel

                          
	
                            16

                          	
                            Galit
      Szolomowicz

                          	 	
                            28,528

                          	 	 
      	 	
                            28,528

                          	 	
                            5616
      Alpine avenue, Cote-St-Luc, Quebec, CANADA, H4V2X5

                          
	
                            17

                          	
                            Jacques
      Beraru

                          	 	
                            1,371

                          	 	 
      	 	
                            1,371

                          	 	
                             5
      Hagiva St. Kfar Oranim, Israel, 73134

                          
	
                            18

                          	
                            Shay
      Zilberman

                          	 	
                            354

                          	 	 
      	 	
                            354

                          	 	
                            18
      Haya'ar St. Kfar Oranim, Israel, 73134

                          
	
                            19

                          	
                            Zeev
      Vider

                          	 	
                            161

                          	 	 
      	 	
                            161

                          	 	
                            34
      Gordon St. Rehovot, Israel, 76287

                          
	
                            20

                          	
                            Arieh
      Zinger Zamir

                          	 	
                            384

                          	 	 
      	 	
                            384

                          	 	
                            1
      Hadalya St. Nahariya, Israel, 22327

                          
	
                            21

                          	
                            Moshe
      Mazor

                          	 	
                            7,132

                          	 	 
      	 	
                            7,132

                          	 	
                            138
      Hashikmim St. Kiryat Yam, Israel

                          
	
                            22

                          	
                            Hagai
      Halevy

                          	 	
                            6,855

                          	 	 
      	 	
                            6,855

                          	 	
                            12
      Mordechai Gur St. Givat Shmuel, Israel

                          
	
                            23

                          	
                            Reuven
      Radu Guttmann

                          	 	
                            1,371

                          	 	 
      	 	
                            1,371

                          	 	
                            66
      Gidon Hausner St. Jerusalem, Israel, 96431

                          
	
                            24

                          	
                            Alon
      Galanti

                          	 	
                            2,641

                          	 	 
      	 	
                            2,641

                          	 	
                            13
      Finles St. Tel Aviv, Israel, 62265

                          
	
                            25

                          	
                            Ephraim
      David

                          	 	
                            383

                          	 	 
      	 	
                            383

                          	 	
                            13/6
      Weizman St. Nahariya, Israel, 22407

                          
	
                            26

                          	
                            Dalya
      Zelikovich

                          	 	
                            10,958

                          	 	 
      	 	
                            10,958

                          	 	
                            4
      Hayovel St. Yahud–Monoson, Israel, 56477

                          
	
                            27

                          	
                            Shiran
      Zelikovich

                          	 	
                            2,740

                          	 	 
      	 	
                            2,740

                          	 	
                            4
      Hayovel St. Yahud–Monoson, Israel, 56477

                          
	
                            28

                          	
                            Dan
      Geiger

                          	 	
                            1,370

                          	 	 
      	 	
                            1,370

                          	 	
                            1912
      Nashmont ct, Lansdale, PA 19446, USA

                          
	
                            29

                          	
                            Meir
      Avraham Duke

                          	 	
                            273,972

                          	 	 
      	 	
                            273,972

                          	 	
                            12300
      highgrove ct. Reisterstown Maryland 21136 USA

                          
	
                            30

                          	
                            B.M.O.
      Lavi Investments and Holdings 2008 Ltd.

                          	 	
                            140,351

                          	 	 
      	 	
                            140,351

                          	 	
                            26
      Ben Guryon St. Tel Aviv, Israel, 64588

                          
	
                            31

                          	
                            Oded
      Feigin

                          	 	
                            66,667

                          	 	 
      	 	
                            66,667

                          	 	
                            51
      Hagefen St., Ramat Hasharon, Israel, 47225

                          
	
                            32

                          	
                            Oran
      Agranat

                          	 	
                            100,000

                          	 	 
      	 	
                            100,000

                          	 	
                            4
      Eitan Yona St., Ramat Gan,Israel, 52654

                          
	
                            33

                          	
                            EarthBound
      LLC

                          	 	
                            45,328

                          	 	 
      	 	
                            45,328

                          	 	
                            126
      Fifth Avenue 4th Floor New York, NY 10011-5629 USA

                          
	
                            34

                          	
                            Faina
      Kronenberg

                          	 	
                            7,536

                          	 	 
      	 	
                            7,536

                          	 	
                            1215
      Holsworth Ln. Louisville, KY, 40222, USA

                          
	
                            35

                          	
                            Edward
      Britt Brockman

                          	 	
                            3,773

                          	 	 
      	 	
                            3,773

                          	 	
                            Louisville,
      Kentucky, USA

                          
	
                            36

                          	
                            William
      Yarmuth

                          	 	
                            18,863

                          	 	 
      	 	
                            18,863

                          	 	
                            5222
      Indian Woods Drive, Louisville, KY  40207,
USA

                          
	
                            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

                    	 	
                      269
      South Beverly Drive #1091 Beverly Hills CA. 90212, USA

                    
	
                      2

                    	
                      Nir
      Ecology Ltd. (i)

                    	 	
                      1,440,100

                    	 	
                      17
      Ma'ale Avshalom, Kiryat Tivon, Israel, 36094

                    
	
                      3

                    	
                      Omdan
      Consulting and Instruction Ltd.

                    	 	
                      817,362

                    	 	
                      44
      Nachal Amud St. Ramat-Hasharon, Israel, 47204

                    
	
                      4

                    	
                      eNitiatives
      – New Business Architects Ltd.

                    	 	
                      55,664

                    	 	
                      17
      Moshe Shapira S. Netanya, Israel, 42240

                    
	
                      5

                    	
                      Erez
      Ravina

                    	 	
                      139,719

                    	 	
                      16
      Rotem St. Gedera, Israel, 70700

                    
	
                      6

                    	
                      Ahiam
      Lifshitz

                    	 	
                      76,922

                    	 	
                      Beit
      Hilel, 126, Galil Elyon, Israel, 12255

                    
	
                      7

                    	
                      Shorer
      International Ltd

                    	 	
                      19,215

                    	 	
                      33
      Kore Hadorot St. Jerusalem Israel, 93393

                    
	
                      8

                    	
                      Yechiel
      Katz

                    	 	
                      55,508

                    	 	
                      2
      Kaplan St. Tel-Aviv Israel,

                    
	
                      9

                    	
                      Michael
      Gildengorin

                    	 	
                      70,139

                    	 	
                       6
      BLACKSTONE LN, SAN RAFAEL, CA 94903, USA

                    
	
                      10

                    	
                      Efi
      nave

                    	 	
                      36,213

                    	 	
                      4
      Henrietta Sold St. Tel-Aviv Israel, 64924

                    
	
                      11

                    	
                      Dany
      Birger

                    	 	
                      43,518

                    	 	
                      20
      Hatchiya St. Hulon Israel, 58403

                    
	
                      12

                    	
                      Lior
      Yaron

                    	 	
                      146,965

                    	 	
                      1305
      Grassy Fork LOUISVILLE Kentucky 4027, USA

                    
	
                      13

                    	
                      Asaf
      David Margalit

                    	 	
                      14,423

                    	 	
                      5
      Ha'yasmin St.Ramat-Gan Israel, 52463

                    
	
                      14

                    	
                      Shai
      Scharfstein

                    	 	
                      28,527

                    	 	
                      5
      Borchov St. Kiryat.Tivon, Israel 36000

                    
	
                      15

                    	
                      Shai
      Sapir Investments Ltd.

                    	 	
                      206,820

                    	 	
                      POB
      1018 Nahariya, Israel

                    
	
                      16

                    	
                      Galit
      Szolomowicz

                    	 	
                      28,528

                    	 	
                      5616
      Alpine avenue, Cote-St-Luc, Quebec, CANADA, H4V2X5

                    
	
                      17

                    	
                      Jacques
      Beraru

                    	 	
                      1,371

                    	 	
                       5
      Hagiva St. Kfar Oranim, Israel, 73134

                    
	
                      18

                    	
                      Shay
      Zilberman

                    	 	
                      354

                    	 	
                      18
      Haya'ar St. Kfar Oranim, Israel, 73134

                    
	
                      19

                    	
                      Zeev
      Vider

                    	 	
                      161

                    	 	
                      34
      Gordon St. Rehovot, Israel, 76287

                    
	
                      20

                    	
                      Arieh
      Zinger Zamir

                    	 	
                      384

                    	 	
                      1
      Hadalya St. Nahariya, Israel, 22327

                    
	
                      21

                    	
                      Moshe
      Mazor

                    	 	
                      7,132

                    	 	
                      138
      Hashikmim St. Kiryat Yam, Israel

                    
	
                      22

                    	
                      Hagai
      Halevy

                    	 	
                      6,855

                    	 	
                      12
      Mordechai Gur St. Givat Shmuel, Israel

                    
	
                      23

                    	
                      Reuven
      Radu Guttmann

                    	 	
                      1,371

                    	 	
                      66
      Gidon Hausner St. Jerusalem, Israel, 96431

                    
	
                      24

                    	
                      Alon
      Galanti

                    	 	
                      2,641

                    	 	
                      13
      Finles St. Tel Aviv, Israel, 62265

                    
	
                      25

                    	
                      Ephraim
      David

                    	 	
                      383

                    	 	
                      13/6
      Weizman St. Nahariya, Israel, 22407

                    
	
                      26

                    	
                      Dalya
      Zelikovich

                    	 	
                      10,958

                    	 	
                      4
      Hayovel St. Yahud–Monoson, Israel, 56477

                    
	
                      27

                    	
                      Shiran
      Zelikovich

                    	 	
                      2,740

                    	 	
                      4
      Hayovel St. Yahud–Monoson, Israel, 56477

                    
	
                      28

                    	
                      Dan
      Geiger

                    	 	
                      1,370

                    	 	
                      1912
      Nashmont ct, Lansdale, PA 19446, USA

                    
	
                      29

                    	
                      Meir
      Avraham Duke

                    	 	
                      273,972

                    	 	
                      12300
      highgrove ct. Reisterstown Maryland 21136 USA

                    
	
                      30

                    	
                      B.M.O.
      Lavi Investments and Holdings 2008 Ltd.

                    	 	
                      140,351

                    	 	
                      26
      Ben Guryon St. Tel Aviv, Israel, 64588

                    
	
                      31

                    	
                      Oded
      Feigin

                    	 	
                      66,667

                    	 	
                      51
      Hagefen St., Ramat Hasharon, Israel, 47225

                    
	
                      32

                    	
                      Oran
      Agranat

                    	 	
                      100,000

                    	 	
                      4
      Eitan Yona St., Ramat Gan,Israel, 52654

                    
	
                      33

                    	
                      EarthBound
      LLC

                    	 	
                      45,328

                    	 	
                      126
      Fifth Avenue 4th Floor New York, NY 10011-5629 USA

                    
	
                      34

                    	
                      Faina
      Kronenberg

                    	 	
                      7,536

                    	 	
                      1215
      Holsworth Ln. Louisville, KY, 40222, USA

                    
	
                      35

                    	
                      Edward
      Britt Brockman

                    	 	
                      3,773

                    	 	
                      Louisville,
      Kentucky, USA

                    
	
                      36

                    	
                      William
      Yarmuth

                    	 	
                      18,863

                    	 	
                      5222
      Indian Woods Drive, Louisville, KY  40207,
USA

                    
	
                      37

                    	
                      H.H.
      Investment Company

                    	 	
                      8,442

                    	 	
                      Azrieli
      Center, Tel-Aviv, Isarel, 67023

                    
	 
      	
                      Total

                    	 	
                      6,313,589

                    	 	 
      


            

          

        

      

      


       

       

      9