ex1023.htm


    Exhibit
10.23

     

    REF:
F:/Sadot/Carmel_Omdan_Nir/SM/25/02/2009

    [TRANSLATED
FROM THE HEBREW]

     

     

    
      	
               
      

            	
              AGREEMENT

            


    

     

    
      	
               
      

            	
              Made
      and signed this 24th day of February
2009

            


    

     

     

    
      	
              BETWEEN:

            	
              ALON
      CARMEL, ID 53408639

            


    

     

    
      	
               
      

            	
              of
      8383 Wilshire Boulevard, Suite 800, Beverly Hills, CA
  90211

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “Carmel”)

            


    

     

    
      	
               
      

            	
              of
      the first part

            


    

     

    
      	
              AND:

            	
              OMDAN
      CONSULTANCY & TRAINING LTD, PC
511468316

            


    

     

    
      	
               
      

            	
              of
      44 Nachal Amud Street, Ramat Hasharon
47204

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “Omdan”)

            


    

     

    
      	
               
      

            	
              of
      the second part

            


    

     

    
      	
              AND:

            	
              NIR
      ECOLOGY LTD, PC 511415382

            


    

     

    
      	
               
      

            	
              of
      17 Maaleh Avshalom Street, Kiriat Tivon
36094

            


    

     

    
      	
               
      

            	
              through
      the trustee, Ash-Dor Trust & Property Management Ltd, PC
      511620163

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “Nir
      Ecology”)

            


    

     

    
      	
               
      

            	
              of
      the third part

            


    

     

     

    
      	
              WHEREAS

            	
              Carmel
      is the owner and holder of 2,272,800 ordinary shares of NIS 0.01 n.v.
      each (hereinafter referred to as “ordinary
      shares”), 164,697 preferred shares of NIS 0.01 n.v. each
      (hereinafter referred to as “preferred
      shares”) and two management shares of NIS 1 n.v. each
      (hereinafter referred to as “management
      shares”), all of the company Pimi Agro Cleantech Ltd, PC 513497123
      (hereinafter referred to as “the
      company”);

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	
              AND
      WHEREAS

            	
              Omdan
      is the owner and holder of 808,554 ordinary shares of NIS 0.01 n.v.
      each, 8,708 preferred shares of NIS 0.01 n.v. each and one management
      share of NIS 1 n.v., all of the
company;

            


    

     

    
      	
              AND
      WHEREAS

            	
              Nir
      Ecology is the holder, through Ash-Dor Trust & Property Management
      Ltd, as trustee, of 1,440,000 ordinary shares of NIS 0.01 n.v. each
      and one management share of NIS 1 n.v., all of the
      company;

            


    

     

    
      	
              AND
      WHEREAS

            	
              the
      management shares carry voting rights in the company, while the ordinary
      shares and preferred shares do not carry any voting rights in the
      company;

            


    

     

    
      	
              AND
      WHEREAS

            	
              the
      company allotted one deciding share of NIS 0.01 n.v. to Adv. Amos
      Hachmon, which vests him with the right to participate in meetings of the
      company’s shareholders and/or board of directors, at the request of a
      shareholder or director, as the case may be, and in the case of a deadlock
      only, Adv. Hachmon shall decide the disputes (hereinafter referred to as
      “the
      deciding share”);

            


    

     

    
      	
              AND
      WHEREAS

            	
              the
      company intends issuing its shares on NASDAQ OTC B/B (hereinafter referred
      to as “the
      issue”) or transferring them to a company registered in the United
      States, whose shares shall be listed for trade on NASDAQ OTC
      B/B;

            


    

     

    
      	
              AND
      WHEREAS

            	
              for
      the purposes of the issue, the parties wish to alter the company’s capital
      structure, such that the ordinary shares and the preferred shares shall
      carry voting rights, each ordinary share of NIS 0.01 n.v. vesting one
      vote, each preferred share of NIS 0.01 n.v. vesting one vote, and the
      management shares and deciding share being converted into ordinary shares
      of NIS 0.01 n.v. each;

            


    

     

    
      	
              AND
      WHEREAS

            	
              the
      parties intend convening a special general meeting, the agenda of which
      shall include a change in the company’s capital structure as described
      above and below;

            


    

     

    
      	
               
      

            	
              ACCORDINGLY,
      IT IS AGREED BETWEEN THE PARTIES AS
      FOLLOWS:

            


    

     

    
      	
              1.

            	
              The
      parties shall act to convene a special general meeting of the holders of
      the company’s management shares, the agenda of which shall include the
      following matters:

            


    

     

    
      	
               
      

            	
              1.1

            	
              a
      change in the rights attached to the ordinary shares, such that they shall
      carry a voting right in the company, each ordinary share of NIS 0.01
      n.v. vesting the holder thereof with the right to be invited to the
      general meetings of the company’s shareholders and to one vote
      thereat;

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              1.2

            	
              a
      change in the rights attached to the preferred shares, such that they
      shall carry a voting right in the company, each preferred share of
      NIS 0.01 n.v. vesting the holder thereof with the right to be invited
      to the general meetings of the company’s shareholders and to one vote
      thereat;

            


    

     

    
      	
               
      

            	
              1.3

            	
              the
      consolidation of all the management shares in the company’s authorized,
      issued and paid up capital, and their re-division into 400 management
      shares of NIS 0.01 n.v. each;

            


    

     

    
      	
               
      

            	
              1.4

            	
              a
      change in the rights attached to the management shares in the company’s
      authorized, issued and paid up capital, such that the rights attached to
      the management shares shall be identical to the rights attached to the
      company’s ordinary shares after implementation of the provisions of clause
      1.1 above;

            


    

     

    
      	
               
      

            	
              1.5

            	
              the
      conversion of the deciding share in the company’s authorized, issued and
      paid up capital into one ordinary share of NIS 0.01
    n.v.

            


    

     

    
      	
              2.

            	
              The
      parties undertake to vote at the special general meeting in favour of the
      proposed resolutions as worded in appendix “A”
  hereto.

            


    

     

    
      	
              3.

            	
              On
      implementation of the change in the company’s capital structure, the
      parties undertake to vote in respect of all the shares held by them as
      described below:

            


    

     

    
      	
               
      

            	
              3.1

            	
              Omdan
      and Nir Ecology undertake to vote in respect of the ordinary shares and
      preferred shares held by them in favour of a proposed resolution pursuant
      whereto two directors nominated by Carmel will be
    appointed.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Nir
      Ecology and Carmel undertake to vote in respect of the ordinary shares and
      preferred shares held by them in favour of a proposed resolution pursuant
      whereto one director nominated by Omdan will be
  appointed.

            


    

     

    
      	
               
      

            	
              3.3

            	
              Omdan
      and Carmel undertake to vote in respect of the ordinary shares and
      preferred shares held by them in favour of a proposed resolution pursuant
      whereto one director nominated by Nir Ecology shall be
      appointed.

            


    

     

    
      	
               
      

            	
              3.4

            	
              If
      any of the parties’ shareholdings in the company fall below 7.5%, the
      other parties shall not be liable to vote for the director nominated by
      him to the company’s board of directors. If Carmel’s shareholdings fall
      below 15%, Omdan and Nir Ecology shall not be liable to vote, in respect
      of the ordinary shares and preferred shares held by them, in favour of a
      proposed resolution pursuant whereto two directors nominated by Carmel
      will be appointed, and so long as Carmel holds more than 7.5% of the
      company’s capital, they shall remain liable to vote for one director
      nominated by Carmel.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               
      

            	
              3.5

            	
              The
      aforesaid is based on the assumption that the company’s board of directors
      shall consist of four directors appointed by the parties. In the event
      that the number of directors appointed by the parties is greater than
      four, the parties shall act so that each time an even number of additional
      directors is appointed, such that if the parties appoint six directors,
      the fifth director shall be appointed from amongst Carmel’s nominees, and
      Omdan and Nir Ecology undertake to vote for him and the sixth director
      shall be appointed from amongst Nir Ecology’s nominees, and Carmel and
      Omdan undertake to vote for him. If the parties appoint eight directors,
      the seventh director shall be appointed from amongst Carmel’s nominees,
      and Omdan and Nir Ecology shall vote for him, and the eighth director
      shall be appointed from amongst Omdan’s nominees, and Nir Ecology and
      Carmel shall vote for him.

            


    

     

    
      	
               
      

            	
              3.6

            	
              The
      parties agree that in the event that they are unable to unanimously agree
      on the identity of a nominated external director, they shall vote against
      at any meeting at which the appointment of an external director is put to
      the vote.

            


    

     

    
      	
              4.

            	
              The
      parties undertake that in the event of a transfer of shares to a third
      party, which is a related company of any of the parties and/or a relative
      of the parties hereto, as such expression is defined in the Securities
      Law, 5728-1968, the third party shall assume the transferor’s obligations
      pursuant hereto. “Related company” for the purposes of this clause means a
      company in which any of the parties directly and/or indirectly holds at
      least 25% of the capital.

            


    

     

    
      	
              5.

            	
              If
      by reason of the issue and for the purposes of its implementation, the
      parties transfer their shares to a company to be registered in the United
      States (hereinafter referred to as “the
      American company”), and instead of their shares they receive shares
      in the American company, the parties undertake that the provisions of this
      agreement shall apply to their shareholdings in the American company. If
      the issue does not take place within 12 months of the execution hereof,
      the parties shall act in order to return the company’s capital structure
      to its structure prior to the date of the execution
  hereof.

            


    

     

    
      	
              6.

            	
              It
      is agreed that the arrangements between the parties inter
      se or between any of the parties and the company pursuant to the
      shareholders’ agreement of 13th November 2005 and the amendment thereto of
      15th November 2006 as shareholders of the company shall apply mutatis
      mutandis to the parties as shareholders of the American
      company.

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              7.

            	
              Adv.
      Amos Hachmon, as arbitrator, shall decide any differences of opinion and
      disputes arising between the parties, or any of them, in connection with
      the interpretation or performance of this agreement. Omdan and Nir Ecology
      acknowledge that Adv. Hachmon serves as Carmel’s attorney and that they
      shall be precluded from raising any plea or request for the removal of
      Adv. Hachmon from his position as arbitrator on the grounds that he is
      Carmel’s attorney. If Adv. Hachmon refuses or not deem fit to serve as
      arbitrator, he shall appoint an arbitrator for the
  parties.

            


    

     

    
      	
               
      

            	
              The
      parties agree that this clause constitutes an arbitration agreement for
      all intents and purposes.

            


    

     

     

    
      	
               
      

            	
              As
      witness the hands of the parties:

            


    

     

    
      
        
          
            	(Signed
      and stamped)	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                     

                  	 	 	
                     

                  	 
	
                    
                      Alon
      Carmel

                    

                  	 	 	
                    
                      Omdan
      Consultancy & Training Ltd

                    

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

      

    

     

    
      
        
          
            
              	(Signed
      and stamped)	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                       

                    	 	 	
                       

                    	 
	
                      
                        Nir
      Ecology Ltd

                      

                    	 	 	
                       

                    	 
	
                       

                    	 	 	
                       

                    	 


            

          

        

      

    

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    We agree
to the above provisions of this agreement and undertake to act pursuant thereto
until the transfer to Nir Ecology of the shares held by us on trust for Nir
Ecology.

     

     

    
       

      
        
          
            
              
                	(Signed
      and stamped)	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                         

                      	 	 	
                         

                      	 
	
                        
                          Ash-Dor
      Trust & Property Management Ltd

                        

                      	 	 	
                         

                      	 
	
                         

                      	 	 	
                         

                      	 


              

            

          

        

      

       

    

    
      
        
          
            
              
                	
                        I
      certify the aforesaid:

                      	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                         

                      	 	 	
                         

                      	 
	
                        
                          Adv.
      Amos Hachmon

                        

                      	 	 	
                         

                      	 
	
                         

                      	 	 	
                         

                      	 


              

            

          

        

      

       

    

    I certify
that I have irrevocable powers of attorney from the company’s other shareholders
who are not parties to this agreement, save for Initiatives, allowing me to vote
in their stead at meetings of the company’s shareholders. I certify that I shall
use the aforesaid powers of attorney for the purpose of voting at meetings of
the company’s shareholders after prior arrangement with Alon Carmel, and with
his consent.

     

    
       

      
        
          
            
              
                
                  	
                          (Signed)

                        	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                           

                        	 	 	
                           

                        	 
	
                          
                            Eitan
      Shmueli, Adv.

                          

                        	 	 	
                           

                        	 
	
                           

                        	 	 	
                           

                        	 


                

                 

              

            

          

        

      

    

    The
shareholders listed in appendix “B” hereto confirm their consent to the
provisions of clause 5 of the agreement and that the provisions of this clause
shall also apply to them, through the signature of their attorney, Adv. Eitan
Shmueli. 

      
         

        
          
            
              
                
                  
                    	
                            (Signed)

                          	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                             

                          	 	 	
                             

                          	 
	
                            
                              Eitan
      Shmueli, Adv.

                            

                          	 	 	
                             

                          	 
	
                             

                          	 	 	
                             

                          	 


                  

                   

                   

                   

                  6