ex1024.htm


    Exhibit
10.24

     

    REF:
F:/Sadot/Pimi Marion/Addendum/BSR/23.4.09

    [TRANSLATED
FROM THE HEBREW]

     

     

    ADDENDUM
TO AGREEMENT

     

    Made this
_____ day of April 2009

    
    

     

    
      	 BETWEEN:	Alon Carmel, ID No.
      53408639	 
	 	of 269 South Beverly
      Drive #1091, Beverly Hills, CA. 90212	 
	 	(hereinafter
      referred to as “Carmel”)	
               of the first
  part

            
	 	 	 
	 AND:	Omdan Counselling &
      Training Ltd	 
	 	Private company
      no. 511468316	 
	 	of 44 Nahal Amud
      Street, Ramat Hasharon 47204	 
	 	(hereinafter
      referred to as “Omdan”)	
               of the second
      part

            
	 	 	 
	AND:	Nir Ecology
Ltd	 
	 	Private company
      no. 511415382	 
	 	of 17 Maaleh
      Avshalom Street, Kiryat Tivon 36094	 
	 	(hereinafter
      referred to as “Nir Ecology”)	
              of
      the third part

            


    

                  

     

     

    
      
        	
                WHEREAS

              	
                on
      24th February 2009 a voting agreement was made between the parties as the
      shareholders of Pimi Agro Cleantech Ltd, private company
      no. 513497123 (hereinafter respectively referred to as “the voting
      agreement” and “the Company”);

              


      

       

      
        	
                AND
      WHEREAS

              	
                pursuant
      to the voting agreement it was provided that for the purposes of listing
      their shares for trade and issuing shares to pension funds in the USA
      (hereinafter referred to as “the
      Issue”), the parties would transfer their shares in the
      Company  to a company to be registered in the USA on and against
      shares in the American Company with the same rights and in the same
      quantities as the shares in the Company held by the
    parties;

              


      

       

      
        	
                AND
      WHEREAS

              	
                the
      American Company was established on 1st April 2009 in Delaware under the
      name Pimi Agro Cleantech Inc. (hereinafter referred to as “Pimi
      Inc.”);

              


      

       

      
        	
                AND
      WHEREAS

              	
                it
      has become apparent to the parties that pursuant to section 104H of the
      Income Tax Ordinance and the pre-ruling pursuant thereto, Pimi Inc. must
      have a single class of shares after the parties’ shares have been
      transferred to it;

              


      

       

      
        	
                AND
      WHEREAS

              	
                further
      to the said information, the parties wish to amend the voting agreement as
      set out below in order to permit acceptance of the
    pre-ruling.

              


      

    

     

    NOW
THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

     

    
      	
              1.

            	
              The
      recitals hereto constitute an integral part
  hereof.

            


    

     

    
      	
              2.

            	
              The
      terms and expressions in this agreement shall have the same meanings as
      given to them in the voting
agreement.

            


    

     

    
      	
              3.

            	
              Clause
      5 of the voting agreement shall be replaced by the following
    -

            


    

     

    
      	
               
      

            	
              5.1

            	
              If
      by reason of the issue and for the purpose of its implementation the
      parties transfer their shares to Pimi Inc., they shall receive shares in
      Pimi Inc. instead of their shares in the Company so that all the Ordinary
      Shares and Preference Shares of the Company that are held by them shall be
      converted into one class of shares (Common Stock) in Pimi Inc. The parties
      undertake that the provisions of this agreement shall apply to their
      holdings of Pimi Inc. shares, mutatis
      mutandis.

            


    

     

    
      	
               
      

            	
              5.2

            	
              Omdan
      and Nir Ecology undertake that in the event of Pimi Inc.’s winding-up or
      in the event of the sale of all its share capital to an investor or
      strategic purchaser, excluding in the event of a sale of shares on the
      stock exchange, as a result of which Carmel obtains less than
      US$ 965,000, they shall make up the amount to US$ 965,000 from
      the proceeds that they receive in the event of winding-up or a sale of
      their shares, if received, to a maximum of the amounts that they receive
      as a result of such winding-up or sale, pro
      rata between them to the proportionate holdings of each of them in
      Pimi Inc. in comparison with the total holdings of Omdan and Nir Ecology
      in Pimi Inc. at the time of the winding-up or
  sale.

            


    

     

    
      	
               
      

            	
              5.3

            	
              Should
      the issue not be implemented within 12 months of the date hereof, the
      parties shall act in order to restore the capital structure of the Company
      (including the different share classes and the holdings of those classes)
      to the state existing prior to the execution
  hereof.

            


    

     

    
      	
              4.

            	
              It
      is hereby expressed that the other provisions of the voting agreement
      shall remain unchanged.

            


    

     

    AS
WITNESS THE HANDS OF THE PARTIES

     

    (Signed
and stamped)

    _____________________

     

    
      Omdan
Counselling & Training Ltd

    

    
      
        
          
            	
                     

                  	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                     

                  	 	 	
                     

                  	 
	
                    Alon
      Carmel   

                  	 	 	
                    Nir
      Ecology Ltd