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Exhibit 10r

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AGREEMENT OF CERTAIN
SHAREHOLDERS

BETWEEN

MERHAV AMPAL ENERGY
LIMITED

AND

MERHAV (M.N.F.) LIMITED

dated as of August 1,
2006

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# TABLE OF CONTENTS

|                                                             |      |                                   | Page(s)
|------------------------------------------------------------ | ---- | --------------------------------- | -------
|
|
|
|
|                                                             |      |                                   |        
|ARTICLE I DEFINITIONS                                        | 2   
|                                                             |      |                                   |        
|ARTICLE II NOMINEE ARRANGEMENT                               | 4   
|                                                             | 2.1  | Ownership and Benefits            | 4      
|                                                             | 2.2  | Capital Calls; Additional Shares  | 4      
|                                                             | 2.3  | Registration                      | 5      
|                                                             |      |                                   |        
|ARTICLE III TRANSFER OF SHARES                               | 5   
|                                                             | 3.1  | Restrictions on Transfer          | 5      
|                                                             | 3.2  | Tag Along Right                   | 6      
|                                                             |      |                                   |        
|ARTICLE IV BOARD OF DIRECTORS; SHAREHOLDER VOTING AGREEMENTS | 6   
|                                                             | 4.1  | Designation of Directors          | 6      
|                                                             | 4.2  | Voting Agreements                 | 6      
|                                                             | 4.3  | Shareholder Meetings              | 7      
|                                                             |      |                                   |        
|ARTICLE V MISCELLANEOUS                                      | 7   
|                                                             | 5.1  | Governing Law                     | 7      
|                                                             | 5.2  | Consent to Jurisdiction           | 7      
|                                                             | 5.3  | Remedies                          | 8      
|                                                             | 5.4  | Severability                      | 8      
|                                                             | 5.5  | Interpretation                    | 8      
|                                                             | 5.6  | Costs and Expenses                | 8      
|                                                             | 5.7  | Notices                           | 8      
|                                                             | 5.8  | Counterparts                      | 9      
|                                                             | 5.9  | Entire Agreement                  | 9      
|                                                             | 5.10 | No Third Party Rights; Assignment | 9      
|                                                             | 5.11 | Waivers and Amendments            | 9      

ii

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# AGREEMENT OF CERTAIN
SHAREHOLDERS

AGREEMENT
OF CERTAIN SHAREHOLDERS (this Agreement), dated as of August 1, 2006,
between Merhav (m.n.f) Limited, a company organized under the laws of the State of Israel
(Merhav), and Merhav Ampal Energy Limited, a company organized under
the laws of the State of Israel (Ampal Energy) (each, a
Party and, collectively, the Parties, and together
with any other person that becomes party hereto, the Shareholders).

# RECITALS

WHEREAS,
Merhav and Ampal Energy entered into that certain Omnibus Agreement, dated as of December
1, 2005, pursuant to which Ampal Energy purchased from Merhav the beneficial interest in
1,200 normal shares of the outstanding capital stock of East Mediterranean Gas. Co.
S.A.E., an Egyptian Company (EMG) from Merhav;

WHEREAS,
Ampal Energy has exercised its option to purchase an additional 2,760 shares of EMG in
accordance with the terms of that certain Stock Purchase Agreement (the Stock
Purchase Agreement), dated as of the date hereof, between Merhav and Ampal
Energy;

WHEREAS,
pursuant to the Stock Purchase Agreement, Merhav sold to Ampal Energy 2,760 shares (the
New EMG Shares) of EMG Stock.

WHEREAS,
as of the date hereof, Merhav beneficially owns 11,040 shares of EMG Stock, such shares
representing 18.4% of the issued and outstanding capital stock of EMG;

WHEREAS,
as of the date hereof, Ampal Energy owns 3,960 shares (together with any subsequent shares
of EMG Stock acquired by Ampal Energy, the Ampal Shares) such shares
representing 6.6% of the issued and outstanding capital stock of EMG;

WHEREAS,
pursuant to Article 43 of the Statutes of EMG, as amended, a General Assembly of the
Shareholders of EMG (General Assembly) must convene annually during the
three months following the end of EMGs fiscal year, which fiscal year ends on
December 31st;

WHEREAS,
pursuant to the Article 21 of the Statutes of EMG, as amended, there are currently two
members representing Merhav currently serving (the Merhav Directors) on
the Board of Directors of EMG (the Board);

WHEREAS,
at the meeting of the General Assembly held on March 13, 2006, Merhav designated Messrs.
Yossef A. Maiman and Nimrod Novik as the Merhav Directors and Messrs. Yossef A. Maiman and
Nimrod Novik are, as of the date hereof, the current Merhav Directors;

WHEREAS,
as a condition to Ampal Energys purchase of the New EMG Shares pursuant to the Stock
Purchase Agreement, Merhav has agreed, among other things, to grant Ampal Energy (a) tag
along rights with respect to any sale of the shares of EMG Stock held by Merhav (the
Merhav Shares) at the time of such transfer; and (b) the right to
consult with Merhav regarding the appointment of the Merhav Directors, as provided for in
this Agreement.



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NOW,
THEREFORE, in consideration of the aforesaid premises and of the mutual representations,
warranties and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Shareholders hereby agree
as follows:

# ARTICLE I

# DEFINITIONS

The following terms shall have the
following meanings for purposes of this Agreement:

Affiliate
means (a) with respect to any Person (other than an individual), a person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with, such person, where control means the possession, directly
or indirectly, of the power to direct or cause the direction of the management policies of
a Person, whether through the ownership of voting securities, by contract, as trustee or
executor, or otherwise and (b) with respect to any individual, any relative or spouse of
such Person, or any relative of such spouse, who has the same home as such Person.

Agreement
has the meaning set forth in the Preamble.

Ampal
Appointee has the meaning set forth in the Recitals.

Ampal Energy
has the meaning set forth in the Preamble.

Ampal
Shares has the meaning set forth in the Recitals.

Ampal Stock
means the Class A Stock, par value $1.00 per share, of Ampal-American Israel Corporation,
a New York corporation.

Board
has the meaning set forth in the Recitals.

Business
Day shall mean any day that is not a Saturday, Sunday or other day on which
banks are required or authorized by Law to be closed in New York City on Israel.

Egyptian
Law means any law (including common law), statute, statutory instrument, code,
ordinance, regulation, directive, legally binding rule, decree or other legally
enforceable obligation imposed by a court or other entity of the Arab Republic of Egypt.

EMG
Organizational Documents means (i) the Decree of the General Authority for
Investment and Free Zones No. 1020 of 2000 Regarding Authorization for the Establishment
of East Mediterranean Gas Company an Egyptian Joint Stock Company According to the Special
Free Zones System, as amended from time to time, (ii) the Statutes of East Mediterranean
Gas Company an Egyptian Joint Stock Company According to the Special Free Zones System, as
may be amended from time to time and (iii) any other document or instrument relating to
the formation or governance of EMG.

2

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EMG
Stock" means the normal shares of East Mediterranean Gas. Co. S.A.E., an Egyptian
Company.

Exercise
Notice has the meaning set forth in Section 3.2(b).

Exercise Period
has the meaning set forth in Section 3.2(b).

General
Assembly has the meaning set forth in the Recitals.

Ampal
Appointee has the meaning set forth in the Recitals.

Lien
means any mortgage, pledge, hypothecation, charge, assignment, deposit arrangement,
encumbrance, security interest, lien, fiduciary assignment and any security or similar
agreement of any kind or nature whatsoever.

Merhav
Directors has the meaning set forth in the Recitals.

Merhav Shares
has the meaning set forth in the Recitals.

Merhav
has the meaning set forth in the Preamble.

New
EMG Shares has the meaning set forth in the Recitals.

Offer
has the meaning set forth in Section 3.2(a).

Offer
Notice has the meaning set forth in Section 3.2(a).

Omnibus
Agreement has the meaning set forth in the Recitals.

Parties
has the meaning set forth in the Preamble.

Party
has the meaning set forth in the Preamble.

Person
means an individual, corporation, partnership, trust, limited liability company, a branch
of any legal entity, unincorporated organization, joint stock company, joint venture,
association or other entity, or any government, or any agency or political subdivision
thereof.

Shareholders
has the meaning set forth in the Preamble.

Statutes
of EMG means the Statutes of East Mediterranean Gas Company An Egyptian Joint
Stock Company According to the Special Free Zones System, as amended from time to time.

Stock
Purchase Agreement has the meaning set forth in the Recitals.

Transfer
means, whether voluntary or involuntary, any transfer, assignment (including any fiduciary
assignment), conveyance and sale.

Transferee
has the meaning set forth in Section 3.1(a).

3

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# ARTICLE II

# NOMINEE ARRANGEMENT

2.1    Ownership and Benefits. To
the extent that the Ampal Shares have not been registered in the name of Ampal Energy on
the books and records of EMG, Merhav shall act as nominee on behalf of Ampal Energy with
respect to the Ampal Shares and agree as follows:

(a)    
          Merhav and Ampal Energy hereby agree that the Ampal Shares shall, subject to
          Section 2.3, be held in the name of Merhav, but that the economic and all other
          beneficial interests in and to he Ampal Shares (including the right to direct
          the votes of the Ampal Shares) shall belong at all times to Ampal Energy for all
          purposes whatsoever. Merhav and Ampal Energy agree that all the benefits
          associated with the Ampal Shares shall at all times be solely those of Ampal
          Energy, and that Merhav shall have no beneficial right whatsoever to the Ampal
          Shares. All dividends and other distributions with respect to the Ampal Shares
          shall belong to Ampal Energy.

(b)    
          Merhav agrees to take any action with respect to the Ampal Shares (including,
          without limitation, with respect to the voting, sale, pledge or other
          disposition of the Ampal Shares) as shall be requested from time to time by
          Ampal Energy, to the extent permissible by the constituent documents of EMG and
          otherwise in accordance with this Agreement.

(c)    
          The Parties hereby agree that Merhav will establish a bank account (the
          Bank Account) with a bank mutually acceptable to the parties (the
          Bank) in its name, and that Merhav, as legal holder of the Ampal
          Shares, shall instruct EMG to remit any and all dividends and distributions with
          respect to all shares of EMG held by Merhav to the Bank Account. Merhav hereby
          agrees that it shall not, without the consent of Ampal Energy, instruct EMG to
          remit dividends and other distributions payable on the Ampal Shares to any
          account other than the Bank Account. Merhav shall instruct the Bank (such
          instructions to be changed only by joint notification to the Bank from Ampal
          Energy and Merhav) to immediately transfer to Ampal Energy such part of any
          dividends or distributions or other money received in the Bank Account, which is
          attributable and/or paid with respect to the Ampal Shares. The parties will use
          their commercially reasonable efforts to have the Bank acknowledge the agreement
          set forth in this Paragraph 2.1(c).

(d)    
          In the event Merhav receives any dividends or distributions or other money in
          respect of the Ampal Shares, which was not remitted to Ampal Energy in
          accordance with Section 2.1(c), such distributions and moneys shall belong to
          Ampal Energy and shall be remitted to Ampal Energy by Merhav promptly upon
          receipt.

2.2    Capital Calls; Additional
Shares. (a) Each of Ampal Energy and Merhav hereby covenants to pay and contribute to
EMG (in the case of Ampal Energy, either directly or through payment to Merhav) its pro
rata share of the amounts required to be paid by shareholders of EMG pursuant to
EMGs constituent documents or other agreements between EMG and its shareholders or
among EMGs shareholders. Merhav shall notify Ampal Energy of any such capital calls
no more than two (2) Business Days following receipt by nominee of a capital call from
EMG. In the event Merhav does not intend to make such required capital contribution it
shall so notify Ampal Energy of such intention reasonably in advance of the due date for
such capital contribution so as to permit Ampal Energy to make such capital contribution
in accordance with this Section 2.2(a).

4

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(b)    
          In the event Merhav has notified Ampal Energy that it will not make a required
          capital contribution, the parties hereby agree that Ampal Energy may elect to
          make such capital contribution on behalf of Merhav, and Merhav shall cooperate
          and take all necessary action to cause such capital contribution to be made with
          the funds provided by Ampal Energy. In the event Ampal Energy does make such
          capital contribution, without any further action necessary, Merhav hereby
          assigns to Ampal Energy the beneficial ownership of such number of additional
          shares of Merhav Stock for its own account equal to the quotient determined (x)
          the amount paid by Ampal Energy with respect to such capital call (less the
          amount attributable to the Ampal Shares) divided by (y) the weighted
          average of the Purchase Price Per Share set forth in the Stock Purchase
          Agreement and the purchase price per share of EMG Stock set forth in the Omnibus
          Agreement. Merhav shall provide any other instruments or documents reasonably
          requested by Ampal Energy to evidence any transfer or assignment of Merhav
          Shares hereunder. Any additional Merhav Shares transferred hereunder shall be
          subject to the same restrictions on transfer set forth in Section 2.1(a) of the
          Omnibus Agreement.

2.3    Registration. At any time
upon the request of Ampal Energy, Merhav shall promptly take all necessary actions to
transfer on the register of EMG in accordance with the constituent documents of EMG and
Egyptian Law, the full valid legal title to the Ampal Shares, free and clear of any Liens.
Merhav shall be responsible for any transfer, stamp or similar taxes in connection with
such transfer. Merhav hereby represents and warrants that no consent or approval
(including, without limitation, any signature or other document) of EMG or any other
Person is necessary for the registration of the Ampal Shares in the name of Ampal on the
books and records of EMG (other than notifying the General Authority for Investments and
Free Zones and subject to the requirements of the General Authority for Investments and
Free Zones). Merhav, in consideration of the undertakings herein and in the Stock Purchase
Agreement, hereby authorizes Ampal Energy to execute any documents necessary or advisable
in the name of, and on behalf of, Merhav that are required for the transfer of legal title
of the Ampal Shares to Ampal Energy on the book and records of EMG.

# ARTICLE III

# TRANSFER OF SHARES

3.1    Restrictions on
Transfer

(a)    
          (Other than to its own Affiliate neither Party may Transfer any of the its
          shares of EMG Stock to any Person other than to the other Party or its
          Affiliates (a Transferee) except as hereinafter provided or
          as provided in the Stock Purchase Agreement.

(b)    
          As a condition to the consummation of any Transfer to a Transferee, Merhav shall
          cause such Transferee to sign a counterpart to this Agreement and agree to be
          bound by the same terms to which Merhav is bound under this Agreement, other
          than those terms contained in Article II and Sections 3.1., 3.2 and 4.1.

5

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3.2    Tag Along Right

(a)    
          If at any time after the date hereof, a Party (the TransferringParty) desires to Transfer some or all of the Shares of EMG held by
          the Transferring Party, and the Transferring Party shall have obtained a bona
          fide written offer from an unrelated third-party proposed Transferee (an
          Offer), the Transferring Party shall promptly deliver to the
          other Party (the Offeree) a written notice (an Offer
          Notice), enclosing a copy of the Offer, offering the Offeree to
          exercise, during a period of 30 days after deliver of the Offer Notice (the
          Exercise Period), a right to sell a portion of its shares in
          such Offer to such Transferee on the same terms and conditions as set forth in
          such Offer, up to an amount of such number of shares equal to the product of (A)
          the number of shares of EMG Stock subject to the Offer and (B) a fraction, the
          numerator of which is the number of shares of EMG Stock owned by the Offerree
          and the denominator of which is the aggregate number of shares of EMG Stock
          owned by the Transferring Party and the Offerree. The number of shares to be
          sold by the Transferring Party to such Transferee shall be reduced by the number
          of shares to be sold by the Offerree hereunder.

(b)    
          Any election to sell made by the Offerree hereunder shall be made by written
          notice during the Exercise Period from the Offerree to the Transferring Party.

(c)    
          Any Transfer by the Offerree pursuant to this Section 3.2 shall be for the
          purchase price and on the terms and conditions set forth in the related Offer,
          and the closing thereof shall be concurrent with the Transfer by the
          Transferring Party.

(d)    
          In the event that the Offerree does not elect to sell pursuant to this Section
          3.2, or does not respond during the Exercise Period, then the Transferring Party
          shall have the right to consummate the Transfer of its Shares of EMG Stock in
          accordance with the terms of the Offer during the 180-day period following the
          expiration of the Exercise Period relating to such Offer, provided that such
          unrelated third Party Transferee shall undertake to be bound by the provisions
          of Section 4.2 of this Agreement.

# ARTICLE IV

# BOARD OF DIRECTORS;
SHAREHOLDER VOTING AGREEMENTS

4.1    Designation of Directors.
With regards to the appointment of the Merhav Directors, the Parties agree that (x) prior
to the appointment or re-appointment of any Merhav Director, Merhav shall have consulted
with Ampal Energy regarding such appointment or re-appointment, and (y) in the event that
Merhav ceases to hold any shares of EMG Stock, the Shareholders shall appoint or
re-appoint the Merhav Directors, as necessary and from time to time, only after such
appointee has received the approval of Shareholders representing greater than 50% of the
shares of EMG Stock held by all of the Shareholders.

4.2    Voting Agreements.

(a)    
          The Parties agree that (x) each Shareholder shall not vote its shares of EMG
          Stock, or (y) Merhav, if acting as nominee, shall not vote such shares as
          nominee for such Shareholder in favor of, or vote against, any of the following
          actions unless Shareholders representing 85% of the shares of EMG Stock held by
          all of the Shareholders have voted in favor of such action:

6

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| | (i)                     any
change in the purpose of EMG as stated in the EMG Organizational Documents;
| | -------------------------------------------------------------------------------------------------------

| | (ii)                     any
sale of all or substantially all of EMGs assets;
| | ------------------------------------------------------------------------------

| | (iii)                     the
merger or consolidation of EMG with any other party;
| | ----------------------------------------------------------------------------------

| | (iv)                     the
liquidation or dissolution of EMG;
| | ---------------------------------------------------------------

| | (v)                     any
proposed amendment to the EMG Organizational Documents;
| | -----------------------------------------------------------------------------------

| | (vi)                     any
demand for additional capital from the shareholders of EMG; or
| | -------------------------------------------------------------------------------------------

| | (vii)                     any
request for special distributions from EMG.
| | -------------------------------------------------------------------------

(b)    
          If at any time Merhav owns less than 13% of the EMG Stock held in the aggregate
          by the Shareholders, the Shareholders agree to vote their respective shares of
          EMG Stock (including making shareholder proposals) as directed by a vote of the
          majority of shares of EMG Stock held by the Shareholders.

4.3    Shareholder Meetings. On
ten days notice, any Shareholder may call a meeting of shareholders for any purpose
relating to EMG, this Agreement or the Stock Purchase Agreement.

# ARTICLE V

# MISCELLANEOUS

5.1    Governing Law. This
Agreement shall be governed in all respects, including validity, interpretation and
effect, by the internal laws of the State of Israel without regard to its conflict of law
principles .

5.2    Consent to Jurisdiction.
The Parties hereby agrees that: (i) any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby may be brought in court in the Tel
Aviv  Jaffa District of the State of Israel; (ii) such party shall not make any
venue objection with respect to any action commenced in any such court; (iii) such party
may be served by registered or certified mail, return receipt requested, addressed as
provided in Section 4.8 hereof; and (iv) such party irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.

7

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5.3    Remedies. It is expressly
understood that the equitable remedies of specific performance and injunction shall be
available for the enforcement of the covenants and agreements herein, and that the
availability of these equitable remedies shall not be deemed to limit any other right or
remedy to which any party to this Agreement would otherwise be entitled.

5.4    Severability. Each
Section, subsection and clause of this Agreement constitutes a separate and distinct
undertaking, covenant or provision hereof. In the event that any provision of this
Agreement shall finally be determined to be unlawful, such provision shall be deemed
severed from this Agreement, but every other provision of this Agreement shall remain in
full force and effect.

5.5    Interpretation. Whenever
used in this Agreement, except as otherwise expressly provided or unless the context
otherwise requires, any noun or pronoun shall be deemed to include the plural as well as
the singular and to cover all genders. Unless otherwise specified, words such as
herein, hereof, hereby, hereunder and
words of similar import refer to this Agreement as a whole and not to any particular
Section or subsection of this Agreement, and references herein to Articles or
Sections refer to Articles or Sections of this Agreement. The headings in this
Agreement are intended solely for convenience of reference and shall be given no effect in
the construction or interpretation of this Agreement.

5.6    Costs and Expenses. Each
party shall bear its own expenses incurred in connection with the negotiation,
preparation, execution and closing of this Agreement and the transactions provided for
hereby.

5.7    Notices. All notices or
other communications required or permitted by this Agreement or any other Transaction
Document shall be effective upon receipt and shall be in writing and delivered personally
or by overnight courier, or sent by facsimile (with confirmation copies delivered
personally or by courier within three (3) business days), as follows:

If to Merhav, to:

| | Merhav
(m.n.f) Ltd. 
33 Havatzelet Hasharon Street 
Herzlia, Israel 
Attention: Mr. Yossef Maiman and Mr. Leo Malamud 
Facsimile:+972-9-9501733
| | -----------------------------------------------------------------------------------------------------------------------------------------------

with copies to:

| | M.
Firon & Co., Advocates and Notaries 
16 Abba Hillel St., 
Ramat Gan, Israel 
Attention:   Adv. Eldad Firon and Adv. Nimrod Bashan 
Facsimile: +972-3-7540011
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

8

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If to Ampal Energy, to:

| | Merhav
Ampal Energy Limited 
c/o Ampal-American Israel Corp. 
111 Arlozorov Street 
Tel Aviv 62098 Israel 
Attention: Yoram Firon 
Facsimile:+972-3-6080101
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

with copies to:

| | Bryan
Cave LLP 
1290 Avenue of the Americas 
New York, NY, USA 10019 
Attention: Kenneth Henderson, Esq. 
Facsimile: (212) 541-1357
| | -----------------------------------------------------------------------------------------------------------------------------------

or to such other address as hereafter
shall be furnished as provided in this Section 4.7 by any Party to any other Party. If
notice is to be given to another Shareholder, such notice shall be sent to the address on
the counterpart signature page pursuant to which such Shareholder became party to this
Agreement. Any demand, notice or other communication given by personal delivery shall be
conclusively deemed to have been given on the day of actual delivery thereof and, if given
by facsimile, on the day of transmittal thereof if given during the normal business hours
of the recipient, and on the business day during which such normal business hours next
occur if not given during such hours on any day.

5.8    Counterparts. This
Agreement and may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute a single instrument.

5.9    Entire Agreement. This
Agreement sets forth the entire understanding and agreement between the Parties as to the
matters covered herein and therein and supersede and replace any prior understanding,
agreement or statement of intent, in each case, written or oral, of any and every nature
with respect thereto.

5.10    No Third Party Rights;
Assignment. Notwithstanding anything to the contrary contained herein, this Agreement
is intended to be solely for the benefit of the Parties and is not intended to confer any
benefits upon, or create any rights in favor, of any person other than the Parties and
shall not be assignable without the prior written consent of the other Party.

5.11    Waivers and Amendments.
No modification of or amendment to this Agreement shall be valid unless in a writing
signed by the Parties referring specifically to this Agreement and stating the
Parties intention to modify or amend the same. Any waiver of any term or condition
of this Agreement must be in a writing signed by the Party sought to be charged with such
waiver referring specifically to the term or condition to be waived, and no such waiver
shall be deemed to constitute the waiver of any other breach of the same or of any other
term or condition of this Agreement.

[SIGNATURES ARE ON THE
FOLLOWING PAGE]

9

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IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement of Certain
Shareholders as of the date first above written.

| |  | MERHAV AMPAL ENERGY LIMITEDBy: /s/ Jack Bigio       /s/ Irit Eluz
Name: Jack Bigio, Irit EluzTitle:  CEO,             CFO
| |  | ---------------------------------------------------------------------------------------------------------------------------------------

| |  | MERHAV (M.N.F)  LIMITEDBy: /s/ Yosef A. Maiman 
Name: Yosef A. MaimanTitle: Director
| |  | --------------------------------------------------------------------------------------------------

[SIGNATURE PAGE TO
AGREEMENT OF CERTAIN SHAREHOLDERS]



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