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CUSIP No. M 20598 104 |
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13D |
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Page 7 of 12 Pages |
In addition, at the end of the term of the Shareholders Agreement, the director nominated by
Tene shall be replaced by an Alternate Director nominated by Mifalei Sdot-Yam from the List for a period ending on the earlier of (i) 60 days (after which time the director may resign) and (ii) the date of a general meeting for the election of
directors.
Chairperson of the Board. The Parties agree that Dr. Ariel Halperin shall continue to serve as the
Chairperson of the Board until June 30, 2024, at which time the parties shall, in their capacity as shareholders, act to appoint Mr. David Reis (who is nominated by the Boards Nominating Committee to be elected at the upcoming First
General Meeting as an independent director), as the new Chairperson. Tene agrees to support Mr. Reiss continued role as Chairperson so long as Mifalei Sdot-Yam is in favor of such appointment, and to support Mifalei Sdot-Yam in replacing
Mr. Reis if so determined by Mifalei Sdot-Yam.
In the event Mr. Reiss appointment does not become effective, or Mifalei
Sdot-Yam is interested in replacing Mr. Reis, or Mr. Reis does not continue as Chairperson throughout the term for any reason, the Parties shall, in their capacity as shareholders, act to appoint as a chairperson, a nominee suggested by
Mifalei Sdot-Yam and agreed by the Parties , and in the event the Parties are unable to agree, a nominee suggested by Mifalei Sdot-Yam from the List.
External Directors/Independent Directors. In the event that Mifalei Sdot-Yam elects to replace one of the independent
directors and/or the term of office of one of the independent directors or external director ends, the Parties shall, in their capacity as shareholders, act to appoint as an external director and/or independent director, a nominee suggested by
Mifalei Sdot-Yam and agreed by the Parties, and in the event the Parties are unable to agree, a nominee suggested by Mifalei Sdot-Yam from the List.
Board Committees. Subject to applicable law requirements the Parties shall use their best efforts to enable that, one
director nominated by Mifalei Sdot-Yam shall serve on each Board committee, and, to the extent possible, also one director nominated by Tene.
Sale of Shares by the Parties. Tene shall notify Mifalei Sdot-Yam at least three months prior to any transfer or sale by
Tene of shares of the Issuer, including the number of shares it proposes to transfer or sell.
Any transfer or sale of shares of the
Issuer by Tene shall be subject to a right of first offer in favor of Mifalei Sdot-Yam, subject to the terms of the Shareholders Agreement. In addition, in the event Tene acts to sell the shares of the Issuer by distribution on a stock exchange,
then Tene shall use its best efforts to enable Mifalei Sdot-Yam to participate as a purchaser in such distribution, and to purchase such amount as elected by Mifalei Sdot-Yam.
Any transfer or sale of shares of the Issuer by Mifalei Sdot-Yam shall be subject to Tenes
tag-along right based on the Parties pro-rata holdings (except if the sale would result in the Parties holding less than 25% of the issued and outstanding share
capital of the Issuer, in which case Tene may sell the lesser of (i) all its shares and (ii) such amount of shares included in the sale), all subject to the terms of the Shareholders Agreement.
Notwithstanding anything to the contrary above, each Party shall be entitled to sell on Nasdaq pursuant to Rule 144 or otherwise up to
1,000,000 Ordinary Shares during the term of the Shareholders Agreement without being subject to Mifalei Sdot-Yams right of first offer or Tenes tag-along right, as applicable.