Exhibit
10.14
Addendum to An Investment Agreement Dated 13.11.2005
Signed in ______, on the ___, of
November, 2006
Between
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Pimi Marion
Holdings Ltd ("The Company")
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Omdan
Consulting and Instructing Ltd
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(Jointly and
severally: "The Shareholders")
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On the first Party
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And Between
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Alon Carmel
("Alon")
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And Between
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On the second Party
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JNS Capital LLC
("JNS")
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On the
third Party
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On the
13 th
of November 2005, the parties have
signed an Investment Agreement (hereinafter: " The Agreement
"), under which Alon and JNS undertook to invest the sum of US$
900,002, against the issuance of 2 Management Shares and 120,000
Ordinary Shares (hereinafter: " The Investment ");
and
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Until the
execution of this Addendum, Alon invested US$ 485,000
and JNS invested US$ 300,000 in the Company and the Company has
issued 24,000 Ordinary Shares to Alon and 24,000 Ordinary Shares to
JNS on account of the shares that they are entitled to pursuant to
The Agreement and their respective investments; and
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The Company is
in need for further investment in order to finance its activities;
and
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Alon has agreed
to invest an additional sum in the Company above the Investment on
certain conditions (hereinafter: " The Additional Investment
"); and
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In order to
induce Alon to further invest in The Company, the parties have
agreed to improve the conditions of The Investment and to modify
The Agreement, in accordance with the terms of this
Addendum;
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Now
therefore the Parties have agreed as follows:
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The Preamble to
this Addendum is one and integral part of it.
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JNS shall be
released from any further obligation to invest in The Company. Upon
signing of this Addendum, The Company shall issue to JNS, pursuant
to the below said, an additional amount of shares reflecting its
investment of US$ 300,000 (i.e. 40,000 shares) in The Company as
well as 1 management share.
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Alon and JNS
shall be entitled, subject to the completion of The Investment by
Alon as set forth in The Agreement, to receive 120,000 Preferred
Shares of 0.01 NIS each, of the Company instead of 120,000 Ordinary
Shares of 0.01 NIS each. The shares already issued shall be
converted. The shares will be issued to Alon and JNS respectively
to their investment in The Company. The " Preferred Shares
"- shall have all rights attached to the Ordinary Shares and in
addition will entitle their holders to priority in the distribution
of the company assets and/or dividends in case of
liquidation of the Company or termination of its business, over any
other shareholder of the Company in a way that until the holder of
a Preferred Share will receive the full amount of his Investment in
The Company as dividends or as proceeds of the sale of the
Company's assets no other shareholder will receive any dividend in
liquidation.
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3. The Company shall issue to, Adv.
Amos Hacmun, 1 Decisive Share of 0.01 NIS. The "Decisive
Share" - will entitle its holder to participate in The
Company`s Shareholders assemblies and/or The Board of Directors
meetings upon the request of any Director or Shareholder as the
case may be, and in a case of a dead-lock situation only, the
Decisive Share holder`s vote shall be the overbalancing vote. In
case of a board decision only, the Decisive Share holder shall use
its discretion and vote as what he considers as the benefit of The
Company.
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The parties
hereby acknowledge and agree that Adv. Amos Hacmun does not act as
any kind of trustee, and that he as well as Heskia-Hacmun Law Firm
provided and/or may provide in the future legal services and
represent Alon and/or JNS and/or eNitiatives – New Business
Architects Ltd. and that they may continue to represent them and/or
have any other business relations with same without any limitation
or duty to disclose same to any party to this Addendum, including
the representation of Alon and/or JNS in case of a future dispute
between any of the parties to this Addendum. The parties further
confirm that they have been notified that Adv. Amos Hacmun and/or a
related company have a shareholding interest in eNitiatives –
New Business Architects Ltd.
The parties
further and irrevocably agree that such relations shall not be
considered in any event as neither relations of a trustee with The
Company and The Shareholders nor as a conflict of interest and they
explicitly and irrevocably waive any argument and claim against
Adv. Hacmun and/or Heskia-Hacmun Law Firm and/or Alon and/or JNS
and/or Enitiatives – New Business Architects Ltd. and/or whom
on their behalf in this matter or any matter resulting
thereof.
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The
Shareholders undertake to convene a special assembly for the
purpose of amending the Company's Article Of Association in
accordance with the above Paragraphs 2 and 3, and to convert the
48,000 Ordinary Shares that were issued to Alon and JNS, to 48,000
Preferred Shares. The assembly resolution shall be made pursuant to
the requirements of part 6 of chapter 5 of The Companies Law
[5759-1999].
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Alon undertakes
to transfer to the Company US$ 215,000, from which US$ 115,000 is
the balance of&n
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