Listed Shares. Means shares that were issued by OmniQ pursuant a ‘securities purchase agreement', such that the issued shares shall be governed by the United States Securities and Exchange Commission ("Commission") pursuant to the Securities Act of 1933 (as amended), and as the relevant rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule. Such shares shall be restricted from trade in the stock exchange... for a period of 12 calendar months as of Closing Date and shall be released after such restriction period in a monthly amount equal to the higher of: (a) 10% of the amount of the Listed Shares issued to the Sellers in the Closing; or (b) 10% of the trading volume in the shares in the preceding month. As long that the Listed Shares have not been sold through the stock exchange, such shares shall be subject to an irrevocable proxy appointing Shai Lustgarten or anyone appointed by him on his behalf with full power of substitution, to vote, in his sole discretion, all of the Listed Shares, at all meetings, annual or special, of OmniQ's shareholders, or any adjournment or adjournments of the same, and in all unanimous or non-unanimous written consents of shareholders, with respect to all matters submitted to the shareholders of OmniQ for approval. Save for selling the listed shares through the stock exchange, The Sellers may sell the Listed Shares to a third party that will take upon himself the abovementioned limitations, and in case such third party requests a discount on the Listed Share price due to the said proxy right, the Sellers shall notify the Purchaser and will grant the Purchaser 7 Business Days to negotiate such matter with the third party. If such negotiations are unsuccessful in respect of removing such third party's discount request, then the said proxy shall be revoked.View More
