CAMTEK LTD.
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(Name of Issuer)
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Ordinary Shares, NIS 0.01 per share
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(Title of Class of Securities)
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M207 91105
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(CUSIP Number)
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Lior Aviram, Adv.
Shibolet & Co.
Museum Tower
4 Berkowitz St.
64238 Tel Aviv, Israel
Tel: 972-3-777-8333
Fax: 972-3-777-8444
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Richard H. Gilden, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Tel: 212-715-9486
Fax: 212-715-8085
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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February 13, 2019
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. M207 91105
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Priortech Ltd. (formerly “PCB Ltd.”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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15,277,695 Ordinary Shares, NIS 0.01 par value per share
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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15,277,695 Ordinary Shares, NIS 0.01 par value per share
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,277,695 Ordinary Shares, NIS 0.01 par value per share
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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41.92%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. M207 91105
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Rafi Amit
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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15,277,695 Ordinary Shares, NIS 0.01 par value per share
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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15,277,695 Ordinary Shares, NIS 0.01 par value per share
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,277,695 Ordinary Shares, NIS 0.01 par value per share
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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41.92%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. M207 91105
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Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Yotam Stern
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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104,445 Ordinary Shares, NIS 0.01 par value per share
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8
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SHARED VOTING POWER
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15, 277,695 Ordinary Shares, NIS 0.01 par value per share
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9
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SOLE DISPOSITIVE POWER
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104,445 Ordinary Shares, NIS 0.01 par value per share
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10
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SHARED DISPOSITIVE POWER
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15, 277,695 Ordinary Shares, NIS 0.01 par value per share
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,382,140 Ordinary Shares, NIS 0.01 par value per share
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.22%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. M207 91105
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Page 5 of 8 Pages
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CUSIP No. M207 91105
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Page 6 of Pages
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CUSIP No. M207 91105
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Page 7 of Pages
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CUSIP No. M207 91105
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Page 8 of 8 Pages
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Priortech Ltd.
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By:
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/s/ Dror Ozeri | |
Name: Dror Ozeri
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Title: Chief Executive Officer
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By:
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/s/ Rafi Amit
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Rafi Amit
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By:
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/s/ Dror Ozeri
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Dror Ozeri
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Privileged and Confidential
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Execution Version
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Privileged and Confidential
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Execution Version
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Privileged and Confidential
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Execution Version
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Privileged and Confidential
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Execution Version
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Privileged and Confidential
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Execution Version
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Privileged and Confidential
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Execution Version
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Privileged and Confidential
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Execution Version
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Privileged and Confidential
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Execution Version
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Privileged and Confidential
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Execution Version
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SELLER:
PRIORTECH LTD.
By:
Name:
Title:
Address: 10 Ha’Oman
St.
Migdal Ha’Emek
Israel
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PURCHASER:
CHROMA ATE INC.
By:
Name:
Title:
Address: 1F., No.66,
Huaya 1st Rd.
Guishan Dist.
Taoyuan City 333
Taiwan
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Whereas |
Priortech is a controlling shareholder of Camtek Ltd., a public company organized under the laws of the State of Israel (the “Company”), the shares of which are traded on the Tel-Aviv Stock Exchange and on NASDAQ;
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Whereas |
Priortech and Chroma have entered into a share transfer agreement of even date hereof (the “Share Transfer Agreement”), pursuant to which, subject to the terms and conditions set forth in the Share Transfer Agreement, at the Closing (as such term is defined in the Share Transfer
Agreement), Chroma shall purchase from Priortech 6,117,440 ordinary shares of the Company, nominal value NIS 0.01 each (“Ordinary Shares”);
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Whereas |
Camtek and Chroma have entered into a share purchase agreement of even date hereof (the “Share Purchase Agreement”), pursuant to which, subject to the terms and conditions set forth in the Share Purchase Agreement, at the Closing, the Company shall issue to Chroma 1,700,000 of
the Company’s Ordinary Shares;
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Whereas |
Camtek and Chroma have entered into a strategic cooperation agreement of even date hereof (the “Strategic Cooperation Agreement”) pursuant to which Camtek and Chroma shall cooperate on the development of certain products and the license of certain technologies;
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Whereas |
as of the Closing, Priortech and Chroma shall together hold approximetly 16,977,695 Ordinary shares, which assuming the issued and outstanding share capital
on the Effective Date together with the further issuance of the 1,700,000 Shares to be issued by Camtek at and subject to the closing of the Share Purchase Agreement would, constitute 44.52% of the Company’s issued and outstanding
share capital on an as-issued basis, and 42.67% of the Company’s issued and outstanding share capital on a fully-diluted basis and wish to set forth hereunder the general terms and conditions with respect to their relationship as
jointly being the controlling shareholders in the Company; and
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Whereas |
Priortech and Chroma agree that this Agreement shall become effective as of and subject to the Closing of the Share Transfer Agreement.
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1. |
Voting in Shareholders Meetings
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1.1. |
The Parties hereby agree that, as of the Closing, they shall vote their shares at shareholders’ meetings of the Company (“Shareholders Meeting(s)”) in accordance with the majority vote between them.
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1.2. |
Notwithstanding Section 1.1 above, the following material issues shall require the approval of both Parties (“Material Issue(s)”):
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1.2.1. |
Amendments to the Company’s Articles of Association;
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1.2.2. |
Appointment of the Company’s auditor;
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1.2.3. |
Liquidation of the Company; and
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1.2.4. |
An interested party transaction in which a shareholder of the Company, holding
at least 5% of the Company’s issued and outstanding share capital, has a “personal interest” as such term is defined under the Israeli Companies Law, 1999 (the “Companies Law”) (other than with respect to matters relating to compensation as set forth in Section 1.4
below).
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1.3. |
In the event that any Material Issues are on the agenda, the Parties shall mutually agree upon the manner in which they will vote at such Shareholders
Meeting. In the event of a disagreement between the Parties on a Material Issue, the Parties shall attempt to resolve such disagreement in good faith. Should the Parties fail to resolve their disagreement on such Material Issue within
the period beginning on the date the notice of the shareholders meeting is provided and ending on the date of the Shareholders meeting, the Parties agree to unanimously vote against such Material Issue.
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1.4. |
Notwithstanding anything to the contrary herein, with respect to any matter relating to the compensation of executives and directors of the Company, the
Parties hereby agree to vote on such matter in accordance with the approvals and/or recommendations provided by the Company’s independent compensation committee as required under Nasdaq listing rules.
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2. |
The Preliminary Meeting
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2.1. |
Prior to each Shareholders Meeting, a preliminary meeting will be held, either in-person or via teleconference (a “Preliminary Meeting”), in order to discuss the matters on the agenda of the Shareholders Meeting, with the intent of reaching a mutual agreement on the manner
in which the Parties shall vote at such Shareholders Meeting. Notwithstanding the aforesaid, it is hereby clarified that non-compliance with the provisions of this Section 2 shall not derogate from the Parties’ obligation to vote
their shares in accordance with Sections 1 and 3 of this Agreement.
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2.2. |
The Preliminary Meeting shall take place on the third Business Day prior to the date scheduled for the Shareholders Meeting, at 10:00 Israel standard time /
16:00 Taiwan standard time, unless one Party requests that the Preliminary Meeting be held on a different Business Day or hour (which is at least 48 hours prior to the Shareholders Meeting), and the other Party has agreed in writing
to such request. “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in Tel Aviv, Israel or
Taipei, Taiwan are authorized by law to be closed.
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2.3. |
If a quorum is not present at a Preliminary Meeting within thirty (30) minutes of the time set for such meeting, the Preliminary Meeting shall be adjourned
and an adjourned Preliminary Meeting shall, automatically and without the need for any further action, be held on the next Business Day following the date set for the initial Preliminary Meeting and at the same hour scheduled for such
initial Preliminary Meeting.
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2.4. |
The legal quorum for a Preliminary Meeting (including an adjourned Preliminary Meeting) shall be the presence and participation of representatives of both
Parties, either in-person or via a teleconference.
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2.5. |
A written resolution signed by the representatives of both Parties shall have the same effect, for any purpose, as if it had been received at a Preliminary
Meeting duly held according to the terms of this Agreement, provided that such resolution is signed prior to the date of the Shareholders Meeting. To the extent that for any reason no Preliminary Meeting was held, each Party may
provide a notice with respect to its voting position and the terms of Section 1 above shall apply accordingly.
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3. |
Designation of Board Members
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3.1. |
The Parties agree that, as of the Closing, they shall vote at Shareholders Meetings at which the agenda includes the composition of the Company’s Board of
Directors (the “Board”) in accordance with the terms of Section 1 above. Notwithstanding the above, the Parties agree to use their
voting and controlling power in order to have the members of the Board be designated in accordance with the terms of Sections 3.2 – 3.4 below;
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3.2. |
(a) as long as Priortech holds at least 20% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate
three (3) directors; (b) as long as Priortech holds less than 20% but at least 15% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate two (2) directors; (c) as long as
Priortech holds less than 15% but at least 10% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate one (1) director; and (d) in the event that Priortech holds less than 10% of
the Company’s issued and outstanding share capital on an as-issued basis, it shall not be entitled to designate any directors;
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3.3. |
(a) as long as Chroma holds more than 15% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate two
(2) directors; (b) as long as Chroma holds at least 10% but up to 15% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate one (1) director; and (c) in the event that Chroma
holds less than 10% of the Company’s issued and outstanding share capital on an as-issued basis, it shall not be entitled to designate any directors; and
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3.4. |
In addition to the above, the Board shall be comprised of at least two (2) external directors, which shall serve in accordance with the provisions of the
Companies Law, 1999.
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4. |
Holdings Threshold Undertakings
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5. |
Right of First Offer
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5.1. |
The Parties agree that, as of the Closing, the sale by either Party of its shares in the Company which constitute at such time 5% or more of the total
issued and outstanding shares of the Company on an as-issued basis (in one single transaction or in aggregate from a series of related transactions, occurring within a rolling six (6) month period) to any third party (a “Potential Buyer”), other than in the course of ordinary trade in the market, shall be subject to a right of first offer, as set forth
below (such sale, a “Qualified Sale”).
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5.2. |
A Party wishing to perform a Qualified Sale (the “Selling
Party”) shall provide the other Party (the “Non-Selling Party”) with a notice (the “Notice”) detailing the number of shares it wishes to offer (the “Selling Shares”) and the consideration.
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5.3. |
The Non-Selling Party shall have the first right and option, but not obligation, to present the Selling Party with an offer to purchase all of the Selling
Shares pursuant to the Notice (the “Offer”) within thirty (30) calendar days from the receipt of the Notice (the “Acceptance Period”).
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5.4. |
If the Non-Selling Party agrees to purchase all the Selling Shares under the terms set forth in the Offer, then subject to the execution of the payment to
the Selling Party pursuant to the payment terms and performance of other conditions as set out in the Offer, the Selling Party shall transfer to the Non-Selling Party the Selling Shares under the terms specified in the Offer, within
twenty one (21) calendar days from Non-Selling Party’ notice of agreement or at another time to be agreed between the Parties.
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5.5. |
If the Non-Selling Party does not purchase all the Selling Shares in accordance with the Offer, or does not respond to the Offer within the Acceptance
Period, then the Selling Party shall be entitled, within one hundred and fifty (150) calendar days (the “Third Party Offer Period”),
to enter into a binding agreement regarding the sale of the Selling Shares (all or part thereof) to any third party, provided that the sale of the Selling Shares shall be made under the terms of the Offer, or at a higher price.
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5.6. |
If the Acceptance Period has passed with respect to a third party and the Selling Party has not yet sold or transferred to any third party the Selling
Shares in the Third Party Offer Period in accordance with the conditions set out in Section 5.5 above, then the Selling Party will not be entitled to transfer or sell to third parties the Selling Shares, unless all the terms and
conditions set out in this Section 5 are re-applied.
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5.7. |
Notwithstanding the above, if the Potential Buyer is deemed a “Competitor” (as defined below), then the Selling Party shall be required to disclose the name
of such Potential Buyer and seek prior written consent from the Non-Selling Party to proceed with the Qualified Sale, even if the Non-Selling Party does not respond within the Acceptance Period or the Acceptance Period lapses.
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5.8. |
For the purpose of this Agreement, “Competitor” shall
mean either: (i) an entity which competes in a substantial manner with the Company’s core business or (ii) an entity which is in the industry of test & measurements, is headquartered in PRC (including Hong Kong and Macao) or
Taiwan and the majority of its business competes in a substantial manner with Chroma’s core business.
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6. |
Lock Up
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7. |
Liens
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8. |
Assignment
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8.1. |
A Party shall not sell its shares without assignment by seller, and acceptance by buyer, of the terms of this agreement with respect to the shares so sold,
all subject to the provisions of Sections 5 and 6. An assignment of rights and/or obligations by either Party to any third party shall only be allowed under the following scenarios: (i) an assignment to a wholly-owned subsidiary (a “Permitted Transferee”); (ii) a sale of shares and an assinmnent of rights by either party, without the prior written consent of the
other party, to a third party who is not a Competitor (as defined below); or (iii) a sale of shares to a third party with the prior written consent of the other Party; all in accordance with the terms of this Section 8 below. This
Section 8 shall not apply to a sale of shares by either Party in the course of ordinary trade in the market.
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8.2. |
A condition precedent to an assignment under this Section 8, or to by either party (other than in the course of ordinary trade in the market), as
applicable, shall be the signing by the assignee or purchaser, as applicable, prior to such assignment, of an undertaking pursuant to which it shall explicitly join this Agreement as a party hereof and assume all the rights and
obligations of the assigning Party under this Agreement in proportion to the shares held by the assignee following the assignment or sale, as applicable.
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8.3. |
In the event that a Permitted Transferee shall cease to qualify as a “Permitted Transferee”, then it shall, prior to the date in which it ceases to qualify
as a Permitted Transferee, return the shares it has received to the assigning Party.
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8.4. |
The assignee and assigning Party shall each be a Party to this Agreement and their holdings shall be summed together with the holdings of any other Party –
such that the Parties together shall continue to be the controlling group in the Company.
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8.5. |
Without derogating from any remedy under this Agreement or under any law, any transaction pursuant to which the Company’s securities are transferred not in
accordance with the provisions of this Section 8 shall be null and void.
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9. |
Distribution
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10. |
Termination
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11. |
Confidentiality and disclosure
of information
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11.1. |
The Parties undertake to keep any Confidential Information provided to them in strict confidence, and not to disclose, publish or transfer Confidential
Information to any third party, whether directly or indirectly, in exchange for or without consideration.
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11.2. |
In the event that any Party is required to disclose Confidential Information pursuant to any applicable laws, regulations or stock market rules, each Party
undertakes to reasonably provide the other Party with a prior written notice (to the extent permitted under law), in order to enable the other Party to act in order to prevent or to provide their reasonable comments to the disclosure
of Confidential Information. In any event, the Confidential Information shall not be disclosed except to the extent specifically required for this purpose, and if there is no specific requirement, then it shall be disclosed only after
consultation between both Parties (provided that such consultation is permitted under law). Each Party undertakes to use its best efforts to ensure that any Confidential Information disclosed pursuant to this Section 11.2 is handled
confidentially, subject to the provisions of any law. For the avoidance of doubt, it is hereby clarified that the provisions of this Section 11 shall not restrict either Party from disclosing information required, pursuant to the
Parties’ obligations as public companies / reporting corporations, or for the purpose of publishing prospectuses and public offerings.
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11.3. |
The Parties’ confidentiality undertaking in accordance with Section 11 above shall remain in force for a period of three (3) years following the termination
of this Agreement.
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12. |
Non-Competition
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13. |
Miscellaneous
|
13.10. |
Delays or Omissions; Waiver. No delay or omission to exercise any
right, power, or remedy accruing to either Party upon any breach or default by the other Party under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any
acquiescence therein or in any similar breach or default thereafter occurring.
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13.11. |
Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected, impaired or invalidated thereby.
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13.12. |
Governing Law; Jurisdiction. This Agreement and all disputes and
claims arising out of or in connection thereto shall be governed by and construed in accordance with the laws of Singapore (without regards to its conflict of law’s provisions). Any dispute arising out or in connection with this
Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC
Rules”) in force at the time of the request for arbitration, which rules are deemed to be incorporated by reference in this clause. The arbitration shall take place in Singapore at the SIAC. The seat of the arbitration shall
be Singapore. The arbitration proceeding shall be conducted in English. The arbitration award shall be final and binding on the Parties and shall not be subject to any appeal, and the Parties shall be bound thereby and shall act
accordingly. Judgment on the award of the arbitrators may be enforced by any court of competent jurisdiction. The losing Party, as determined by the arbitrators, shall pay all out-of-pocket expenses incurred by the prevailing Party
(including, without limitation, legal fees), as determined by the arbitrators in connection with any such dispute. Notwithstanding the foregoing, each Party shall retain the right to seek for provisional remedies, including
interlocutory and/or injunctive reliefs, in any jurisdiction in which there is a breach by the other Party of any undertakings under this Agreement.
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13.13. |
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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Chroma ATE Inc.
By: _______________________
Name: _______________________
Title: _______________________
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Priortech Ltd.
By: _______________________
Name: _______________________
Title: _______________________
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