REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2004 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 30th , 2004 by and between ELBIT VISION SYSTEMS, LTD., a company organized and existing in accordance with the laws of Israel, with its principal office located at Bldg 7 New Industrial Park Yokneam, Israel (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • October 28th, 2004 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”) is entered into and made effective as of August 26, 2004, by and between ELBIT VISION SYSTEMS, LTD. , an entity organized under the laws of the State of Israel (the “Company”), and the BUYER as defined in the Securities Purchase Agreement of even date hereof (the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • October 28th, 2004 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”) is entered into and made effective as of August 26, 2004, by and between EVS US, INC. , a Delaware corporation (the “Company”), and the BUYER as defined in the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
AGREEMENT AND PLAN OF MERGER By and among USTER TECHNOLOGIES AG, BELINOR LTD. and ELBIT VISION SYSTEMS LTD. Dated as of February 11, 2018Agreement and Plan of Merger • February 12th, 2018 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 11, 2018 by and among Uster Technologies AG, a Swiss company (“Parent”), Belinor Ltd., a company organized under the laws of the State of Israel and a wholly‑owned subsidiary of Parent (“Merger Sub”), and Elbit Vision Systems Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
LOAN UNDERTAKINGUndertaking • December 23rd, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
The undersigned hereby agrees to lend Elbit Visions Systems Ltd. (the "Company") an aggregate amount of One Hundred Thousand United States Dollars (US$ 100,000) (the "Loan Amount"), as follows, and all in accordance with the terms of agreements between the Company and Bank Hapoalim BM and Bank Leumi Le'Israel BM (the "Banks") attached hereto as Exhibits 1 and 2 respectively (the "Bank Agreements"):
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 23rd, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
This Share Purchase Agreement (this “Agreement”) is entered into as of May 31, 2010, by and among Elbit Vision Systems Ltd., a company organized under the laws of the State of Israel with its offices at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel ("Seller"), ScanMaster Systems (IRT) Ltd., a company organized under the laws of the State of Israel with its offices at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, (the "Company"), and David Gal, ID number 054566823, and Ofer Sela 024907750 (each, jointly and severally, the "Purchaser") .
ASSET & LIABILITY RE-ALLOCATION AGREEMENTLiability Re-Allocation Agreement • December 23rd, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
This Asset & Liability Re-Allocation Agreement (this "Agreement") is entered into as of May 31, 2010, by and between Elbit Vision Systems Ltd., a company organized under the laws of the State of Israel with its offices at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030,, Israel ("EVS") and ScanMaster Systems (IRT) Ltd., a company organized under the laws of the State of Israel with its offices at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, ("ScanMaster") (EVS together with ScanMaster, the "Parties").
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 3rd, 2004 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control • Delaware
AGREEMENT dated as of the 30th day of March 2004 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and ELBIT VISION SYSTEMS LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 23rd, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
This Asset Purchase Agreement (this "Agreement") is made and entered into as of May 31, 2010, by and among: ScanMaster Systems (I.R.T.) ltd., an Israeli Company organized under the laws of Israel ("Purchaser"); and IRT ScanMaster Systems Inc., a company organized under the laws of the State of New Hampshire with its offices at 319, Garlington Road, Suite B4, Greenville, South Carolina, USA (the "Company") (Company together with Purchaser, the "Parties" and each a "Party"). Certain other capitalized terms used in this Agreement are defined in Asset and Liability Re-Allocation Agreement (as defined hereinafter), shall apply in their entirety to this Agreement, mutatis mutandis, unless such capitalized term is explicitly defined otherwise herein this Agreement.
ENGLISH SUMMARY OF THE DEBT RESTRUCTURE AGREEMENT (ORIGINAL LANGUAGE – HEBREW)Elbit Vision Systems LTD • December 23rd, 2010 • Industrial instruments for measurement, display, and control
Description: Letter Agreement pursuant to which Bank Hapoalim Ltd. (the "Bank"), within the framework of the sale of ScanMaster Ltd., agrees to waive up part of EVS' existing debt to the Bank and restructure the repayment of the remaining debt, pursuant to EVS fulfilling certain conditions. Debt Balance EVS confirms its Debt Balance to the Bank is NIS 44,673, $231,411 and €12,000. EVS will pay the Bank $112,000 towards the Debt Balance. Additionally, all funds in EVS' account with the Bank will be applied towards the Debt Balance. Loan A - Terms and Interest The Bank will loan $448,000 to EVS, the loan will be for 5 years, with principal repayable in equal consecutive monthly payments commencing January 31, 2011, and interest of LIBOR+4.47% repayable in consecutive monthly payments commencing July 31, 2010, for the outstanding principal, as it may be at every payment date. Loan B - Terms and Interest Additionally, the Bank will loan $105,000 to EVS, to be applied to any part of the Deb
ENGLISH SUMMARY OF THE FRAMEWORK LETTER (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN ELBIT VISION SYSTEMS LTD. ("EVS") SCANMASTER SYSTEMS (IRT) LTD. ("SCANMANSTER") (TOGETHER, THE "DEBTORS") AND BANK HAPOALIM LTD. (THE "BANK") Dated May 27, 2010 (the...Elbit Vision Systems LTD • December 23rd, 2010 • Industrial instruments for measurement, display, and control
Description: Letter pursuant to which Bank Hapoalim Ltd. (the "Bank"), within the framework of the sale of ScanMaster Ltd., consents to the sale of ScanMaster and EVS shares, sets the terms for the outstanding obligations of the Debtor's to the Bank and agrees to waive certain outstanding debts. Guarantees To guarantee the Debtors' debts to the Bank, both EVS and ScanMaster have created unlimited first ranking floating charges in favor of the Bank, on all of their assets and rights. The Bank's prior written consent is required for any change in control or in structure in EVS and/or ScanMaster. Bank Consent to Sale The Bank consents to:
ENGLISH SUMMARY OF THE DEBT RESTRUCTURE AGREEMENT (ORIGINAL LANGUAGE – HEBREW)Debt Restructure Agreement • December 23rd, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
Description: Letter Agreement pursuant to which Bank Leumi LeIsrael Ltd. (the "Bank"), within the framework of the sale of ScanMaster Ltd., agrees to waive up to $546,000 of existing debt to the Bank and restructure the repayment of the remaining debt, pursuant to the EVS fulfilling certain conditions. Debt Balance EVS confirms its Debt Balance to the Bank is NIS 653,110.40, $1,654,962.94, €105,142.46, $3,116.47, and 39,393 NIS. EVS will pay the Bank $88,000 towards the Debt Balance. Additionally, all funds in EVS' account with the Bank, plus the sums of (i) $490,000, and; (ii) €103,578 which will be withdrawn from ScanMaster Ltd's account with the Bank, will be applied towards the Debt Balance. First Loan - Terms and Interest The Bank will loan $353,000 to EVS, upon EVS's request, to be applied to any part of the Debt Balance, at the Bank's discretion. The loan will be for 5 years, with principal repayable in 17 consecutive quarterly payments commencing January 1, 2011, and interest o
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”), dated as of July 31, 2007, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “COMPANY”), and Shavit Capital Fund GP L.P. an exempted limited partnership established under the laws of the Cayman Islands of Jerusalem Technology Park, Building 98, P.O. Box 82 3rd Floor, Malcha, Jerusalem 96951, Israel (the “BUYER”).
CREDITOR AGREEMENTCreditor Agreement • December 23rd, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS CREDITOR AGREEMENT (this “Agreement”) made as of the ____ day of May__, 2010, is made by and among ScanMaster (IRT) Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the "Company") and Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the "Creditor").
LOAN AGREEMENTLoan Agreement • December 23rd, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS LOAN AGREEMENT (this “Agreement”) made as of the 27th day of May, 2010, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the "Company") and M.S.N.D. Real Estate Holdings Ltd., a company organized under the laws of the State of Israel, of 27 Habarzel Street, Atidim, Tel-Aviv, Israel (the "Lender").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 21, 2007, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “Company”) and M.S.N.D. Real Estate Holdings Ltd., a company organized under the laws of the State of Israel, of 27 Habarzel Street, Atidim, Tel-Aviv, Israel (“Mivtach”).
ELBIT VISION SYSTEMS, LTDElbit Vision Systems LTD • May 3rd, 2004 • Industrial instruments for measurement, display, and control • Delaware
The undersigned, Elbit Vision Systems, Ltd., a company registered under the laws of Israel (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Investor”), as follows:
Amendment No. 1 to Standby Equity Distribution Agreement between Elbit Vision Systems Ltd. (the “Company”), and Cornell Capital Partners L.P. (the “Investor”).Standby Equity Distribution Agreement • June 30th, 2004 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
Whereas the Company and the Investor entered into a certain Standby Equity Distribution Agreement. dated March 30, 2004 (the “Agreement”);
WARRANT AGREEMENTWarrant Agreement • June 9th, 2004 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
This Warrant Agreement, made and entered into this day of June, 2004, by and between Elbit Vision Systems Ltd., a company organized under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company, a New York corporation with offices at 59 Maiden Lane, New York, New York 10038 (“AST”).
AGREEMENTAgreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS AGREEMENT (the “Agreement”), dated as of June 21, 2007, is made by and between Elbit Vision Systems Ltd., (the “Company”), and M.S.N.D. Real Estate Holdings Ltd., (“Mivtach”), each company organized under the laws of Israel.
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 14th, 2005 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (the “Amendment”), is entered into and made effective as of September 1, 2004 by and between Elbit Vision Systems Ltd., an Israeli company (the “Parent”); M.S. Master Investments (2002) Ltd., S.R. Master Investments (2002) Ltd. and R.D. Master Investments (2002) Ltd. (each a “Seller” and together the “Sellers”); Menashe Shochat, Silviu Rabinovich and Robert Dalfen (each a “Founder” and together the “Founders”); ScanMaster Systems (IRT) Ltd., a company registered in the State of Israel (the “Israeli Target Company”), IRT ScanMaster Systems, Inc., a New Hampshire corporation (the “US Target Company”) (Israeli Target Company and US Target Company shall together be referred to herein as the “Target Companies”) and Avner Shacham (“Avner”).
AGREEMENTAgreement • July 14th, 2005 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control • New Jersey
THIS AGREEMENT (the “Agreement”) is made and entered into as of May __, 2005 (the “Effective Date”) by and between Cornell Capital Partners, LP (“Cornell”), Elbit Vision Systems, Ltd. (“EVS”) and David Gonzalez, Esq, as escrow agent (“Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 30th, 2015 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 9, 2014, is made between Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 7 Bareket Street, P.O.B. 3047, Industrial Park, Caesarea, Israel 38900, Israel (the "Company"), and SMD Advanced Technologies Ltd., a company incorporated under the laws of the State of Israel, company number 51-107614-3 of P.O. Box 13303 Tel-Aviv 611320, Israel (the "Buyer").
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • October 28th, 2004 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of August 26, 2004 (the “Effective Date”) by and between Cornell Capital Partners, LP (the “Pledgee”), Elbit Vision Systems, Ltd. (the “Borrower”) and Butler Gonzalez llp, as escrow agent (“Escrow Agent”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Documents (as defined herein).
STOCK AND LOAN PURCHASE AGREEMENTStock and Loan Purchase Agreement • July 16th, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
This Stock and Loan Purchase Agreement (“Agreement”) is made and entered into on this 1st day of December, 2006 by and between UB Precision Co., Ltd., a Korean corporation (“Purchaser”), at 425 Jung-dong, Giheung-gu, Yongin-si, Gyeongggi-do, Korea and Elbit Vision Systems Ltd., an Israeli corporation (“Seller”), at New Industrial Park Bldg 7, P.O. Box 140, Yokneam, Israel.
SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT is made and entered into as of August 6, 2004 by and among: Elbit Vision Systems Ltd., an Israeli company (the “Parent”); M.S. Master Investments (2002) Ltd., S.R. Master Investments (2002) Ltd....Share Purchase Agreement • July 14th, 2005 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS SECURITIES PURCHASE AGREEMENT (the “AGREEMENT”), dated as of April 30, 2007, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “COMPANY”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “BUYER” and collectively, the “BUYERS”).
Amendment to Registration Rights Agreement of January 1, 2007 between Elbit Vision Systems Ltd. ("EVS") and Elbit Ltd. ("Elbit") (collectively the "Parties")Registration Rights Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
Whereas the parties mutually wish to amend the terms of the Agreement upon the terms more particularly set forth in this document (“Amendment”);
AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • July 14th, 2005 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS AMENDMENT TO THE SHAREHOLDERS AGREEMENT (this “Amendment Agreement”) is entered into as of the 8th day of September, 2004, by and between NIR ALON HOLDING GMBH (the “Investors”), ALTRO WARENHANDELS GMBH, NIR ALON, ELBIT LTD. (“Elbit”), M.S. Master Investments (2002) Ltd. (“MS”), S.R. Master Investments (2002) Ltd. (“SR”), R.D. Master Investments (2002) Ltd. (“RD”) and Avner Shacham (“Shacham”)(MS, SR, RD and Shacham, shall together be referred to herein as the “New Shareholders”).
AMENDMENT TO CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • December 4th, 2013 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS AMENDMENT (this “Amendment”) to the Loan Agreement (defined below) is entered into as of the 10th day of June, 2013 (the “Effective Date”), between Elbit Vision Systems Ltd., a company organized and existing under the laws of the State of Israel (the “Company”), and Mr. Avi Gross, ID number 056398464 (the “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2013 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 11, 2012, is made between Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 7 Bareket Street, P.O.B. 3047, Industrial Park, Caesarea, Israel 38900, Israel (the "Company"), and Avi Gross, Israeli ID number 056398464 of 13 Hamaphteach Rd, Michmoret 40297, Israel (the "Investor").
AMENDMENT TO WARRANTElbit Vision Systems LTD • December 4th, 2013 • Industrial instruments for measurement, display, and control
THIS AMENDMENT (this “Amendment”) to the Warrant (as defined below) is entered into as of this 10th day of June, 2013, between Elbit Vision Systems Ltd., a company organized and existing under the laws of the State of Israel (the “Company”), and Mr. Avi Gross, ID number 056398464 (the “Lender”).
AMENDMENT TO ASSET AND SHARE PURCHASE AGREEMENTAsset and Share Purchase Agreement • May 31st, 2006 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS AMENDMENT TO THE ASSET AND SHARE PURCHASE AGREEMENT (the “Amendment”), is entered into and made effective as of February 21, 2006 by and between Elbit Vision Systems Ltd., an Israeli company (the “EVS”), Scanmaster Systems (IRT) Ltd. (“Scan”), Panoptes Ltd. (the “Company”) and Ma’aragim Enterprises Ltd. (“Ma’aragim”).
APPENDIX TO AGREEMENTAppendix to Agreement • May 31st, 2006 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
WHEREAS, under a certain Agreement (the “Agreement”) between Elbit Vision Systems Ltd. (the “Company”) and Mivtach-Shamir Holdings Ltd. (“Mivtach”) dated January 2, 2006, the Company is to receive a loan from Mivtach and the Company is to issue to Mivtach a Convertible Note and a Warrant;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS SECURITIES PURCHASE AGREEMENT (the “AGREEMENT”), dated as of July 31, 2007, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “COMPANY”), and Shavit Capital Fund GP, L.P, an exempted limited partnership established under the laws of the Cayman Islands of Jerusalem Technology Park, Building 98, P.O. Box 82 3rd Floor, Malcha, Jerusalem 96951, Israel (the “BUYER”).
