Blue Square Israel Ltd /Adr/ Sample Contracts

Blue Square Israel Ltd /Adr/ – [Unofficial Translation] DOCUMENT OF PRINCIPLES DATED APRIL 15, 2010 (June 24th, 2010)
Blue Square Israel Ltd /Adr/ – [Unofficial Translation] PROTOCOL Made and entered into at Tel Aviv on the 11th day of April 2010 (June 24th, 2010)

The parties have reached an agreed wording of the Sale Agreements (including the appendices thereto) between each of the individual parties who make up the Sellers and the Purchaser in connection with the purchase of rights of leasehold in portion of the land known as Parcel 92, 93, 95, 114 and 242 Block 7104 (hereinafter collectively: “the Agreements”). The final texts of the Agreements are attached to this Protocol, marked with the letter “A”, and constitute an integral part hereof.

Blue Square Israel Ltd /Adr/ – [Unofficial Translation] AGREEMENT made and entered into between the parties at Tel Aviv on the 3rd day of June 2010 (June 24th, 2010)

Blue Square Real Estate Ltd., Dirot Yukra Ltd. and Gindi Investments 1 Ltd. will henceforth be referred to collectively as – “the Interested Parties”; and

Blue Square Israel Ltd /Adr/ – [Unofficial Translation] AGREEMENT made and entered into between the parties at Tel Aviv on the 3rd day of June 2010 (June 24th, 2010)

Blue Square Real Estate Ltd., Dirot Yukra Ltd. and Gindi Investments 1 Ltd. will henceforth be referred to collectively as – “the Interested Parties”; and

Blue Square Israel Ltd /Adr/ – [Unofficial Translation] DEED OF TRUST made and entered into at Tel Aviv on the 19th day of May 2009 (June 24th, 2010)
Blue Square Israel Ltd /Adr/ – [Unofficial Translation] DEED OF TRUST signed on February 18, 2010 Between: (June 24th, 2010)
Blue Square Israel Ltd /Adr/ – [Unofficial Translation] AGREEMENT Made and entered into on the 31st day of March 2009 Between (June 24th, 2010)

Notwithstanding the foregoing, it is agreed that on the date of closing the parties will do an accounting in relation to the financial costs in respect of the financial liabilities for the period between the effective date and the date of closing (hereinafter: “the Interim Period”), in a way that the Seller will bear the financial costs vis-à-vis the Bank/the financial entity providing the finance, which apply on the total financial liabilities in respect of the Interim Period, while the Buyer will pay the Seller in respect of the total financial liabilities interest at a rate equivalent to on-call interest (as defined below), for the period commencing from the effective date and up to the date of closing, with it in any event being agreed that the Buyer will not bear the financial costs which exceed the financial costs that would have applied to it in respect of the Interim Period had the transaction been executed on the effective date (where for these purposes the calculation shall b

Blue Square Israel Ltd /Adr/ – Special Collective Agreement Signed on the 5th day of April 2009 (June 29th, 2009)
Blue Square Israel Ltd /Adr/ – [Unofficial English translation] SALE OF SHARES AGREEMENT Made and entered into at Tel Aviv on the 3rd day of August 2008 (June 29th, 2009)

Between TOYCORE LTD., Pvte. Co. 511413916 MR. AVNER KATZ, I.D. 057807315 MR. DORON YANAI, I.D. 022206262 MR. RONEN LEVY, I.D. 059739573 AVI KATZ MARKETING LTD., Pvte. Co. 511675662 (hereinafter: “Katz Marketing”) LEVY R.S. MANAGEMENT AND INVESTMENT LTD., Pvte. Co. 514032291 (hereinafter: “Levy Management”) (hereinafter jointly and severally and with joint guarantee: “Katz” or “the Sellers”)

Blue Square Israel Ltd /Adr/ – [Unofficial English translation] FORM OF LETTER OF INDEMNITY Adopted June 12, 2008 (June 29th, 2009)

WHEREAS on April 10, 2008 the Company’s audit committee decided to approve the Company’s undertaking to give an advance undertaking for indemnification of the directors and the other officers in the Company (hereinafter jointly – “Officers”), in accordance with the conditions of indemnity set forth in this deed of indemnity (hereinafter - “the Deed of Indemnity”); and

Blue Square Israel Ltd /Adr/ – FORM OF LETTER OF INDEMNITY Adopted June 12, 2008 (June 26th, 2008)

WHEREAS on April 10, 2008 the Company’s audit committee decided to approve the Company’s undertaking to give an advance undertaking for indemnification of the directors and the other officers in the Company (hereinafter jointly – “Officers”), in accordance with the conditions of indemnity set forth in this deed of indemnity (hereinafter - “the Deed of Indemnity”); and

Blue Square Israel Ltd /Adr/ – DOCUMENT OF PRINCIPLES OF THE TRANSACTION SIGNED ON JULY 26, 2007 (June 26th, 2008)

If the conditions for the giving of a bonus to the CEO in an amount of $5,000,000 as stated in Clause 4 below are fulfilled, one-half of the shareholder’s loan which the Purchaser has provided as stated in sub-clause (b) will be deemed to be a shareholder’s loan to which all the conditions mentioned in connection with the shareholder’s loan as referred to in sub-clause (a) will apply, including with regard to calculations of the interest and repayments to the Purchaser simultaneous with payment of dividends in identical amounts to the Sellers.

Blue Square Israel Ltd /Adr/ – SALE AGREEMENT Made and entered into at Tel Aviv on the 2nd day of August 2007 Between: (June 26th, 2008)

In this Agreement each of the terms mentioned below will have the meaning set opposite it, unless the context necessitates a different meaning:

Blue Square Israel Ltd /Adr/ – Special Collective Agreement Signed on July 16, 2007 (June 26th, 2008)
Blue Square Israel Ltd /Adr/ – Unofficial Translation of Blue Square's 2008 Share Option Plan Blue Square - (Israel) Ltd. (the "Company”) 2008 Share Option Plan (February 12th, 2008)
Blue Square Israel Ltd /Adr/ – AGREEMENT (June 28th, 2007)

WHEREAS: The Seller engages in the operating of a chain of retail stores and is also the owner of activities in the field of letting, management, development and improvement of real estate properties owned by it; and

Blue Square Israel Ltd /Adr/ – AGREEMENT Made and entered at Tel Aviv on the 23rd day of June 2006 (June 28th, 2007)

WHEREAS: On October 11, 2005 a framework agreement was signed between the parties (hereinafter: “the Framework Agreement”) in the scope of which it was agreed that the Lessor would let real estate properties owned by the Lessor to the Lessee and the Lessee would hire such real estate properties from the Lessor; and

Blue Square Israel Ltd /Adr/ – BLUE SQUARE REAL ESTATE LTD. First Schedule Debentures (Series B) (June 28th, 2007)

The Company will issue a series of up to NIS 650,000,000 par value registered Debentures (Series B) (hereinafter: “Debentures (Series B)”), repayable in 4 equal annual payments on August 31 of each of the years 2013 – 2016 (inclusive), which are offered to the public at a price of 92.5% of their par value. The Debentures (Series B) bear annual interest, which will be paid every six months, on February 28 and on August 31 of each the years 2007 and 2016 (inclusive), until the final redemption of the Debentures. The rate of interest on the Debentures (Series B) will be fixed in a tender and shall not exceed 5% (hereinafter: “the Maximum Rate of Interest”) and shall not be less than 4.25% (hereinafter: “the Minimum Rate of Interest”). The Debentures (Series B) are linked (as to principal and interest) to the Consumer Price Index for the month of July 2006.

Blue Square Israel Ltd /Adr/ – UNDERWRITING AGREEMENT Made and entered into at Tel Aviv on the 15th day of August, 2006 Between (June 28th, 2007)

WHEREAS: The Company is due to publish a prospectus pursuant to which it will offer the public 2,500,000 ordinary shares, NIS 100,000,000 par value Debentures (Series A) linked to the index and convertible into ordinary shares of the Company, and NIS 650,000,000 par value Debentures (Series B) linked to the index (hereinafter: “the Securities”); and

Blue Square Israel Ltd /Adr/ – LEASE AGREEMENT Made and entered into at Rosh Ha’ayin on August 13, 2006 (June 28th, 2007)

WHEREAS In the scope of a reorganization the Lessee transferred to the Lessor its rights in real estate properties which were owned by it, including the properties mentioned in the schedule attached to this Agreement as Appendix A, pursuant to a split agreement dated April 2, 2006 and a transfer agreement dated June 21, 2006 (hereinafter respectively: “the Properties”; “the Spin-off Agreement”; “the Transfer Agreement”); and

Blue Square Israel Ltd /Adr/ – DEED OF TRUST Made and entered at Tel Aviv on the 14th day of August 2006 (June 28th, 2007)

WHEREAS: The board of directors of the Company decided on August 13, 2006 to approve an issue of Debentures (Series A), in accordance with the terms and conditions of the Prospectus; and

Blue Square Israel Ltd /Adr/ – Special Collective Agreement Made and entered into on May 29, 2006 (June 28th, 2007)

WHEREAS the parties desire to mutually increase the provisions transferred by the employee and the Company to a savings fund;

Blue Square Israel Ltd /Adr/ – AGREEMENT Made and entered on the 21st day of June 2006 (June 28th, 2007)

WHEREAS The Seller carries on business in operating a chain of retail stores and is the owner of activities in the field of letting, management, development and improvement of real estate properties owned by it; and

Blue Square Israel Ltd /Adr/ – AGREEMENT FOR PROVIDING OF SERVICES Made and entered at Rosh Ha’ayin on the 13th day of August, 2006 (June 28th, 2007)

WHEREAS: The parties are desirous that Blue Square provide the Company with services in connection with the Company's activities, as described in this Agreement; and

Blue Square Israel Ltd /Adr/ – Special Collective Agreement Made and entered into on April 26, 2006 Collective Agreements Law, 5717-1957 This collective agreement was duly registered on July 15, 2006 Its no. being : 153/2006 Shlomo Yitzhak, Adv. The Chief Labor Relations Officer (June 28th, 2007)

THEREFORE the parties wish to make a change in Clause 4 of Section Twelve of the General Collective Agreement signed on February 15, 1982 between the management of the Consumers Cooperation Alliance – Central Cooperative Society Ltd. and the Central Committee of the Union of the Clerical, Administrative and Public Services Employees of the Consumers Cooperation Workers Organization (hereinafter – the “General Collective Agreement”), as adopted on May 28, 1996 by the company, as set forth below:

Blue Square Israel Ltd /Adr/ – BLUE SQUARE REAL ESTATE LTD. First Schedule Debentures (Series A) (June 28th, 2007)

The Company will issue a series of up to NIS 100,000,000 par value registered Debentures (Series A), repayable in 4 equal annual payments on the 31st day of August of each of the years 2013 – 2016 (inclusive), which are offered to the public at a price equal to their par value. The Debentures (Series A) bear interest at a rate of 6.25% per annum, which will be paid twice per year, on February 28 and on August 31 of each the years 2007 and 2016 (inclusive), until the final redemption of the Debentures. The Debentures (Series A) are linked (as to principal and interest) to the Consumer Price Index for the month of July 2006. The Debentures (Series A) are convertible on any trading day, commencing from the date of their listing for trading on the Stock Exchange and until August 16, 2016 (inclusive), except during the periods from August 17 until August 31 of each of the years 2013 until 2015 (inclusive), into registered ordinary shares of NIS 1 par value each of the Company, at a conversi

Blue Square Israel Ltd /Adr/ – DEED OF TRUST Made and entered at Tel Aviv on the 14th day of August 2006 (June 28th, 2007)

WHEREAS: The board of directors of the Company decided on August 13, 2006 to approve an issue of Debentures (Series B), in accordance with the terms and conditions of the Prospectus; and

Blue Square Israel Ltd /Adr/ – AGREEMENT Between (June 29th, 2006)

BLUE SQUARE CHAIN INVESTMENTS & PROPERTIES LTD. Publ. Co. 52-003618-7 (hereinafter: "Properties & Investments") And BLUE SQUARE CHAIN (HYPER HYPER) LTD. Pvte. Co. [sic] 52-003667-4 (hereinafter: "Hyper Hyper") whose address is 2 Amal Street, Afek Park, Rosh Ha'ayin

Blue Square Israel Ltd /Adr/ – [unofficial translation from Hebrew original] SPECIAL COLLECTIVE AGREEMENT (June 30th, 2005)

Between: And: BLUE SQUARE - ISRAEL LTD. (hereinafter - “the Company”) THE MAOF HISTADRUT Workers Committee (hereinafter - “the Workers' Representation”) of the one part of the other part