WARRANT AGREEMENTWarrant Agreement • May 15th, 2008 • Negevtech Ltd. • Optical instruments & lenses • New York
Agreement made as of ___________, 2006 between Israel Growth Partners Acquisition Corp., a Delaware corporation, with offices at Yahalom Tower, 28th floor, 3a Zabotinski St., Ramat Gan 52520, Israel, (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
ContractNegevtech Ltd. • June 20th, 2008 • Optical instruments & lenses
THIS DEBENTURE is issued on ______ 2004, by Negevtech Ltd. (hereinafter called “the Borrower”), a company incorporated in and under the laws of Israel, whose address is __________________________ in favour of BANK LEUMI LE-ISRAEL B.M. (hereinafter called “the Bank”).
AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO US$ 7,000,000 Dated March 30, 2008 betweenAgreement • July 3rd, 2008 • Negevtech Ltd. • Optical instruments & lenses
Kreos Capital II Limited, a public company with limited liability incorporated in Jersey under registered number 87844 whose registered office is at 47 Esplanade, St Helier, Jersey (the “Lender”, which expression shall include its successors and assigns);
LOAN AGREEMENTFloating Charge Agreement • May 15th, 2008 • Negevtech Ltd. • Optical instruments & lenses
THIS LOAN AGREEMENT (this “Agreement”) is made as of the 11 day of October, 2005, by and among Negevtech Ltd., an Israeli company number 51-163426-3, of 12 Hamada Street, P.O. Box 2264, Rehovot 76122, Israel (the “Company”), Plenus II L.P., an Israeli limited partnership number 55021817-6 (“Plenus”) and Plenus II (D.C.M.), Limited Partnership, an Israeli limited partnership number 55-021825-9, both of 16 Abba Eben Avenues, Herzeliya Pituach 46726, Israel (each of Plenus and Plenus II (D.C.M.), Limited Partnership – a “Lender”, and collectively – the “Lenders”).
SERIES BB PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses
This Preferred Share Purchase Agreement (this “Agreement”) is entered into as of the 22nd day of March, 2006 by and between Negevtech Ltd. (hereinafter the “Company”) and a company formed under the laws of the State of Israel, the investors identified in Schedule A attached hereto (hereinafter each an “Investor” and collectively the “Investors”).
AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENTShareholders Rights Agreement • May 15th, 2008 • Negevtech Ltd. • Optical instruments & lenses
THIS AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT (the “Agreement”) is made as of July 20, 2007 by and among NEGEVTECH LTD., an Israeli corporation (the “Company”), and the individuals and entities identified in Schedule A annexed hereto, each hereinafter referred to individually as an “Investor” and, collectively, as the “Investors”.
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • March 28th, 2008 • Negevtech Ltd.
This Convertible Loan Agreement (this “Agreement”) is made and entered into as of October 29, 2007 by and between Negevtech Ltd., a company incorporated under the laws of the State of Israel (the “Company”) and the lenders listed in Annex A hereto (each a “Lender” and collectively, the “Lenders”).
THE COMPANIES LAW A COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF NEGEVTECH LTD. PRELIMINARYNegevtech Ltd. • March 28th, 2008
April 21, 2008 PERSONAL AND CONFIDENTIAL Negevtech Ltd. 12 HaMada Street Rehovot 76703 Israel Dear Sirs:Negevtech Ltd. • June 20th, 2008 • Optical instruments & lenses
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • May 15th, 2008 • Negevtech Ltd. • Optical instruments & lenses
This Convertible Loan Agreement (this “Agreement”) is made and entered into as of October 29, 2007 by and between Negevtech Ltd., a company incorporated under the laws of the State of Israel (the “Company”) and the lenders listed in Annex A hereto (each a “Lender” and collectively, the “Lenders”).
AMENDED AND RESTATED CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses
THIS AMENDED AND RESTATED CONVERTIBLE LOAN AGREEMENT (the “Agreement”), amending and restating that certain Convertible Loan Agreement dated October 29, 2007, (the “Prior Loan Agreement”) by and among Negevtech Ltd., a company incorporated under the laws of the State of Israel (the “Company”) and the lenders listed hereunder (the “Lenders”), IS MADE by and among the Company and the Lenders as of this 5th day of June, 2008.
SERIES BB PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • July 3rd, 2008 • Negevtech Ltd. • Optical instruments & lenses
This Preferred Share Purchase Agreement (this “Agreement”) is entered into as of the 22nd day of March, 2006 by and between Negevtech Ltd. (hereinafter the “Company”) and a company formed under the laws of the State of Israel, the investors identified in Schedule A attached hereto (hereinafter each an “Investor” and collectively the “Investors”).
NEGEVTECH LTD.2002 Share Option Plan • March 28th, 2008 • Negevtech Ltd.
Unless otherwise defined herein, the terms defined in the 2002 Share Option Plan (as amended 2004, 2007 & 2007) shall have the same defined meanings in this Share Option Agreement.
SERIES A1 PREFERRED SHARE PURCHASE AGREEMENTSeries A1 Preferred Share Purchase Agreement • July 3rd, 2008 • Negevtech Ltd. • Optical instruments & lenses
This Series A1 Preferred Share Purchase Agreement (this “Agreement”) is entered into as of the 20th day of July, 2007 by and between Negevtech Ltd., a private company organized under the laws of the State of Israel, with registered office at 12 Hamada Street, Rehovot, 76703 Israel, and corporate registration number 51-163426-3 (hereinafter the “Company”), and the Investors listed in Schedule A attached hereto (hereinafter each an “Investor” and collectively the “Investors”).
OPTION AGREEMENT SECTION 102 CAPITAL GAINS STOCK OPTIONOption Agreement • March 28th, 2008 • Negevtech Ltd. • Tel-Aviv
WHEREAS: The Employee is an employee of the Company and/or of a subsidiary of the Company (each a “Related Company” and collectively, “Related Companies”); and
SERIES BB-4 PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses
I, David Alumot, of 5 Shoshanat HaAmakim, kehovot, in consideration of the sum of US$90,414 paid to me by Amadeus III Affiliates Fund LP, of 2711 Centervilie Road, Suite 400, Wilmington, New Castle County, Delaware (the “Transferee”) do hereby transfer to the Transferee, as of September 28, 2006, 48,727 Ordinary Shares having par value of NIS 0.01 each of Negevtech Ltd., registered in my name, to hold unto the Transferee, its executors, administrators, and assigns; and I, the Transferee, do hereby agree to accept the said shares.
SERIES BB-4 PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • July 3rd, 2008 • Negevtech Ltd. • Optical instruments & lenses
I, David Alumot, of 5 Shoshanat HaAmakim, kehovot, in consideration of the sum of US$90,414 paid to me by Amadeus III Affiliates Fund LP, of 2711 Centervilie Road, Suite 400, Wilmington, New Castle County, Delaware (the “Transferee”) do hereby transfer to the Transferee, as of September 28, 2006, 48,727 Ordinary Shares having par value of NIS 0.01 each of Negevtech Ltd., registered in my name, to hold unto the Transferee, its executors, administrators, and assigns; and I, the Transferee, do hereby agree to accept the said shares.
SERIES A1 PREFERRED SHARE PURCHASE AGREEMENTSeries A1 Preferred Share Purchase Agreement • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses
This Series A1 Preferred Share Purchase Agreement (this “Agreement”) is entered into as of the 20th day of July, 2007 by and between Negevtech Ltd., a private company organized under the laws of the State of Israel, with registered office at 12 Hamada Street, Rehovot, 76703 Israel, and corporate registration number 51-163426-3 (hereinafter the “Company”), and the Investors listed in Schedule A attached hereto (hereinafter each an “Investor” and collectively the “Investors”).
LOAN AGREEMENTLoan Agreement • March 28th, 2008 • Negevtech Ltd.
THIS LOAN AGREEMENT (this “Agreement”) is made as of the 11 day of October, 2005, by and among Negevtech Ltd., an Israeli company number 51-163426-3, of 12 Hamada Street, P.O. Box 2264, Rehovot 76122, Israel (the “Company”), Plenus II L.P., an Israeli limited partnership number 55021817-6 (“Plenus”) and Plenus II (D.C.M.), Limited Partnership, an Israeli limited partnership number 55-021825-9, both of 16 Abba Eben Avenues, Herzeliya Pituach 46726, Israel (each of Plenus and Plenus II (D.C.M.), Limited Partnership – a “Lender”, and collectively – the “Lenders”).
