Pimi Agro Cleantech, Inc. Sample Contracts

PIMI AGRO CLEANTECH INC.
Restricted Share Unit • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services • Delaware

In addition to the issuance of Awards under the relevant tax regimes in the United States of America and the State of Israel, the Plan contemplates issuances to Grantees in other jurisdictions with respect to which the Committee is empowered to make the requisite adjustments in the Plan and set forth the relevant conditions in the Company’s agreement with the Grantee in order to comply with the requirements of the tax regimes in any such jurisdictions.

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REGULATION S STOCK PURCHASE AGREEMENT Dated June 4, 2009 For PIMI AGRO CLEANTECH, INC. COMMON STOCK
Regulation S Stock Purchase Agreement • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services • New York
COMMON STOCK PURCHASE WARRANT To Purchase [____________] Shares of Common Stock of PIMI AGRO CLEANTECH, INC.
Common Stock Purchase Warrant • January 31st, 2011 • Pimi Agro Cleantech, Inc. • Agricultural services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on December 31, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PIMI AGRO CLEANTECH, INC., a Delaware corporation (the “Company”), up to 625,000 shares (the “Warrant Shares”) of Common Stock, par value $0.80 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 21st, 2010 • Pimi Agro Cleantech, Inc. • Agricultural services • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), is made and entered into as of April 15, 2010, by and among Pimi Agro Cleantech, Inc., a Delaware corporation (the “Company”), and the purchaser listed on Exhibit A attached hereto (the “Purchaser”).

Addendum to An Investment Agreement Dated 13.11.2005 Signed in ______, on the 15, of November, 2006 Between
Investment Agreement • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services
PIMI AGRO CLEANTECH, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • January 4th, 2011 • Pimi Agro Cleantech, Inc. • Agricultural services • New York
UNPROTECTED TENANCY AGREEMENT Made at Kibbutz Alonim this 30th day of December 2008
Unprotected Tenancy Agreement • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services

WHEREAS the Landlord is the exclusive owner of the rights in the structure of the premises involved in this agreement having an area of 70 sq.m. and situated at the Kibbutz (hereinafter referred to as “the premises”);

WARRANT AGREEMENT
Warrant Agreement • January 3rd, 2014 • Pimi Agro Cleantech, Inc. • Agricultural services • New York

THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of January __, 2014 (the “Issuance Date”), is entered into by and between Pimi Agro Cleantech, Inc., a Delaware corporation (the “Company”), and Action Stock Transfer & Trust Corporation, a {______________} corporation (the “Warrant Agent”).

STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of PIMI AGRO CLEANTECH, INC.
Pimi Agro Cleantech, Inc. • August 30th, 2010 • Agricultural services

THIS CERTIFIES that, for value received, _________________ (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after August 18, 2010 (the “Issuance Date”) and on or prior to the close of business two years from the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pimi Agro Cleantech, Inc., a Delaware corporation (the “Company”), up to __________ (_________) shares (the “Warrant Shares”) of Common Stock, $0.01 par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $0.90. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

COMMON STOCK PURCHASE WARRANT To Purchase 145,985 Shares of Common Stock of PIMI AGRO CLEANTECH, INC.
Common Stock Purchase • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EARTHBOUND LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 15, 2009 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PIMI AGRO CLEANTECH, INC., a Delaware corporation (the “Company”), up to 145,985 shares (the “Warrant Shares”) of Common Stock, par value $.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

REGULATION S STOCK PURCHASE AGREEMENT Dated November 15, 2009 For PIMI AGRO CLEANTECH, INC. COMMON STOCK
Regulation S Stock Purchase Agreement • November 16th, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services • New York

Page ARTICLE I. PURCHASE, SALE AND TERMS OF SHARES 2 1.1. The Investment 2 1.2. Payment of Purchase Price; Closing 2 1.3 Purchase Obligation 2 1.4 Representations by the Purchaser 2 1.5 Termination 5 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 6 The Company represents and warrants as follows: 6 2.1. Organization and Standing of the Company 6 2.2. Corporate Action 6 2.3. Governmental Approvals 6 2.4. Litigation 6 2.5. Compliance with Other Instruments 7 2.6. Title to Assets; Intellectual Property Rights 7 2.7. Taxes 8 2.8. Disclosure 8 2.9. Brokers or Finders 8 2.10. Capitalization; Status of Capital Stock 8 2.11. SEC Reports 9 2.12. Books and Records 9 2.13. Refusal of Registration 9 2.14. Registration Rights 9 ARTICLE III. MISCELLANEOUS 10 3.1. No Waiver; Cumulative Remedies 10 3.2. Amendments; Waivers and Consents 10 3.3. Addresses for Notices 10 3.4. Costs; Expenses and Taxes 10 3.5. Effectiveness; Binding Effect; Assignment 10 3.6. Survival of Representations and Warr

CONFIDENTIAL
Pimi Agro Cleantech, Inc. • January 3rd, 2014 • Agricultural services • New York
AGREEMENT
Agreement • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services • Tel-Aviv

This Share Purchase Agreement (“Agreement”) signed on 13 November , 2005 by and between Pimi Marion Holdings Ltd, (Company number 51-349712-3), incorporated in the State of Israel (“The Company”) and Mr. Nimrod Ben-Yehuda, I.D. 051795631 and Omdan Consulting and Instructing LTD private company no. 51-146831-6, (jointly and severally: the “Shareholders”) from one side, and Mr. Alon Carmel and JNS Capital LLC (jointly and severally: “The Investors”) from the other side.

EMPLOYMENT AGREEMENT
Employment Agreement • May 30th, 2012 • Pimi Agro Cleantech, Inc. • Agricultural services

This Employment Agreement (this "Agreement") is entered by and between Pimi Agro CleanTech Ltd., Israeli company number 513497123, with its principal offices at Kibbutz Alonim, POB 117, Hutzot Alonim 30049, Israel ("Pimi Israel") and Pimi Agro CleanTech Inc., Delaware company, with its principal offices at 269 South Beverly Drive, Suite 1091, Beverly Hills, CA 90212, USA("Pimi USA") (Pimi Israel and Pimi USA are collectively referred to herein as the "Company") and Mr. Ami Sivan, an individual, Israeli I.D. No. 051570869, residing at Maas, Israel (the "Employee"). Each of the Company and the Employee may be referred to herein as a Party, and collectively as Parties.

Agreement This Agreement is made on the 11 Day of Novemeber 2005
Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.
SERVICES AGREEMENT
Services Agreement • July 1st, 2014 • Pimi Agro Cleantech, Inc. • Agricultural services

This Services Agreement (the “Agreement”) is entered into as of this 29th day of May, 2014 (the “Effective Date”) by and between Pimi Agro CleanTech Ltd., a corporation organized and existing under the laws of the State of Israel (the “Company”), having its principal place of business at Kibbutz Alonim, Israel, and Sunrise Financial Group, having its principal place of business at 600 Lexington Avenue, New York, New York, 10022, USA (the “Service Provider”). Each party hereto shall be referred to as a “Party” and collectively as the “Parties”.

AGREEMENT Made and signed this 24th day of February 2009 BETWEEN: ALON CARMEL, ID 53408639 of 8383 Wilshire Boulevard, Suite 800, Beverly Hills, CA 90211 (hereinafter referred to as “Carmel”) of the first part AND: OMDAN CONSULTANCY & TRAINING LTD, PC...
Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.

We agree to the above provisions of this agreement and undertake to act pursuant thereto until the transfer to Nir Ecology of the shares held by us on trust for Nir Ecology.

Agreement This Agreement is made on the 11 Day of November 2005 Between
Agreement • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services
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Letter of Intent dated 20th Day of January 2009
Pimi Agro Cleantech, Inc. • August 3rd, 2009 • Agricultural services

Between : Vegiesafe LLC a Limited Liability Company registered in New York whose address is 126 Fifth Avenue 4th Floor New York, NY 10011-5629 USA ("Vegiesafe") and Between Pimi Agro CleanTech Ltd. a company registered in Israel whose address is POB 107 Kibutz Alonim, Israel ("Pimi").

ADDENDUM TO AGREEMENT Made this _____ day of April 2009
To Agreement • May 5th, 2009 • Pimi Agro Cleantech, Inc.
Addendum to the Agreement dated 28th of December 2010 (the "Agreement") Dated July 31, 2011
Addendum to the Agreement • April 8th, 2013 • Pimi Agro Cleantech, Inc. • Agricultural services

Pimi Agro CleanTech, INC with its principal offices at 269 South Beverly Drive, Suite 1091 Beverly Hills, California 90212 (“Pimi” or the “Company”);

ADDENDUM TO AGREEMENT Made this 24 day of April 2009
Addendum to Agreement • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services
Contract
Pimi Agro Cleantech, Inc. • July 2nd, 2009 • Agricultural services • England

Certain portions of the exhibit have been omitted based upon a request for confidential treatment. The non- public information has been filed separately with the commission.

AGREEMENT
Agreement • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services
FINANCIAL ADVISORY AGREEMENT
Financial Advisory Agreement • March 29th, 2010 • Pimi Agro Cleantech, Inc. • Agricultural services • Florida

This Agreement is made and entered into as of the 24th day of March, 2010, between Pimi Agro Cleantech, Inc., a Delaware corporation (the "Company") and Lampost Capital L.C., a Florida limited liability company (the "Financial Advisor").

Exchange Agreement Made this 27 day of April, 2009 By and among
Exchange Agreement • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services • New York

Pimi Agro Cleantech Inc, a company registered in the State of Delaware, USA (“Pimi Inc.”) and Pimi Agro Cleantech Ltd. a limited liability company registered in the Israeli Companies Registrar under registration Number 513497123 ("Pimi Israel"), and All The Shareholders of Pimi Israel, a list of which is attached as Exhibit "A" attached hereto (the "Shareholders");

Agreement This Agreement is made on the 11 Day of Novemeber 2005
Agreement • July 2nd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services
ADDENDUM TO PERSONAL CONTRACT OF EMPLOYMENT Made in ________________ this _____ day of _____________ 2009
Pimi Agro Cleantech, Inc. • May 5th, 2009

Set out below is a consolidated version of the General Confirmation of 9th June 1998, as published in Government Notices 4659 on 30th June 1998, as amended on 23rd August 1999 and published in Government Notices 4803 on 19th September 1999 and as amended and published in Government Notices 4970 on 12th March 2001 -

AGREEMENT
Agreement • January 4th, 2011 • Pimi Agro Cleantech, Inc. • Agricultural services • New York

WHEREAS, PIMI is a U.S. publicly reporting company whose shares are quoted on the Over The Counter Bulleting Board under the trading symbol “PIMZ.OB”.

AGREEMENT
Loan Agreement • August 3rd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services • Tel-Aviv

This letter together with the documents listed in Specific Disclosure Appendix constitute the Disclosure Letter referred to in the agreement (the “Agreement”) to be entered into today between Pimi Marion Holdings Ltd (the “Company”), Mr. Nimrod Ben-Yehuda and Omdan Consulting and Instructing LTD (jointly and severally: “Shareholders”) from one side, and Mr. Alon Carmel and JNS Capital LLC (jointly and severally: “The Investors”) from the other side, in connection with the investment made by the investors in the company against the issuance of the company’s Ordinary and Management shares.

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