New Air, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 6th, 2010 • New Air, Inc. • Surgical & medical instruments & apparatus • Maryland

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September 3, 2009 between New Air, Inc. (the “Company”), and Mr. Yossi De Levie (“Indemnitee”).

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ACQUISITION AGREEMENT DATED SEPT 2009
Stock Purchase and Sale Agreement • January 6th, 2010 • New Air, Inc. • Surgical & medical instruments & apparatus • Maryland

THIS STOCK PURCHASE AND SALE AGREEMENT (the "Agreement") is dated as of September 7, 2009, by and among NEW AIR, INC., a Maryland corporation (“Buyer”); each of the SELLERS listed in Annex A attached and incorporated hereto by reference (each a "Seller" and collectively the "Sellers"); and BABY’S BREATH LTD., an Israeli company ("Baby's Breath").

SHAREHOLDERS AGREEMENT DATED SEPT 2009
Shareholders Agreement • January 6th, 2010 • New Air, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of September 7, 2009, by and among New Air, Inc., a Maryland corporation (the "Corporation"); and the stockholders of the Corporation listed on Schedule 1 hereto (collectively, the "Holders" and individually, a "Holder").

SECOND MICRODEL AGREEMENT OF JUNE 2009
Second Microdel Agreement • January 6th, 2010 • New Air, Inc. • Surgical & medical instruments & apparatus • Connecticut
CURRENT SHAREHOLDERS AGREEMENT OF JULY 2009
Current Shareholders Agreement • January 6th, 2010 • New Air, Inc. • Surgical & medical instruments & apparatus

All of the above mentioned parties, the first through the seventh (with the exception of Amado) shall be referred to hereinafter as the “Shareholders” or the “Current Shareholders”

Compromise Agreement Made and executed on March 11, 2007
Compromise Agreement • January 6th, 2010 • New Air, Inc. • Surgical & medical instruments & apparatus

Further to the Compromise Agreement made and executed on March 11, 2007 between Baby’s Breath and Life Support, agreeing to the management services to be granted by Life Support through Mr. Golan Gilead (Section 8 of the said Agreement) up until September 31, 2007, the following is hereby agreed:

Agreement for Implementing a Project in the Yozmot Incubator Signed at “Yozmot” – Granot Initiative Center on:
New Air, Inc. • January 6th, 2010 • Surgical & medical instruments & apparatus

· The entrepreneur hereby states that he has the knowledge needed for the project’s success and that he will do his utmost to promote the project.

CONTRACT Made and executed in Tel Aviv on the 1st day of April 2007
New Air, Inc. • October 16th, 2009
AGREEMENT Made and executed in Tel Aviv on the _____ day of __________________
Agreement • October 16th, 2009 • New Air, Inc.

All of the above mentioned parties, the first through the seventh (with the exception of Amado) shall be referred to hereinafter as the “Shareholders” or the “Current Shareholders”

Appendix 11.6 Agreement for the Provision of Services Made and executed on April 4, 2004 Between: Baby’s Breath Ltd. Private Company 51-3076943 Granot Industrial Area, Hadera (Hamamat Yozamot) (Hereinafter: “the Company”
Agreement • January 6th, 2010 • New Air, Inc. • Surgical & medical instruments & apparatus

WHEREAS Dr. Amirav serves as chairman of the Israeli company for aerosols in medicine on behalf of the Israel Medical Association and he has knowledge and experience in the field of administering medication by way of inhalation to children, in general, and infants, in particular.

January 3, 2010 New Air, Inc. ("Corporation") Microdel Ltd. Baby's Breath Ltd. Re: Section 10 of the Shareholders Rights Agreement of September 2009 Gentlemen,
New Air, Inc. • January 6th, 2010 • Surgical & medical instruments & apparatus

Reference is hereby made to that Shareholders Rights Agreement of September 2009 to which the undersigned is a party (the "SRA").

January 3, 2010 New Air, Inc. ("Corporation") Microdel Ltd. Baby's Breath Ltd. Re: Section 10 of the Shareholders Rights Agreement of September 2009 Gentlemen,
New Air, Inc. • January 6th, 2010 • Surgical & medical instruments & apparatus

Reference is hereby made to that Shareholders Rights Agreement of September 2009 to which the undersigned is a party (the "SRA").

EMPLOYMENT AGREEMENT made entered into on this 1st day of July 2009 BETWEEN:
Employment Agreement • October 16th, 2009 • New Air, Inc. • Tel-Aviv
January 3, 2010 New Air, Inc. ("Corporation") Microdel Ltd. Baby's Breath Ltd. Re: Section 10 of the Shareholders Rights Agreement of September 2009 Gentlemen,
New Air, Inc. • January 6th, 2010 • Surgical & medical instruments & apparatus

Reference is hereby made to that Shareholders Rights Agreement of September 2009 to which the undersigned is a party (the "SRA").

EMPLOYMENT AGREEMENT made entered into on this 1st day of July 2009 BETWEEN:
Employment Agreement • October 16th, 2009 • New Air, Inc. • Tel-Aviv
STOCKHOLDERS RIGHTS AGREEMENT
Stockholders Rights Agreement • October 16th, 2009 • New Air, Inc. • Delaware

THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of September ___, 2009, by and among New Air, Inc., a Maryland corporation (the "Corporation"); and the stockholders of the Corporation listed on Schedule 1 hereto (collectively, the "Holders" and individually, a "Holder").

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