CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
DISTRIBUTION AGREEMENTDistribution Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
This Distribution Agreement (hereby: “Agreement”) is entered into on January 24, 2010 by and between, Nilimedix Ltd., based in 3 HaSadna Street, TIRAT HaKARMEL, ISRAEL (Including G-Sense Ltd. And Medx-set Ltd), represented by its VP Marketing and Business Development, (hereinafter: “Nilimedix” or “Company”); and Asesores en Tecnologia Medica Especializada, S. C. based in Tabasco 294-302, Col. Roma, Mexico, D. F. CP 06700 Mexico (hereinafter: “Distributor”) (for the purpose of this Agreement each of Nilimedix and the Distributor may sometimes be referred to as a “Party” and collectively the “Parties”)
AGREEMENTAgreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Translation from Hebrew] Voting AgreementVoting Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, the parties are about to enter into an agreement to purchase 39,215,792 ordinary shares, par value NIS1 each of Arit System Ltd. (the “Shares” and the “Company”); and
INDEPENDENT CONTRACTOR ENGAGEMENT AGREEMENTIndependent Contractor Engagement Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Loan Agreement Made and entered into in Ramat-Gan on 20 of October, 2008Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, Medx-Set approached the Company in a request for a loan in the amount of NIS 1,874,500, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 5 years from the date of the grant of the loan; and
Owners’ Loan Agreement Made and entered into in Ramat-Gan on 10 of June, 2010Owners’ Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, G-Sense approached the Company in a request for a loan in the amount of NIS 1,750,000, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 5 years from the date of the grant of the loan; and
Form of Share Conversion Agreement made and signed in on the day of the month of 2007Share Conversion Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Owners’ Loan Agreement Made and entered into in Ramat-Gan on 10 of June, 2010Owners’ Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, Medx-Set approached the Company in a request for a loan in the amount of NIS 3,000,000, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 5 years from the date of the grant of the loan; and
Loan Agreement Made and entered into in Ramat-Gan on 25 of September, 2006Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, G-Sense approached the Company in a request for a loan in the amount of NIS 330,000, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 5 years from the date of the grant of the loan; and
Lease Agreement Which was made and signed in Caesarea, on 20 August 2008 Between Heshet Carmel Ltd. of 3 Ha’eshel Street, Industrial Park South, Caesarea Hereinafter: “the lessor”Lease Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Whereas: the lessor declares that it is the owner of the rights in an office building situated on the land known as block 11359 plots 19 (in part) and 20 (in part), lot no. 13, portion 2, according to a detailed plan Mem Caf 286 in Tirat Hacarmel, 4 Ha’etgar St., Industrial Park, Tirat Ha’carmel (hereinafter: “the building”), and that it is entitled to let it to the lessee, and that the lessee hereby declares that there is no prevention to its engagement in this agreement;
STRATEGIC MARKETING & COOPERATION AGREEMENTCooperation Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
This Strategic Marketing & Cooperation Agreement (hereby: “Marketing Agreement”) is entered into on 23 April 2010 by and between, Nilimedix Ltd., based in 3 HaSadna Street. TIRAT HaKARMEL, ISRAEL (Including Medx-set Ltd), (hereinafter: “Nilimedix” or “Company”); and China National Pharmaceutical Foreign Trade Corp. (Sinopharm) of No 20 Zhichun Road, Haidian District, Beijing, China (hereinafter: Sinopharm “Sinopharm”)
Loan Agreement Made and entered into in Ramat-Gan on 13 of February, 2007Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, G-Sense approached the Company in a request for a loan in the amount of NIS 2,982,000, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 5 years from the date of the grant of the loan; and
Translation from Hebrew] Management Fee Agreement Entered into and signed in Ramat Gan on February 17, 2010Management Fee Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Translation from Hebrew] Management Fee Agreement Entered into and signed in Ramat Gan on February 17, 2010Management Fee Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Owners’ Loan Agreement Made and entered into in Ramat-Gan on 8 of March, 2010Owners’ Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, Medx-Set approached the Company in a request for a loan in the amount of NIS 2,500,000, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 1 year from the date of the grant of the loan; and
Loan Agreement Made and entered into in Ramat-Gan on 13 of September, 2009Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, G-Sense approached the Company in a request for a loan in the amount of NIS 1,323,700, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 5 years from the date of the grant of the loan; and
Loan Agreement Made and entered into in Ramat-Gan on 5 of December, 2007Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, G-Sense approached the Company in a request for a loan in the amount of NIS 2,000,000, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 5 years from the date of the grant of the loan; and
Owners’ Loan Agreement Made and entered into in Ramat-Gan on 9 of February, 2010Owners’ Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, Nilimedix approached the Company in a request for a loan in the amount of NIS 5,500,000, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 1 year from the date of the grant of the loan; and
Loan Agreement Made and entered into in Ramat-Gan on 13 of September, 2009Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, Nilimedix approached the Company in a request for a loan in the amount of NIS 2,629,900, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 5 years from the date of the grant of the loan; and
Translation from Hebrew] Management Fee Agreement Entered into and signed in Ramat Gan on February 17, 2010Management Fee Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
STRATEGIC MARKETING & COOPERATION AGREEMENTCooperation Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
This Strategic Marketing & Cooperation Agreement (hereby: “Marketing Agreement”) is entered into on 23 April 2010 by and between, Nilimedix Ltd., based in 3 HaSadna Street. TIRAT HaKARMEL, ISRAEL (Including Medx-set Ltd), (hereinafter: “Nilimedix” or “Company”); and China National Pharmaceutical Foreign Trade Corp. (Sinopharm) of No 20 Zhichun Road, Haidian District, Beijing, China (hereinafter: Sinopharm “Sinopharm”)
Owners’ Loan Agreement Made and entered into in Ramat-Gan on 14 of July, 2010Owners’ Loan Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, Nilimedix approached the Company in a request for a loan in the amount of NIS 6,500,000, that will be linked to the CPI and will bear an annual interest of 4%, for an unlimited period and up until 5 years from the date of the grant of the loan; and
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • October 26th, 2011 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
THIS STANDBY EQUITY PURCHASE AGREEMENT (“Agreement”) dated as of April 16, 2011 between YA Global Investments, L.P., a limited partnership organized and existing under the laws of the Cayman Islands (the “Investor”), and D. Medical Industries Ltd., a public company organized and existing under the laws of Israel (the “Company”).
Owners’ Loan Agreement Made and entered into in Ramat-Gan on 14 of December, 2011 (the "Agreement")Owners’ Loan Agreement • April 30th, 2012 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
By and among: D. Medical Industries Ltd. Of 3 Hasadna St., Tirat-Carmel 39026 Ramat Gan (Hereinafter: the “Company”) On the first side; And G-Sense Ltd. From 3 Hasadna St., Tirat-Carmel 39026 (Hereinafter: “G-Sense”) On the second side;
translation from Hebrew] Management Fee Agreement Entered into and signed in Ramat Gan on February 17, 2010Management Fee Agreement • May 25th, 2010 • D. Medical Industries Ltd.
Owners’ Loan Agreement Made and entered into in Ramat-Gan on 14 of December, 2011 (the "Agreement")Owners’ Loan Agreement • April 30th, 2012 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
By and among: D. Medical Industries Ltd. Of 3 Hasadna St., Tirat-Carmel 39026 Ramat Gan (Hereinafter: the “Company”) On the first side; And Spring Health Solutions Ltd. From 3 Hasadna St., Tirat-Carmel 39026 (Hereinafter: “Spring-Health”) On the second side;
ContractD. Medical Industries Ltd. • July 27th, 2010 • Surgical & medical instruments & apparatus • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED (INCLUDING WITH RESPECT TO RESTRICTIONS ON TRANSFERS) FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FROM AUGUST [ ], 2010 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) RODMAN & RENSHAW, LLC (“RODMAN & RENSHAW”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE INITIAL PUBLIC OFFERING IN THE UNITED STATES OF ORDINARY SHARES OF D. MEDICAL INDUSTRIES, LTD. (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF RODMAN & RENSHAW OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
translation from Hebrew] Management Fee Agreement Entered into and signed in Ramat Gan on February 17, 2010D. Medical Industries Ltd. • June 18th, 2010 • Surgical & medical instruments & apparatus
Summary of Sale AgreementSummary of Sale Agreement • June 13th, 2011 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
THIS SUMMARY DESCRIBES THE TERMS OF THE AGREEMENT IN GENERAL. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION REGARDING THE AGREEMENT AND D. MEDICAL'S OBLIGATIONS IN CONNECTION THEREWITH.
Between: D. Medical Industries Ltd. Public Company No. 520041955 (Hereinafter: “The Investor”) The Party of the First Part; And between: Nili Med Ltd. Private Company No. 513229808 Matak, 30 Science Industry Center, (Hereinafter: “The Company”) The...Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Allotment Agreement Entered into and executed in Ramat Gan on August 27, 2009Allotment Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Whereas On August 27 2009 Menashe Geisler Investments Ltd. and Trend Hadar Investments Ltd. (the “Purchasers”) signed an agreement with Messrs. Korfini Segal and David Bassa, the controlling shareholders of the Company (the “Controlling Shareholders”), attached as Annex A to this Agreement, within which the Purchasers are due to purchase from the Controlling Shareholders their main holdings in the Company, constituting approximately 55.69% of the Company’s capital (the “Agreement for Purchase of Control”); and
Owners’ Loan Agreement Made and entered into in Ramat-Gan on 14 of December, 2011 (the "Agreement")Owners’ Loan Agreement • April 30th, 2012 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
By and among: D. Medical Industries Ltd. Of 3 Hasadna St., Tirat-Carmel 39026 Ramat Gan (Hereinafter: the “Company”) On the first side; And Spring-Set Health Solutions Ltd. From 3 Hasadna St., Tirat-Carmel 39026 (Hereinafter: “Spring-Set”) On the second side;
AGREEMENT Made and executed in Ramat Gan this day of January, 2008Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
UNDERWRITING AGREEMENT between D. MEDICAL INDUSTRIES LTD. and RODMAN & RENSHAW, LLC as RepresentativeUnderwriting Agreement • October 26th, 2011 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED (INCLUDING WITH RESPECT TO RESTRICTIONS ON TRANSFERS) FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FROM AUGUST [____], 2010 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) RODMAN & RENSHAW, LLC (“RODMAN & RENSHAW”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE INITIAL PUBLIC OFFERING IN THE UNITED STATES OF ORDINARY SHARES OF D. MEDICAL INDUSTRIES, LTD. (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF RODMAN & RENSHAW OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
