Wigmore Medical Limited (“Wigmore”) - Invasix Ltd (“Invasix”) Founders Memorandum of Understanding

Exhibit 10.12

Wigmore Medical Limited (“Wigmore”) - Invasix Ltd (“Invasix”)

Founders Memorandum of Understanding

1.	The Company		Wigmore, on behalf of the Parties, incorporated “Invasix UK Ltd”, a limited liability company in the United Kingdom (the “Company”), for the purpose of marketing Invasix Products to plastic surgeons, dermatologists, general practices, spa facilities, specialized hair removal clinics and salons in the UK, including Ireland and Scotland (the “Market”), including providing post-sale services to customers. The Products to be distributed by the Company include BodyTite Platform, Fractora TiteFX Platform, InMode Platform, upgrades and disposables of the above and additional products suitable to the Market as agreed from time to time by the Parties (the “Products”). The Products shall be supplied by Invasix at such prices as detailed in the Price List attached hereto as Schedule A.
2.	Ownership		Initially, the holdings of the Parties in the Company shall be as follows: Wigmore shall hold 49% and Invasix shall hold 51% of the outstanding share capital of the Company.
3.	Board of Directors, Shareholders Resolutions		1.    The Board of Directors (“Board”) will initially include 2 members: Xx. Xxxx Xxxxxxxx on behalf of Xxxxxxx and Xx. Xxxxx Xxxxxxx on behalf of Invasix. The Board shall be the Company’s supreme management body. 2.    The Board shall act by unanimous resolution. If the Board cannot reach such unanimous resolution on a certain matter, the matter shall be resolved by the General Meeting. 3.    Resolutions of the General Meeting of the shareholders shall require a simple majority of the voting power, except for resolutions in material issues, which shall require a majority of 75% of the voting power (in case such matters require a resolution of the General Meeting). 4.    Material issues which require a special majority of the shareholders: (a)resolutions which are contrary to the provisions of the Founders Agreement; (b)resolutions which entail shareholders' investments or obligations beyond those expressly mentioned in the Founders Agreement; (c)acquisition or disposal of any interest in any legal entity; (d)merger with any other entity; (e)declaration or distribution of dividends or profits; (f)sale or disposal of the whole or a substantial or material part of the undertaking or goodwill or assets of the Company; (g)pledge, mortgage or other encumbrances of any of the Company’s assets; (h)any transaction with a shareholder, director or with any person or entity which is related (directly or indirectly) to any of the Parties; and

			(i)appointment of all office holders in the Company, accountants and legal counsel.
4.	Financing		1.    Once the initial budget of the Company is agreed between the Parties, the Parties shall provide the Company with a working capital loan, according to their pro-rata share of the Company, and subject to such additional terms as determined in the loan documents to be executed by the Parties. 2.    Additional capital loans shall be provided by the Parties according to the approved budget and subject to a resolution of the Board. 3.    No dividend shall be distributed to shareholders of the Company before all capital loans are repaid in full and the Company has sufficient cash flow to carry out its work plan as determined by the Board. 4.    In case the Board resolves to raise additional funding by equity investments, each shareholder shall have a preemptive right to participate in such investments pro-rata to its share of the Company. A shareholder who chooses not to participate in any such investment shall be diluted.
5.	Services Provided by Wigmore		Initially, Wigmore shall provide the Company with bookkeeping and accounting services, human resources and secretarial services. The Company shall also lease from Wigmore facilities for its operation, located at Wimpole House, 0 Xxxxxxx Xxxx, Xxxxxx, pursuant to such terms as included in the Lease Agreement to be executed between Wigmore and the Company.
6.	Services Provided by Invasix		Invasix shall provide the Company with exclusivity regarding marketing and distribution of the Products in the Market, and shall also provide the Company’s personnel with training regarding use of the Products.
7.	Non-Compete		For as long as they are shareholders of the Company, the Parties will not, directly or indirectly, compete or assist others to compete with the Products in the Market.
8.	Buy Out upon a Party’s Wish to Sell		The Company’s incorporation documents (Articles of Association) will include a no transfer period, a right of first refusal, and a right of first offer. The exiting Party agrees to continue to supply the Company with existing products and/or services for a period of up to nine months from the date of notification of intent to exit or for the period of any existing supply agreements, whichever is longer.
9.	Buy Out upon Intended Liquidation		Any shareholder of the Company (currently only the Parties) requesting the winding up of the Company, must first offer its shares in the Company to the other shareholders, and if the other shareholders or some of them agree to purchase such shares at a price agreed between them, then the shares will be sold to such shareholders at such price, and the

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			request for winding up will be canceled. If the Parties do not agree on the price, the Parties shall refer the valuation to a qualified person agreed between them, and if not agreed between them within 14 days, such party that was recommended by the Company’s auditors.
10.	Equity Swap		Wigmore shall be entitled to swap its shares in the Company with Ordinary Shares of Invasix prior to any IPO or M&A transaction of Invasix and its share of Invasix shall be calculated as the product of Wigmore’s share percentage of the Company multiplied by the Company’s sales share out of the total sales of the Invasix group. For example: if Wigmore holds 49% of the Company, the Company’s sales amount to $10M and the total sales of the Invasix group amount to $100M, then Wigmore’s share of Invasix shall be 4.9% (49%* 10%).
11.	Confidentiality		Each Party will keep confidential all non-public information of the other Party or of the Company and will use such information only for the furtherance of this MOU into a Founders Agreement, for the operation of the Company and such other purposes expressly permitted by the other Party. The Parties will publicly disclose the existence or terms of this MOU or the definitive agreements only upon mutual agreement or as required by applicable laws or any securities exchange rules applicable or that may become applicable.
12.	Change of Control		In case that there is a Change of Control (as shall be more specifically defined in the definitive documents) in a Party, such Party is obligated to notify the other Party immediately after such Change of Control becomes public knowledge. In such an event, the No-Sale obligation of the other Party shall terminate. In addition if there has been a Change of Control in a Party then the other Party shall have the right to purchase such Party’s interest in the Company under a procedure to be set forth in the definitive agreements.
13.	Dispute Settlement		The definitive Founders Agreement shall include a dispute resolution mechanism for resolution of conflicts between the Parties.
14.	Binding Effect and Definitive Documents		This MOU is a non-binding document that expresses the Parties’ intentions. The Parties undertake to negotiate in good faith with a mutual desire to conclude the definitive agreements by the beginning of April 2014, containing additional terms customary for transactions of this type.

Xxxxxx and accepted on 4/3, 2014

/s/ Xxxxx Xxxxxxx		/s/ Xx. Xxxx Xxxxxxxx
Invasix Ltd.		Wigmore Medical Limited
By: Xx. Xxxxx Xxxxxxx, CEO		By: Xx. Xxxx Xxxxxxxx, CEO

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SCHEDULE A

 

 Invasix UK Purchase Order Form Colored Line (£)

PO Number:				Date:		¨ Ship to is Same as Bill To
To:	InMode Ltd.			Bill To:		Ship To:
Attn:	Xxx Xxxxxxxxxx			Attn:		Attn:
Address:	Tavor Building-Shaar Yokneam POB 533, Yokneam 20692, Israel			Address:		Address:
Phone:	x000-0-0000000			Phone:		Phone:
Email:	xxxx@xxxxxxx.xxx			Email:		Email:
Payment Terms:				Ship Via:		Special instructions:

		Description	Applicator/HP included	Qty	Price £	Total £
AG606992A		Triton  (Based on InMode)	1 Diolaze XL		£26,500
AG606991A		Optimas (Based on InMode)	1 Lumecca SR (515or580), Fractora, Forma		£26,500
AG606968A		Votiva (Based on InModeRF)	FormaV, Fractora		£23,000
AG606969A		BodyTite (Based on InModeRF)	Fractora		£24,500
AG604881A		EmbraceRF (Based on InModeRF)	Morpheus8		£25,500
AG606970A		Contoura (Based on InModeRF)	BodyFX, Plus		£21,500
AG601261A		Fractora Applicator			£3,700
AG607401A		Morpheus8 Applicator			£4,000
AS601654A		Firm-Forma Applicator (3 electrodes)			£3,250
AS601679A		Plus Applicator			£3,700
AG606798A		FormaV Applicator			£4,200
AS600874A		BodyFX Applicator			£4,200
AG604696A		MiniFX Applicator			£3,700
AS601863A		Lumecca 515 Applicator			£3,250
AS601864A		Lumecca 580 Applicator			£3,250
AG605985A		Diolaze XL 810 Applicator			£8,400
AG605975A		Diolaze XL 755/810 Applicator			£8,400
AG605976A		Diolaze XL 810/1064 Applicator			£8,400
AG605988A		Vasculaze 1064 Applicator			£8,400
AG602426A		24Pin Fractora tip 5 pack			£115
AG604108A		24Pin Coated Fractora 5 pack			£140
AG601260A		60Pin Fractora Tip 5 pack			£115
AG601819B		126Pin Fractora 5 pack			£115
AG607563A		Morpheus8 Tip 4pack			£125
AG607017A		Fractora Initial Tips Kit-Mix			£115
AG605906A		FormaV Tip 3 Pack			£115
HP101806A		HP L10 D18 20Pack-FaceTite			£1,645
HP122506A		HP L12 D25 Type 06 20Pack-NeckTite			£1,645
HP172503A		HP L17 D25 Type 03 20Pack-CelluTite			£1,645
HP173906A		HP L17 D39 Type 06 20Pack-BodyTite			£1,645
HP253906A		HP L25 D39 Type 06 16Pack-BodyTite			£1,375
HP255006A		HP L25 D50 Type 06 16Pack-BodyTite			£1,375
HP101306A		FaceTite 2 Sensors HP	20Pack		£2,310
aHP172206A		BodyTite 2 Sensors HP	20Pack		£2,800
HP172246A		BodyTite 2 Sensors HP, 40W	20Pack		£3,155
Authorized by:  __________________________  Date: _____________				S&H
				Total

Notes & Instructions:

System Power cords: All platforms provided without power cords, power cords to be purchased locally.

All Prices are Ex-Work, Please e-mail your order to: xxxx@xxxxxxx.xxx