SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
THIS AGREEMENT, made and entered into as of this 25 day of April, 2004 by and among Nexus Telocation Systems Ltd. a public company incorporated under the laws of the State of Israel whose registration number with the Registrar of Companies is 52-004147-6 (the “Buyer”), and shareholders of Pointer (Eden Telecom Group SP.) Ltd., a private company incorporated under the laws of the State of Israel whose registration number with the Registrar of Companies is 51-176783-2 (the “Company”), as listed in Annex A (collectively the “Sellers”). All references to the term “Sellers” shall include each of the Sellers, severally and not jointly.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
This Registration Rights Agreement (the “Agreement”) made as of the 15th day of November 2004, by and among Nexus Telocation Systems Ltd., (hereinafter “Nexus” or “Company ” ), a company organized under the laws of the State of Israel, with offices at 1 Korazin Street, Givatayim, Israel, Gandyr Investments 2004 Ltd. a company organized under the laws of the State of Israel, with offices at 85 Medinat Hayehudim Street, Herzeliya (“Gandyr”), Govli Ltd. a company organized under the laws of the State of Israel, with offices at 31 Halechi Street, Bnei Brak and Sulam Financial Holdings Ltd. a company organized under the laws of the State of Israel, with offices at 85 Medinat Hayehudim Street, Herzeliya (“Sulam” and jointly with Gandyr and Govli “Purchasers” and each of them “Purchaser”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
This Share Purchase Agreement (this “Agreement”) is made and entered into effective as of November 16, 2004 by and between Nexus Telocation Systems Ltd., (hereinafter “Nexus”), a company organized under the laws of the State of Israel, with offices at 1 Korazin Street, Givatayim, Israel, and Egged Holdings Ltd. , a company organized under the laws of the State of Israel, with offices at 142 Menachem Begin St. Tel Aviv Israel (hereinafter the “Purchaser”) (each a “Party” and, together, the “Parties”).
ENGLISH SUMMARY OF THE LEASE AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN POINTER (EDEN TELECOM GROUP) LTD. AND MENASHEH MASHIACH, TZION MASHIACH AND ELIAHU MASHIACH Dated July 24, 2002 (the “Agreement”)Lease Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Term: Premises: Landlord: Tenant: Lease Payments (Monthly): Term Extensions: Termination Provisions: July 14, 2002 - July 13, 2005 ("Term"). The Term may be shortened by the Tenant (as defined below) upon six months written notice. 51 Ben-Tzion Galis St., First Floor, Petach Tikvah, Israel, at Block 6354, Plot 58 (the "Property") Menasheh Mashiach, Tzion Mashiach and Eliahu Mashiach (together, the "Landlord"). Pointer (Eden Telecom Group) Ltd. An amount in NIS equal to $4,250. The Tenant shall have the right to extend the rental period for an additional four-year period ("Extended Term"), upon six months written notice prior to the end of the Term. The Extended Term may not be shortened. Both parties shall have the right to terminate the Agreement by giving six months advanced notice.
ENGLISH SUMMARY OF THE MANAGEMENT AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG POINTER (EDEN TELECOM GROUP) LTD. GANDYR INVESTMENTS LTD. GOVLI LTD. SULAM FINANCIAL HOLDINGS LTD. AND EGGED HOLDINGS LTD. Dated November 16, 2004 (the “Agreement”)Management Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Services: Effective Date: Term: Consideration (annual): Termination Provisions: Management Agreement pursuant to which Egged Holdings Ltd., Gandyr Investments Ltd., Govli Ltd., Sulam Financial Holdings Ltd. and Egged Holdings Ltd. (together, the "Investors") shall provide certain management services to Pointer (Eden Telecom Group) Ltd. ("Pointer"). The services to be provided by the Investors include: assisting Pointer in raising capital, participating in management meetings, consulting Pointer with respect to its long term and short term business plan, advancing and developing Pointer's business and assisting Pointer in its negotiations with potential investors. Commencing 24 months after the consummation of the transaction pursuant to which Pointer shall purchase certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd., that is, March 1, 2007. Unspecified.
ENGLISH SUMMARY OF THE ASSET PURCHASE AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG SHAGRIR TOWING SERVICES LTD., SHAGRIR (1985) LTD. AND POINTER (EDEN TELECOM GROUP) LTD. Dated January 3, 2005 (the “Agreement”)Asset Purchase Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Activities and Assets Purchased by Pointer: Consideration: NIS 40 Million Loan Security on the NIS 40 Million Loan Warrant to Purchase 25,000,000 Ordinary Shares of Nexus Telocation Systems Ltd. ("Nexus") Asset Purchase Agreement pursuant to which Pointer (Eden Telecom Group) Ltd. ("Pointer") shall purchase certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd. (together, "Shagrir"). (i) The goodwill of Shagrir in the field of mobile automobile repair, towing and replacement vehicle services, including intellectual property; and (ii) Certain fixed and quick assets of Shagrir, including NIS 10 million in cash. Approximately NIS 200 million. At the closing, Shagrir shall make available to Pointer a NIS 40 million loan, repayable in twenty quarterly installments commencing February 28, 2006 and with interest payable at a rate of 6.5% per annum. As
ENGLISH SUMMARY OF THE LEASE AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN DELEK REAL ESTATE LTD. AND SHAGRIR (1985) LTD. February 23, 1998 (as amended on March 5, 2003) (the “Agreement”)Lease Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Extended Term: Premises: Landlord: Tenant: Lease Payments (Monthly): Termination Provisions: April 1, 2005 - March 31, 2007 ("Term"). 9 Bet Lechem Rd, Jerusalem, Israel, at Block 30188, Plot 15 (the "Property") Delek Real Estate Ltd. (the "Landlord"). Shagrir (1985) Ltd. An amount in NIS equal to $2,800. Landlord shall have the right to terminate the Agreement by giving six months advanced notice, subject to certain conditions.
ENGLISH SUMMARY OF THE ASSIGNMENT AGREEMENTS (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG SHAGRIR TOWING SERVICES LTD., SHAGRIR (1985) LTD. POINTER (EDEN TELECOM GROUP) LTD. AND CERTAIN ISRAELI INSURANCE COMPANIES Dated January/February 2005Nexus Telocation Systems LTD • June 30th, 2005 • Radio & tv broadcasting & communications equipment
Description: Assigned Agreements: Assignment Agreements pursuant to which Shagrir Towing Services Ltd., and its subsidiary, Shagrir (1985) Ltd., (together, "Shagrir") shall assign to Pointer and Pointer shall assume all of Shagrir's rights and obligations under the Assigned Agreements (as defined below). (i) Agreement by and between Shagrir and The Israel Phoenix Insurance Company Ltd., dated October 6, 1997, as amended. (ii) Agreement by and between Shagrir and Clal Insurance Company Ltd., dated December 10, 1989, as amended; (iii) Agreement by and between Shagrir and Harel Insurance Company Ltd., dated July 19, 1988, as amended; (iv) Agreement by and between Shagrir and Eliahu Insurance Company Ltd., dated October 27, 1992, as amended; (v) Agreement by and between Shagrir and Hachsharat Hayeshuv Insurance Company Ltd., dated March 12, 1989, as amended; and (vi) Agreement by and between Shagrir and Menorah Insurance Company Ltd., dated December 1
ENGLISH SUMMARY OF THE LOAN AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN POINTER (EDEN TELECOM GROUP) LTD. AND NEXUS TELOCATION SYSTEMS LTD. Dated November 16, 2004 (the “Agreement”)Loan Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Loan Amount: Term and Interest: Loan Agreement pursuant to which Nexus Telocation Systems Ltd. shall loan Pointer (Eden Telecom Group) Ltd. ("Pointer") NIS 3,916,536 in connection with certain infrastructure and equipment expenses. NIS 3,916,536. Interest repayments and repayments of the principal shall be repaid on a pro rata basis with the loans of Pointer with its other shareholders, following the repayment of the $2 million convertible loan made from Egged Holdings Ltd. to Pointer in connection the purchase by Pointer of certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd.. Interest under the loan shall be payable at a rate of 4% per year, commencing February 28, 2005.
SHAREHOLDERS AGREEMENTShareholders Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
This Agreement is made as of November 16, 2004 by and between DBSI Investments Ltd. (“DBSI”), having an address at 85 Medinat Hayehudim Street, Herzeliya, and Egged Holdings Ltd. (“Egged”), having an address at 142 Menachem Begin Street, Tel Aviv. Each, a “Party” and together “Parties”.
ENGLISH SUMMARY OF THE LOAN AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG POINTER (EDEN TELECOM GROUP) LTD. NEXUS TELOCATION SYSTEMS LTD. GANDYR INVESTMENTS LTD. GOVLI LTD. SULAM FINANCIAL HOLDINGS LTD. AND EGGED HOLDINGS LTD. Dated November 16,...Loan Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Loan Amount: Term and Interest: Loan Agreement pursuant to which Nexus Telocation Systems Ltd. ("Nexus"), Egged Holdings Ltd., Gandyr Investments Ltd., Govli Ltd. and Sulam Financial Holdings Ltd. (together, the "Lenders") loaned Pointer (Eden Telecom Group) Ltd. ("Pointer") NIS 10 million in connection with the purchase by Pointer of certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd. NIS 10 million (of which NIS 5 million was loaned by Nexus). Interest repayments and repayments of the principal shall commence on August 28, 2005. Interest under the loan shall be payable at a rate of 6.5% per year.
ENGLISH SUMMARY OF THE CONVERTIBLE LOAN AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG NEXUS TELOCATION SYSTEMS LTD. POINTER (EDEN TELECOM GROUP) LTD. AND EGGED HOLDINGS LTD. Dated November 16, 2004 (the “Agreement”)Convertible Loan Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Availability: Term and Interest: Conversion: Convertible Loan Agreement pursuant to which Egged Holdings Ltd. ("Egged") shall loan Pointer (Eden Telecom Group) Ltd. ("Pointer") $2 million ("First Loan"), convertible into shares of Pointer and/or Nexus Telocation Systems Ltd. ("Nexus") and NIS 7,275,000 ("Second Loan") convertible into shares of Pointer and/or Nexus. The First Loan shall be made available to Pointer at the consummation of the Agreement. The Second Loan shall be made available to Pointer on February 28, 2005 (that is, upon the consummation of the transaction pursuant to which Pointer shall purchase certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd. ("Shagrir Deal")). Interest on the First Loan shall be at the rate of LIBOR (3-month) plus 3.5% compounded annually and accrued daily.
ENGLISH SUMMARY OF THE LETTER AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN POINTER (EDEN TELECOM GROUP) LTD. AND BANK HAPOALIM LTD. Dated November 16, 2004 (the “Agreement”)Letter Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Credit Line Amount Term and Interest: Security Letter Agreement pursuant to which Bank Hapoalim Ltd. (the "Bank") shall provide Pointer (Eden Telecom Group) Ltd. ("Pointer") with an NIS 70 million credit line until March 1, 2013 and an NIS 30 million credit line until March 31, 2007, in connection with the purchase by Pointer of certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd (the "Shagrir Deal"). NIS 100 million (in total). The sums drawn down shall be repaid quarterly from June 30, 2006 at a rate of NIS 1,250,000 per quarter. The interest on the principal sum will be prime +0.5% with respect to the NIS 30 million credit line, and with respect to the NIS 70 million credit line, interest of 7.39% on NIS 35 million and 5.5% and linkage to the Israeli CPI on the remaining NIS 35 million. The interest shall be payable quarterly from June 30, 2005. As
