LOAN UNDERTAKINGUndertaking • July 15th, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
The undersigned hereby agrees to lend Elbit Visions Systems Ltd. (the "Company") an aggregate amount of One Hundred Thousand United States Dollars (US$ 100,000) (the "Loan Amount"), as follows, and all in accordance with the terms of agreements between the Company and Bank Hapoalim BM and Bank Leumi Le'Israel BM (the "Banks") attached hereto as Exhibits 1 and 2 respectively (the "Bank Agreements"):
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 15th, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
This Share Purchase Agreement (this “Agreement”) is entered into as of May 31, 2010, by and among Elbit Vision Systems Ltd., a company organized under the laws of the State of Israel with its offices at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel ("Seller"), ScanMaster Systems (IRT) Ltd., a company organized under the laws of the State of Israel with its offices at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, (the "Company"), and David Gal, ID number 054566823, and Ofer Sela 024907750 (each, jointly and severally, the "Purchaser") .
ASSET & LIABILITY RE-ALLOCATION AGREEMENTLiability Re-Allocation Agreement • July 15th, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
This Asset & Liability Re-Allocation Agreement (this "Agreement") is entered into as of May 31, 2010, by and between Elbit Vision Systems Ltd., a company organized under the laws of the State of Israel with its offices at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030,, Israel ("EVS") and ScanMaster Systems (IRT) Ltd., a company organized under the laws of the State of Israel with its offices at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, ("ScanMaster") (EVS together with ScanMaster, the "Parties").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 15th, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
This Asset Purchase Agreement (this "Agreement") is made and entered into as of May 31, 2010, by and among: ScanMaster Systems (I.R.T.) ltd., an Israeli Company organized under the laws of Israel ("Purchaser"); and IRT ScanMaster Systems Inc., a company organized under the laws of the State of New Hampshire with its offices at 319, Garlington Road, Suite B4, Greenville, South Carolina, USA (the "Company") (Company together with Purchaser, the "Parties" and each a "Party"). Certain other capitalized terms used in this Agreement are defined in Asset and Liability Re-Allocation Agreement (as defined hereinafter), shall apply in their entirety to this Agreement, mutatis mutandis, unless such capitalized term is explicitly defined otherwise herein this Agreement.
ENGLISH SUMMARY OF THE DEBT RESTRUCTURE AGREEMENT (ORIGINAL LANGUAGE – HEBREW)Elbit Vision Systems LTD • July 15th, 2010 • Industrial instruments for measurement, display, and control
Description: Letter Agreement pursuant to which Bank Hapoalim Ltd. (the "Bank"), within the framework of the sale of ScanMaster Ltd., agrees to waive up part of EVS' existing debt to the Bank and restructure the repayment of the remaining debt, pursuant to EVS fulfilling certain conditions. Debt Balance EVS confirms its Debt Balance to the Bank is NIS 44,673, $231,411 and €12,000. EVS will pay the Bank $112,000 towards the Debt Balance. Additionally, all funds in EVS' account with the Bank will be applied towards the Debt Balance. Loan A - Terms and Interest The Bank will loan $448,000 to EVS, the loan will be for 5 years, with principal repayable in equal consecutive monthly payments commencing January 31, 2011, and interest of LIBOR+4.47% repayable in consecutive monthly payments commencing July 31, 2010, for the outstanding principal, as it may be at every payment date. Loan B - Terms and Interest Additionally, the Bank will loan $105,000 to EVS, to be applied to any part of the Deb
ENGLISH SUMMARY OF THE FRAMEWORK LETTER (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN ELBIT VISION SYSTEMS LTD. ("EVS") SCANMASTER SYSTEMS (IRT) LTD. ("SCANMANSTER") (TOGETHER, THE "DEBTORS") AND BANK HAPOALIM LTD. (THE "BANK") Dated May 27, 2010 (the...Elbit Vision Systems LTD • July 15th, 2010 • Industrial instruments for measurement, display, and control
Description: Letter pursuant to which Bank Hapoalim Ltd. (the "Bank"), within the framework of the sale of ScanMaster Ltd., consents to the sale of ScanMaster and EVS shares, sets the terms for the outstanding obligations of the Debtor's to the Bank and agrees to waive certain outstanding debts. Guarantees To guarantee the Debtors' debts to the Bank, both EVS and ScanMaster have created unlimited first ranking floating charges in favor of the Bank, on all of their assets and rights. The Bank's prior written consent is required for any change in control or in structure in EVS and/or ScanMaster. Bank Consent to Sale The Bank consents to:
ENGLISH SUMMARY OF THE DEBT RESTRUCTURE AGREEMENT (ORIGINAL LANGUAGE – HEBREW)Debt Restructure Agreement • July 15th, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
Description: Letter Agreement pursuant to which Bank Leumi LeIsrael Ltd. (the "Bank"), within the framework of the sale of ScanMaster Ltd., agrees to waive up to $546,000 of existing debt to the Bank and restructure the repayment of the remaining debt, pursuant to the EVS fulfilling certain conditions. Debt Balance EVS confirms its Debt Balance to the Bank is NIS 653,110.40, $1,654,962.94, €105,142.46, $3,116.47, and 39,393 NIS. EVS will pay the Bank $88,000 towards the Debt Balance. Additionally, all funds in EVS' account with the Bank, plus the sums of (i) $490,000, and; (ii) €103,578 which will be withdrawn from ScanMaster Ltd's account with the Bank, will be applied towards the Debt Balance. First Loan - Terms and Interest The Bank will loan $353,000 to EVS, upon EVS's request, to be applied to any part of the Debt Balance, at the Bank's discretion. The loan will be for 5 years, with principal repayable in 17 consecutive quarterly payments commencing January 1, 2011, and interest o
CREDITOR AGREEMENTCreditor Agreement • July 15th, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS CREDITOR AGREEMENT (this “Agreement”) made as of the ____ day of May__, 2010, is made by and among ScanMaster (IRT) Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the "Company") and Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the "Creditor").
LOAN AGREEMENTLoan Agreement • July 15th, 2010 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control
THIS LOAN AGREEMENT (this “Agreement”) made as of the 27th day of May, 2010, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the "Company") and M.S.N.D. Real Estate Holdings Ltd., a company organized under the laws of the State of Israel, of 27 Habarzel Street, Atidim, Tel-Aviv, Israel (the "Lender").
