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
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
FORM OF DISTRIBUTION AGREEMENT Signed at [ ], on [ ] 20[ ].Form of Distribution Agreement • August 4th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
