CAESARSTONE SDOT-YAM LTD. [ ] Ordinary Shares Underwriting AgreementUnderwriting Agreement • March 6th, 2012 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products • New York
Caesarstone Sdot-Yam Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] ordinary shares, par value NIS [ ] per share, of the Company, and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [ ] ordinary shares of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [ ] ordinary shares of the Company as and to the extent indicated in Schedule 2 hereto (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are
CAESARSTONE SDOT-YAM LTD. 7,775,000 Ordinary Shares Underwriting AgreementCaesarStone Sdot-Yam Ltd. • April 17th, 2013 • Cut stone & stone products • New York
Certain shareholders of Caesarstone Sdot-Yam Ltd., a company organized under the laws of the State of Israel (the “Company”), named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,775,000 ordinary shares, par value NIS 0.04 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,166,250 ordinary shares of the Company (the “Option Shares”) as and to the extent indicated in Schedule 2 hereto. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
CAESARSTONE SDOT-YAM LTD. REGISTRATION RIGHTS AGREEMENT DATED JULY , 2011Registration Rights Agreement • February 16th, 2012 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the th day of July, 2011 (the “Effective Date”) by and among CaesarStone Sdot-Yam Ltd., an Israeli company (the “Company”), Kibbutz Sdot-Yam Agricultural Cooperative Society Ltd. (the “Kibbutz”) and the Tene entities listed on Schedule A hereof (“Tene”, and together with the Kibbutz, the “Existing Shareholders”).
5,500,000 Ordinary Shares Underwriting AgreementCaesarStone Sdot-Yam Ltd. • May 30th, 2014 • Cut stone & stone products • New York
Mikroman Madencilik Mining Hisarardi Koyo Yatagan Mugla TurkeyCaesarstone Ltd. • March 22nd, 2021 • Cut stone & stone products
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Mikroman to Caesarstone Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2021 and until December 31, 2021. Upon both parties' signing on at the bottom of this agreement (this " Agreement"), it will constitute a binding framework agreement between Mikroman and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Mikroman undertakes to comply with any and all laws, regulations, rules and standards and any Caesarstone policies relating the Products and services provided herein.
SHARE PURCHASE AGREEMENT by and among U.S. QUARTZ PRODUCTS, INC. a California corporation CAESAR STONE SDOT-YAM LTD. an Israeli company THE SHAREHOLDERS OF U.S. QUARTZ PRODUCTS, INC. LISTED ON SCHEDULE I HERETO and JOSEPH SALIAH, AS THE SHAREHOLDERS’...Share Purchase Agreement • February 16th, 2012 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 18, 2011 by and among U.S. QUARTZ PRODUCTS, INC., a California corporation (“Company”); CAESAR STONE SDOT-YAM LTD., an Israeli company (the “Purchaser” (which may designate one of its affiliates as Purchaser prior to the Closing pursuant to Section 10.9); the shareholders of the Company, except for the Purchaser, listed in Schedule I hereto (together the “Selling Shareholders” and each a “Selling Shareholder”), and JOSEPH SALIAH, the Shareholders’ Representative (the “Shareholders’ Representative”). Certain capitalized terms used in this Agreement and not otherwise defined herein are defined or referenced in Exhibit A.
CONTRACT IS-110\14 DATED June 5, 2014Contract • March 12th, 2015 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
The installation works, Cold Tests included shall be performed by Supplier in accordance with the time scheduled set in the Agreement.
To Polat Maden Sanayi ve Ticaret A.S. (Collectively, "Polat Maden") Istanbul, Turkey Dear Enver Sever, Siamak Jalili, Didem Polat Following our discussions, here is a summary of our agreement re supply during 2015.CaesarStone Sdot-Yam Ltd. • March 12th, 2015 • Cut stone & stone products
AMENDMENT dated January 2nd, 2013 to the Contract n° IS-110/12 dated October 18th , 2012CaesarStone Sdot-Yam Ltd. • March 12th, 2015 • Cut stone & stone products
*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
ADDENDUM TO SERVICES AND DIVISION OF EXPENSES AGREEMENT DATE JULY 20, 2011 (“THE ADDENDUM”)Addendum to Services and Division of Expenses Agreement • February 16th, 2012 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
Addendum to Manpower Agreement dated July 20, 2011 Entered into in Kibbutz Sdot Yam in July 2015Manpower Agreement • March 7th, 2016 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
February 6, 2012CaesarStone Sdot-Yam Ltd. • March 19th, 2012 • Cut stone & stone products
LAND USE AGREEMENTLand Use Agreement • February 16th, 2012 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
To Polat Maden Polat Maden Sanayi ve Ticaret A.S. (Collectively, "Polat Maden") Istanbul, Turkey Dear Enver Sever, Siamak Jalili, Didem PolatCaesarStone Sdot-Yam Ltd. • March 7th, 2016 • Cut stone & stone products • England
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Polat Maden to Caesarstone Sdot-Yam Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2016 and until December 31, 2016. Upon both parties' signing on at the bottom of this letter agreement (this "Letter Agreement"), it will constitute a binding framework agreement between Polat Maden and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Polat Maden undertakes to comply with any applicable laws and regulations with respect to the Products and services provided herein.
Polat Maden Polat Maden Sanayi ve Ticaret A.S. (Collectively, "Polat Maden") Istanbul, TurkeyCaesarstone Ltd. • March 22nd, 2021 • Cut stone & stone products
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Polat Maden to Caesarstone Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2021 and until December 31, 2021. Upon both parties' signing on at the bottom of this agreement (this " Agreement"), it will constitute a binding framework agreement between Polat Maden and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Polat Maden undertakes to comply with any and all laws, regulations, rules and standards and any Caesarstone policies relating the Products and services provided herein.
Extension of Registration Rights Agreement dated July 21, 2011Extension of Registration Rights Agreement • February 16th, 2012 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
Polat Maden Polat Maden Sanayi ve Ticaret A.S. (Collectively, "Polat Maden") Istanbul, TurkeyCaesarstone Ltd. • March 23rd, 2020 • Cut stone & stone products
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Polat Maden to Caesarstone Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2020 and until December 31, 2020. Upon both parties' signing on at the bottom of this agreement (this " Agreement"), it will constitute a binding framework agreement between Polat Maden and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Polat Maden undertakes to comply with any and all laws, regulations, rules and standards and any Caesarstone policies relating the Products and services provided herein.
Agreement for Services and Distribution of Expenses Entered into in Kibbutz Sdot Yam in July 2015CaesarStone Sdot-Yam Ltd. • March 7th, 2016 • Cut stone & stone products
Subject to the approval of this Agreement by the Company's general meeting of shareholders, in accordance with the provisions of Section 275 of the Companies Law, the Company hereby declares and undertakes to the Kibbutz that:
ContractCaesarstone Ltd. • March 12th, 2018 • Cut stone & stone products
ADDENDUM DATED July 4th 2013 TO PURCHASE AGREEMENT – BRETON – CAESARSTONE Nr. IS-110/12 dated October 18th 2012Purchase Agreement • March 12th, 2015 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
WHEREAS, BRETON S.p.A. ("Supplier") and CAESARSTONE SDOT-YAM LTD. ("Buyer") had entered into a purchase agreement Nr. IS-110/12 dated of October 18, 2012 (the "Main Agreement"); and
Agreement for the provision of services and the allocation of expensesAgreement • March 15th, 2022 • Caesarstone Ltd. • Cut stone & stone products
Whereas, On July 20, 2011, the Company and the Kibbutz executed an agreement between them for the provision of services and the allocation of expenses, which was replaced in July 2015 (the “Original Agreement”);
Mikroman Madencilik Mining Hisarardi Koyo Yatagan Mugla TurkeyCaesarstone Ltd. • March 23rd, 2020 • Cut stone & stone products
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Mikroman to Caesarstone Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2020 and until December 31, 2020. Upon both parties' signing on at the bottom of this agreement (this " Agreement"), it will constitute a binding framework agreement between Mikroman and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Mikroman undertakes to comply with any and all laws, regulations, rules and standards and any Caesarstone policies relating the Products and services provided herein.
CONTRACT N° IS-110/12 DATED October 18th , 2012CaesarStone Sdot-Yam Ltd. • March 12th, 2015 • Cut stone & stone products
*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
Polat Maden Polat Maden Sanayi ve Ticaret A.S. (Collectively, "Polat Maden") Istanbul, TurkeyCaesarstone Ltd. • March 14th, 2019 • Cut stone & stone products
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Polat Maden to Caesarstone Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2019 and until December 31, 2019. Upon both parties' signing on at the bottom of this letter agreement (this "Letter Agreement"), it will constitute a binding framework agreement between Polat Maden and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Polat Maden undertakes to comply with any applicable laws and regulations with respect to the Products and services provided herein.
AGREEMENT FOR PROVISION OF SERVICES AND DIVISION OF EXPENSESCaesarStone Sdot-Yam Ltd. • February 16th, 2012 • Cut stone & stone products
WHEREAS The offices of the Company’s management, as also one of its production plants, are located on land which lies in the areas of Kibbutz Sdot Yam; and
Polat Maden Polat Maden Sanayi ve Ticaret A.S. (Collectively, "Polat Maden") Istanbul, TurkeyCaesarstone Ltd. • March 13th, 2017 • Cut stone & stone products • England
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Polat Maden to Caesarstone Sdot-Yam Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2017 and until December 31, 2017. Upon both parties' signing on at the bottom of this letter agreement (this "Letter Agreement"), it will constitute a binding framework agreement between Polat Maden and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Polat Maden undertakes to comply with any applicable laws and regulations with respect to the Products and services provided herein.
ADDENDUM TO LAND USE AGREEMENT DATE JULY 20, 2011 (“THE ADDENDUM”)Land Use Agreement • February 16th, 2012 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
ADDENDUM TO SALE AND LEASE-BACK AGREEMENT DATED MARCH 31, 2011 (“THE ADDENDUM”)Sale and Lease-Back Agreement • February 16th, 2012 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
Polat Maden Polat Maden Sanayi ve Ticaret A.S. (Collectively, "Polat Maden") Istanbul, TurkeyCaesarstone Ltd. • March 15th, 2022 • Cut stone & stone products • England
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Polat Maden to Caesarstone Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2022 and until December 31, 2022. Upon both parties' signing on at the bottom of this agreement (this " Agreement"), it will constitute a binding framework agreement between Polat Maden and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Polat Maden undertakes to comply with any and all laws, regulations, rules and standards and any Caesarstone policies relating the Products and services provided herein.
Mikroman Madencilik Mining Hisarardi Koyo Yatagan Mugla TurkeyCaesarstone Ltd. • March 14th, 2019 • Cut stone & stone products
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Mikroman to Caesarstone Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2019 and until December 31, 2019. Upon both parties' signing on at the bottom of this letter agreement (this "Letter Agreement"), it will constitute a binding framework agreement between Mikroman and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Mikroman undertakes to comply with any applicable laws and regulations with respect to the Products and services provided herein.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 15th, 2022 • Caesarstone Ltd. • Cut stone & stone products
This MANAGEMENT SERVICES AGREEMENT (the “Agreement”), effective as of this 12 day of October, 2021 (the “Effective Date”), is entered into by and between Caesarstone Ltd. (hereinafter the “Company”), an Israeli company with a principal place of business at Kibbutz Sdot-Yam, MP Menashe, Israel 3780400, and Tene Growth Capital 3 Funds Management Company Ltd. (hereinafter “Tene”), an Israeli company that serves as the management company of the general partner of Tene Investment in Projects 2016, L.P. limited partnership, with a principal place of business at 4 Berkovich St., Tel-Aviv, Israel 64238 (each of Company and Tene may also be referred to as a “Party” and collectively as the “Parties”).
February 6, 2012CaesarStone Sdot-Yam Ltd. • February 16th, 2012 • Cut stone & stone products
CAESARSTONE LTD. REGISTRATION RIGHTS AGREEMENT DATED JULY 21, 2011 (as last amended on September 19, 2017)Registration Rights Agreement • March 12th, 2018 • Caesarstone Ltd. • Cut stone & stone products
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 21th day of July, 2011 (the “Effective Date”) by and among CaesarStone Ltd., an Israeli company (the “Company”), Kibbutz Sdot-Yam Agricultural Cooperative Society Ltd. (the “Kibbutz”) and the Tene entities listed on Schedule A hereof (“Tene”, and together with the Kibbutz, the “Existing Shareholders”).
Mikroman Madencilik Mining Hisarardi Koyo Yatagan Mugla TurkeyCaesarstone Ltd. • March 12th, 2018 • Cut stone & stone products
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Mikroman to Caesarstone Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2018 and until December 31, 2018. Upon both parties' signing on at the bottom of this letter agreement (this "Letter Agreement"), it will constitute a binding framework agreement between Mikroman and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Mikroman undertakes to comply with any applicable laws and regulations with respect to the Products and services provided herein.
SALE AND LEASE-BACK AGREEMENTSale and Lease-Back Agreement • February 16th, 2012 • CaesarStone Sdot-Yam Ltd. • Cut stone & stone products
