Standard Contracts
BetweenDistribution Agreement • May 15th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
Exhibit 10.2 PLEDGE AGREEMENT PLEDGE AGREEMENT made as of, June 1, 2002 by and between LUMENIS LTD. (the "Pledgee") and its officer SAGI AVI GENGER (the "Pledgor") (the "Agreement"), W I T N E S S E T H : WHEREAS, Pledgee guaranteed a loan of...Pledge Agreement • November 19th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
LUMENIS LTD.Option Agreement • March 28th, 2003 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
EXHIBIT 3 JOINT FILING AGREEMENT The undersigned parties hereby agree that this Schedule 13D/A filed herewith relating to the ordinary shares, par value NIS 0.10 per share, of Lumenis Ltd. is being filed jointly with the Securities and Exchange...Joint Filing Agreement • July 20th, 2009 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
WITNESSETHAsset Purchase Agreement • March 30th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.19 LOAN AGREEMENTLoan Agreement • April 1st, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.7 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of the __ day of ______, 2002, by and between Lumenis Ltd., a company incorporated under the laws of the State of Israel, with it principal offices at...Indemnification Agreement • April 1st, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 2.3 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 1st, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • Delaware
BETWEENLease Agreement • March 30th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.4 SECOND AMENDMENT TO SUBLEASE THIS SECOND AMENDMENT TO SUBLEASE (this "Second Amendment"), dated as of October 21, 2002, between Coherent, Inc., a Delaware corporation ("Sublessor") and Lumenis, Inc., a Massachusetts corporation...Sublease • November 19th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Employment Offer ----------------Employment Agreement • May 15th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.2 EMPLOYMENT AGREEMENT- YACHA SUTTON This Employment Agreement (the "Agreement") is made and entered into as of March 31, 2000 by and among ESC MEDICAL SYSTEMS LTD., a public company incorporated under the laws of the State of Israel, with...Employment Agreement • May 15th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.1 EMPLOYMENT AGREEMENT - SAGI GENGER This Employment Agreement (the "Agreement") is made and entered into as of July 15, 1999 by and among (i) ESC MEDICAL SYSTEMS, Inc., a Delaware corporation, with its principal offices at 100 Crescent...Employment Agreement • May 15th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.3 EMPLOYMENT AGREEMENT- PETER D'ERRICO January 4, 2000 Peter D'Errico 4 Patriot Drive South Walpole, MA 02071 Dear Peter, It is my pleasure and honor to offer you on behalf of ESC Medical Systems Inc. the position of Corporate...Employment Agreement • May 15th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (this "AGREEMENT") is made and entered into as of January 21, 2003 by and among (i) Lumenis Ltd., a company incorporated under the laws of the State of Israel, with offices at the New...Employment Agreement • March 28th, 2003 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
Exhibit 10.5 November 8, 2002 Mr. Yacha Sutton, CEO Lumenis Ltd. POB 240 Yokneam 20692 ISRAEL Dear Yacha, Re: Termination of Consulting Agreement I would like to confirm our discussion from November 7, 2002, terminating by mutual oral consent the...Consulting Agreement • November 19th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
EXHIBIT 10.2 EMPLOYMENT AGREEMENT - RAFI WERNER June 23, 2000 To: Raffi Werner Dear Raffi: It is my pleasure and honor to offer you on behalf of ESC Sharplan the position of CEO-The Americas. This position will be based out of our North America...Employment Agreement • August 14th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
BY AND AMONGMerger Agreement • March 30th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
Exhibit 10.1 Bank Hapoalim B.M. February 6, 2003 Head Office Corporate Banking Division 41-45 Rothschild Boulevard Tel Aviv To Lumenis Ltd. Reference is made to the following documents made between Lumenis Ltd. (the "Borrower") and/or Lumenis Holdings...Loan Agreement • February 12th, 2003 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
•] Ordinary B Shares Underwriting AgreementUnderwriting Agreement • February 24th, 2014 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
(“Lumenis”) announced today that Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Jefferies LLC, [the joint book-running managers] in the recent public sale of of the Company’s ordinary B shares, are [waiving] [releasing] a lock-up restriction with respect to of the Company’s ordinary [B] shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 [, the ordinary shares will be reclassified as ordinary B shares as a result of the [waiver] [release]], and the shares may be sold on or after such date. [As a result of the [waiver] [release], an equivalent, pro-rata percentage of the ordinary shares held by all shareholders of Lumenis will be reclassified as tradable ordinary B shares.]
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is mad and entered into as of July 1, 2001 by and among (i) Lumenis Inc., with its principal offices at 375 Park Avenue, New York, NY, U.S.A., and MR. SAGI GENGER (the...Employment Agreement • November 19th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Date: November 19, 2002 Reference is made to the following documents made between Lumenis Ltd. (the "Borrower") and Bank Hapoalim B.M. (the "Bank"): (i) the Short Term Credit Line Letter dated April 24, 2001 (the "Letter"), (ii) the Loan Agreement...Loan Agreement • November 19th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.35 AMENDMENT TO THE EMPLOYMENT AGREEMENT FOR A GENERAL MANAGER (GESCHAFTSFUHRER-ANSTELLUNGEVERTRAG) DATED JANUARY 16, 1996Employment Agreement • March 30th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.3 October 22, 2002 Ms. Leen Simonet Executive Vice President and Chief Financial Officer Coherent, Inc. 5100 Patrick Henry Drive Post Office Box 54980 Santa Clara, CA 95056 Dear Leen: This letter will confirm our mutual agreement to modify...Promissory Note Modification • November 19th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
This letter will confirm our mutual agreement to modify the terms of the Promissory Note, dated as of April 30, 2001, from ESC Medical Systems Ltd., n/k/a "Lumenis Ltd." ("Payor") and Coherent, Inc. ("Payee"), in the principal amount of $12,904,000 (the "Note"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note.
AGREEMENT AND PLAN OF MERGER by and among LAGUNA HOLDCO LTD. LAGUNA MERGER SUB LTD. and LUMENIS LTD. Dated as of June 18, 2015Merger Agreement • July 9th, 2015 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 18, 2015 by and among Laguna Holdco Ltd., a company organized under the laws of the State of Israel (“Parent”), Laguna Merger Sub Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), and Lumenis Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
TRANS-RESOURCES, INC. 375 Park Avenue New York, New York 10152Office Services Agreement • April 1st, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.23 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of January 21, 2003 by and among (i) Lumenis Ltd. Lumenis Inc., with its principal offices at 375 Park Avenue, New York, NY, U.S.A. ("Lumenis...Employment Agreement • March 28th, 2003 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
This Employment Agreement (the "Agreement") is made and entered into as of January 21, 2003 by and among (i) Lumenis Ltd. Lumenis Inc., with its principal offices at 375 Park Avenue, New York, NY, U.S.A. ("Lumenis Inc.") (ii) Lumenis Ltd., a public company incorporated under the laws of the State of Israel, with its principal offices at the New Industrial Park, Yokneam, Israel ("Lumenis Ltd.", together with Lumenis Inc., shall be referred to hereunder as the "Companies"), and (iii) Mr. Sagi Genger (the "Executive").
BY AND AMONGAsset Purchase Agreement • March 20th, 2001 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
ContractWarrant Agreement • June 30th, 2009 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
THIS WARRANT AND ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE THEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION (OTHER THAN PURSUANT TO RULE 144, PROVIDED THAT THE COMPANY HAS RECEIVED CUSTOMARY REPRESENTATIONS CERTIFYING AS TO THE AVAILABILITY OF SUCH RULE 144), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 6th, 2014 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
For the purpose of this Agreement, “Expenses” shall include, without limitation, attorneys’ fees and all other costs, expenses and obligations paid or incurred by Indemnitee in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any claim relating to any matter for which indemnification hereunder may be provided. Expenses shall be considered paid or incurred by Indemnitee at such time as Indemnitee is required to pay or incur such cost or expenses, including upon receipt of an invoice or payment demand. The Company shall pay the Expenses in accordance with the provisions of Section1.3.
ContractWarrant Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
THIS WARRANT AND ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE THEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION (OTHER THAN PURSUANT TO RULE 144(k), PROVIDED THAT THE COMPANY HAS RECEIVED CUSTOMARY REPRESENTATIONS CERTIFYING AS TO THE AVAILABILITY OF SUCH RULE 144(k)), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
LUMENIS LTD. andBonus Rights Agreement • April 18th, 2003 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
LUMENIS LTD. Adopted: January 30, 2007, As Amended May 12, 20132007 Share Incentive Plan • June 4th, 2013 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
In addition to the issuance of Awards under the relevant tax regimes in the United States of America and the State of Israel, the Plan contemplates issuances to Grantees in other jurisdictions with respect to which the Committee is empowered to make the requisite adjustments in the Plan and set forth the relevant conditions in the Company’s agreement with the Grantee in order to comply with the requirements of the tax regimes in any such jurisdictions.
EXHIBIT 10.1 EMPLOYMENT AGREEMENT - ALON MAOR ESC SHARPLAN LTD., having its registered office at No. 31 Kowa Bldg., 19-1 Shirokanedai 3-chome, Minato-ku, Tokyo (hereinafter the "Company") and ALON MAOR, residing at No. 103 Japan Plaza, 8-11...Employment Agreement • August 14th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies
andBonus Rights Agreement • April 17th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
