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
WITNESSETHAsset Purchase Agreement • March 30th, 2000 • Esc Medical Systems 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
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
Exhibit 10.19 LOAN AGREEMENTLoan Agreement • April 1st, 2002 • Lumenis 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
BetweenDistribution Agreement • May 15th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
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 10.1 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
withEmployment Agreement • March 30th, 2000 • Esc Medical Systems 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
BETWEENUnprotected Lease Agreement • March 30th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies
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
LUMENIS LTD. Adopted: January 30, 2007, As Amended May 12, 2013Restricted Share Unit • 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 10.23 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").
AGREEMENT AND PLAN OF MERGER by and among LAGUNA HOLDCO LTD. LAGUNA MERGER SUB LTD. and LUMENIS LTD. Dated as of June 18, 2015Agreement and Plan of Merger • 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.
BY AND AMONGAsset Purchase Agreement • March 20th, 2001 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
ContractLumenis LTD • June 30th, 2009 • 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.
•] 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.]
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...Lumenis LTD • November 19th, 2002 • Wholesale-medical, dental & hospital equipment & supplies
ContractLumenis LTD • May 1st, 2007 • 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.
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.
LUMENIS LTD. andBonus Rights Agreement • April 18th, 2003 • 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
Employment Offer ----------------Employment Agreement • May 15th, 2000 • Esc Medical Systems LTD • Wholesale-medical, dental & hospital equipment & supplies
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
Re: Request for Repayment Postponement and Amendment of Restructuring Agreement and Schedule 13.25Lumenis LTD • March 28th, 2013 • Wholesale-medical, dental & hospital equipment & supplies
Reference is hereby made to that certain Restructuring Agreement dated September 29, 2006, as amended (the “Restructuring Agreement”), by and between Bank Hapoalim B.M. (the “Bank”) and Lumenis Ltd., a company incorporated under the laws of the State of Israel, registration number 52-004255-7 (the “Borrower”), and to Schedule 13.25 of the Restructuring Agreement entitled Financial Covenants, as amended (the “Financial Covenants Letter”). Terms and expressions defined in the Restructuring Agreement shall have the same meaning and construction when used in this letter. References to clauses mentioned herein respectively relate to the same clauses in the Restructuring Agreement. Reference is also made to that certain letter agreement between the Borrower and the Bank dated June 28, 2012 regarding payment postponement (“June Letter Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2005 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
This Employment Agreement (“Agreement”) is made and entered into as of November 16, 2004 by and between (i) LUMENIS LTD., with its principal offices at Yokneam Industrial Park, Yokneam, Israel (“Company”), and (ii) Daphna Kedmi (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2005 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
This Employment Agreement (“Agreement”) is made and entered into on December 28, 2004 by and between (i) LUMENIS Ltd., with its principal offices at Yokneam Industrial Park, Yokneam Israel (“Company”), and (ii) Ruth Shaked (“Executive”).
Exhibit 10.1 CONSULTING AGREEMENT (the "Agreement") Between: Lumenis Ltd., a company registered in and organized under the laws of the State of Israel, having its usual place of business at: Yokneam Industrial Park, P.O.B. 240, Yokneam 20692 Israel...Consulting Agreement • August 15th, 2002 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Registration Rights’ AgreementRegistration Rights’ Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
This Registration Rights’ Agreement (this “Agreement”) is entered into as of the 5 day of December, 2006, by and among LUMENIS LTD., a company incorporated under the laws of the State of Israel Yokneam Industrial Park, P.O.B. 240, Yokneam 20692, Israel (the “Company”), the entities and individuals whose name and address is listed on Schedule 1 attached hereto (each an “Investor” and collectively, the “Investors”) and Bank Hapoalim B.M. (the “Bank”, and collectively with the Investors, the “Holders”).
EXHIBIT 1 TAG ALONG AGREEMENT THIS TAG ALONG AGREEMENT (this "AGREEMENT") is entered into as of the 28 day of June, 2009, by and among LM Partners L.P. ("LM" or the "SHAREHOLDER") and Bank Hapoalim B.M. (the "BANK). WHEREAS, the Shareholder is a...Tag Along Agreement • July 20th, 2009 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • Tel-Aviv
