Blue Square Israel LTD /Adr/ Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • July 7th, 2003 • Blue Square Israel LTD /Adr/ • Retail-department stores
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Deposit Agreement Dated as of August 6, 1996
Deposit Agreement • January 2nd, 2008 • Blue Square Israel LTD /Adr/ • Retail-department stores • New York
LEASE AGREEMENT Made and entered into at Rosh Ha’ayin on August 13, 2006
Lease Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS In the scope of a reorganization the Lessee transferred to the Lessor its rights in real estate properties which were owned by it, including the properties mentioned in the schedule attached to this Agreement as Appendix A, pursuant to a split agreement dated April 2, 2006 and a transfer agreement dated June 21, 2006 (hereinafter respectively: “the Properties”; “the Spin-off Agreement”; “the Transfer Agreement”); and

Unofficial Translation] DEED OF TRUST signed on February 18, 2010 Between:
Deed of Trust • June 24th, 2010 • Blue Square Israel LTD /Adr/ • Retail-department stores
Unofficial Translation] DEED OF TRUST This Deed of Trust was made and entered into on the 5th day of August 2003
Deed of Trust • June 30th, 2004 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The board of directors of the Company resolved on July 31, 2003 to issue by way of a private placement, to a group of investors who are investors of the type mentioned in the First Schedule to the Securities Law, 5728-1968, a series of debentures as described below: (1) a series of NIS 200,000,000 par value registered debentures (Series A) of NIS 1 par value each; (2) a series of NIS 200,000,000 par value registered debentures (Series B) of NIS 1 par value each, all in the manner and according to the conditions as stipulated in this Deed of Trust; and

Unofficial Translation] AGREEMENT made and entered into between the parties at Tel Aviv on the 3rd day of June 2010
Purchase Agreement • June 24th, 2010 • Blue Square Israel LTD /Adr/ • Retail-department stores

Blue Square Real Estate Ltd., Dirot Yukra Ltd. and Gindi Investments 1 Ltd. will henceforth be referred to collectively as – “the Interested Parties”; and

DEED OF TRUST Made and entered at Tel Aviv on the 14th day of August 2006
Deed of Trust • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The board of directors of the Company decided on August 13, 2006 to approve an issue of Debentures (Series B), in accordance with the terms and conditions of the Prospectus; and

UNDERWRITING AGREEMENT Made and entered into at Tel Aviv on the 15th day of August, 2006 Between
Underwriting Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The Company is due to publish a prospectus pursuant to which it will offer the public 2,500,000 ordinary shares, NIS 100,000,000 par value Debentures (Series A) linked to the index and convertible into ordinary shares of the Company, and NIS 650,000,000 par value Debentures (Series B) linked to the index (hereinafter: “the Securities”); and

Unofficial Translation] COLLECTIVE AGREEMENT made and entered into at Rosh Ha’ayin on the 13th day of August 2003
Collective Agreement • June 30th, 2004 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The parties have conducted negotiations and have reached agreements regarding the status and the rights of the Company's employees following the sale and transfer of the Company to new controlling shareholders in the Company, as set forth in this Agreement;

unofficial translation from Hebrew original] SPECIAL COLLECTIVE AGREEMENT
Special Collective Agreement • June 30th, 2005 • Blue Square Israel LTD /Adr/ • Retail-department stores

Between: And: BLUE SQUARE - ISRAEL LTD. (hereinafter - “the Company”) THE MAOF HISTADRUT Workers Committee (hereinafter - “the Workers' Representation”) of the one part of the other part

Special Collective Agreement Signed on July 16, 2007
Special Collective Agreement • June 26th, 2008 • Blue Square Israel LTD /Adr/ • Retail-department stores

Blue Square - Israel Ltd. The New General Federation of Workers Histadrut Hamaof Union of Clerical, Administrative & Public Service Employees The Central Committee

Unofficial Translation] AGREEMENT Made and entered into on the 31st day of March 2009 Between
Real Estate Transfer Agreement • June 24th, 2010 • Blue Square Israel LTD /Adr/ • Retail-department stores

Notwithstanding the foregoing, it is agreed that on the date of closing the parties will do an accounting in relation to the financial costs in respect of the financial liabilities for the period between the effective date and the date of closing (hereinafter: “the Interim Period”), in a way that the Seller will bear the financial costs vis-à-vis the Bank/the financial entity providing the finance, which apply on the total financial liabilities in respect of the Interim Period, while the Buyer will pay the Seller in respect of the total financial liabilities interest at a rate equivalent to on-call interest (as defined below), for the period commencing from the effective date and up to the date of closing, with it in any event being agreed that the Buyer will not bear the financial costs which exceed the financial costs that would have applied to it in respect of the Interim Period had the transaction been executed on the effective date (where for these purposes the calculation shall b

DEED OF TRUST Made and entered at Tel Aviv on the 14th day of August 2006
Deed of Trust • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The board of directors of the Company decided on August 13, 2006 to approve an issue of Debentures (Series A), in accordance with the terms and conditions of the Prospectus; and

Unofficial Translation] DEED OF TRUST made and entered into at Tel Aviv on the 19th day of May 2009
Deed of Trust • June 24th, 2010 • Blue Square Israel LTD /Adr/ • Retail-department stores
Contract
Special Collective Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

Special Collective Agreement Made and entered into on April 26, 2006 Collective Agreements Law, 5717-1957 This collective agreement was duly registered on July 15, 2006 Its no. being : 153/2006 Shlomo Yitzhak, Adv. The Chief Labor Relations Officer

Contract
Appendix to Agreement • June 23rd, 2003 • Blue Square Israel LTD /Adr/ • Retail-department stores

THE SYMBOL “***” DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Unofficial Translation] AGREEMENT made and entered into between the parties at Tel Aviv on the 3rd day of June 2010
Land Sale Agreement • June 24th, 2010 • Blue Square Israel LTD /Adr/ • Retail-department stores

Blue Square Real Estate Ltd., Dirot Yukra Ltd. and Gindi Investments 1 Ltd. will henceforth be referred to collectively as – “the Interested Parties”; and

AGREEMENT
Real Estate Transfer Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The Seller engages in the operating of a chain of retail stores and is also the owner of activities in the field of letting, management, development and improvement of real estate properties owned by it; and

Special Collective Agreement Signed on the 5th day of April 2009
Special Collective Agreement • June 29th, 2009 • Blue Square Israel LTD /Adr/ • Retail-department stores
Contract
Distribution Agreement • June 23rd, 2003 • Blue Square Israel LTD /Adr/ • Retail-department stores

THE SYMBOL “***” DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

AGREEMENT Made and entered at Tel Aviv on the 23rd day of June 2006
Lease Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: On October 11, 2005 a framework agreement was signed between the parties (hereinafter: “the Framework Agreement”) in the scope of which it was agreed that the Lessor would let real estate properties owned by the Lessor to the Lessee and the Lessee would hire such real estate properties from the Lessor; and

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AGREEMENT Between
Agreement • June 29th, 2006 • Blue Square Israel LTD /Adr/ • Retail-department stores

BLUE SQUARE CHAIN INVESTMENTS & PROPERTIES LTD. Publ. Co. 52-003618-7 (hereinafter: "Properties & Investments") And BLUE SQUARE CHAIN (HYPER HYPER) LTD. Pvte. Co. [sic] 52-003667-4 (hereinafter: "Hyper Hyper") whose address is 2 Amal Street, Afek Park, Rosh Ha'ayin

Unofficial Translation] PROTOCOL Made and entered into at Tel Aviv on the 11th day of April 2010
Protocol • June 24th, 2010 • Blue Square Israel LTD /Adr/ • Retail-department stores

The parties have reached an agreed wording of the Sale Agreements (including the appendices thereto) between each of the individual parties who make up the Sellers and the Purchaser in connection with the purchase of rights of leasehold in portion of the land known as Parcel 92, 93, 95, 114 and 242 Block 7104 (hereinafter collectively: “the Agreements”). The final texts of the Agreements are attached to this Protocol, marked with the letter “A”, and constitute an integral part hereof.

SALE AGREEMENT Made and entered into at Tel Aviv on the 2nd day of August 2007 Between:
Sale Agreement • June 26th, 2008 • Blue Square Israel LTD /Adr/ • Retail-department stores

In this Agreement each of the terms mentioned below will have the meaning set opposite it, unless the context necessitates a different meaning:

Unofficial Translation] SPECIAL COLLECTIVE AGREEMENT made and entered into at Rosh Ha’ayin on October 15, 2003 – Between – BLUE SQUARE – ISRAEL LTD.
Special Collective Agreement • June 30th, 2004 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: By virtue of the economic needs of the Employer to perform recovery operations from time to time, and in view of the cut-backs required from time to time in the number of members of the staff at headquarters, at the logistics center, in the offices, in distribution, in warehouses, in shops and in the remaining facilities of the Company (hereinafter: “the Recovery Procedure”) the parties have arrived at the agreements which are more fully particularized below in this Agreement; and

Unofficial English translation] SALE OF SHARES AGREEMENT Made and entered into at Tel Aviv on the 3rd day of August 2008
Sale of Shares Agreement • June 29th, 2009 • Blue Square Israel LTD /Adr/ • Retail-department stores

Between TOYCORE LTD., Pvte. Co. 511413916 MR. AVNER KATZ, I.D. 057807315 MR. DORON YANAI, I.D. 022206262 MR. RONEN LEVY, I.D. 059739573 AVI KATZ MARKETING LTD., Pvte. Co. 511675662 (hereinafter: “Katz Marketing”) LEVY R.S. MANAGEMENT AND INVESTMENT LTD., Pvte. Co. 514032291 (hereinafter: “Levy Management”) (hereinafter jointly and severally and with joint guarantee: “Katz” or “the Sellers”)

Contract
Addendum to Agreement • June 23rd, 2003 • Blue Square Israel LTD /Adr/ • Retail-department stores

THE SYMBOL “***” DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Special Collective Agreement Made and entered into on May 29, 2006
Special Collective Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS the parties desire to mutually increase the provisions transferred by the employee and the Company to a savings fund;

Translation from Hebrew Original] Agreement Composed and signed in Rosh Ha’Ayin on ______Month __________ 2003 Between Blue Square - Israel Ltd. Public Company No. 52-004284-7 2 Amal St. Rosh Ha’Ayin (hereinafter: “Blue Square”)
Agreement • June 23rd, 2003 • Blue Square Israel LTD /Adr/ • Retail-department stores

Since Blue Square, only, has invested in the construction and development of an electronic trade site, named BLUECENTER, as defined below,

AGREEMENT Made and entered on the 21st day of June 2006
Transfer Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS The Seller carries on business in operating a chain of retail stores and is the owner of activities in the field of letting, management, development and improvement of real estate properties owned by it; and

AGREEMENT FOR PROVIDING OF SERVICES Made and entered at Rosh Ha’ayin on the 13th day of August, 2006
Services Agreements • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The parties are desirous that Blue Square provide the Company with services in connection with the Company's activities, as described in this Agreement; and

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