OFFER TO PURCHASE FOR CASH ALL OF THE OUTSTANDING ORDINARY SHARES OF B.V.R. SYSTEMS (1998) LTD. AT $0.18 PER SHARE BY CHUN HOLDINGS LTD., A CORPORATION CONTROLLED BY AVIV TZIDON, AERONAUTICS DEFENSE SYSTEMS LTD. AND ITS TECHNOLOGIES PTE. LTD.Offer to Purchase • November 21st, 2003 • BVR Systems 1998 LTD • Services-computer integrated systems design
VOTING AGREEMENTVoting Agreement • July 20th, 2011 • R.V.B. Holdings LTD • Services-computer integrated systems design
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 3, 2011, by and between (i) Greenstone Industries Ltd. (“Greenstone”), an Israeli publicly listed company and (ii) Mazal Resources B.V., a company organized under the laws of the Netherlands (“Mazal”). Each may also be referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 2nd, 2006 • BVR Systems 1998 LTD • Services-computer integrated systems design
This Share Purchase Agreement is made and entered into effective as of March 2004 by and among BVR Systems (1998) Ltd. (“BVR”), a company organized under the laws of the State of Israel, with offices at 16 Hamelacha Street, Rosh Ha’ayin, Israel, and the purchasers as listed in Schedule A (each a “Purchaser” and together the “Purchasers”).
SHARE PURCHASE AGREEMENTSecurities Agreement • August 23rd, 2017 • Eviation Aircraft Ltd. • Services-computer integrated systems design
This Share Purchase Agreement (the "Agreement") is made and entered into as of August 17th, 2017 (the "Effective Date"), by and between EVIATION AIRCRAFT LTD., a company incorporated under the laws of Israel, Company #520043621 (the "Company"), with offices at HaOfeh 1, Kadima-Tzoran, Israel, and the investors identified in Schedule 1 attached hereto (each an "Investor" and together the "Investors"). The Company and the Investors each are referred herein as a "Party" and together as the "Parties".
JOINT FILING AGREEMENTJoint Filing Agreement • January 23rd, 2012 • R.V.B. Holdings LTD • Services-computer integrated systems design
By this Agreement, the undersigned agree that this Statement on Schedule 13G being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the securities of R.V.B. Holdings Ltd. is being filed on behalf of each of us.
UNOFFICIAL FREE TRANSLATION TO ENGLISH] Termination of Service Provider AgreementTermination of Service Provider Agreement • April 30th, 2012 • R.V.B. Holdings LTD • Services-computer integrated systems design
Whereas on July 3, 2011, the Company, the Management Company and the Consultant (collectively, the “Parties”) entered into a Service Provider Agreement (the “Agreement”); and
FREE TRANSLATION FROM HEBREW INTO ENGLISH] Service Provider AgreementService Provider Agreement • July 20th, 2011 • R.V.B. Holdings LTD • Services-computer integrated systems design
ASSET PURCHASE AGREEMENT BY AND BETWEEN ELBIT SYSTEMS LTD., as Buyer AND BVR SYSTEMS (1998) LTD., as Seller Dated July 19, 2009Asset Purchase Agreement • June 29th, 2010 • R.V.B. Holdings LTD • Services-computer integrated systems design
REGISTRATION RIGHTS AGREEMENT among EVIATION AIRCRAFT LTD. and CERTAIN SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • August 23rd, 2017 • Eviation Aircraft Ltd. • Services-computer integrated systems design
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of the __ day of August, 2017, by Eviation Aircraft Ltd., a limited liability company existing under the laws of Israel (the “Company”) with registration number No. 520043621, with a registered address at HaOfeh 1, Kadima-Tzoran, 60920 Israel, and the shareholders listed in Schedule A hereto, each of which is herein referred to as an “Shareholder” or “Holder”, and together, the “Shareholders” or the “Holders”.
Personal Employment AgreementPersonal Employment Agreement • May 16th, 2017 • Eviation Aircraft Ltd. • Services-computer integrated systems design
This personal Employment Agreement (the “Agreement”) is made and entered into as of July the 1st 2016 by and between Eviation Tech Ltd. registration number 515443182 a company incorporated in the State of Israel, having its offices at 1 Ha’Ofe Street, Kadima, Israel, 6092000 (the “Company”), and Omer Bar-Yohay 1.D. number 031549330 residing at 25 Ha’Arava street, Sde-Yitzhaq, Israel, 3884000 (the “Employee”).
Memorandum of UnderstandingsMemorandum of Understanding • May 16th, 2017 • Eviation Aircraft Ltd. • Services-computer integrated systems design • New York
This memorandum of understandings (the “MOU”) is made on the 5th day of February, 2016 (the “Effective Date”) by and between Eviation Ltd., a company in the process of incorporation (the “Company”), with offices at Qadima 60920, Israel and Laminar Research, having its’ primary place of residence in the state of South Carolina, USA, with offices at 5001 Radcliffe Rd (referred to as “LR”). The Company and LR shall be each referred to as a “Party” and collectively, the “Parties”.
Loan and Security AgreementLoan and Security Agreement • May 16th, 2017 • Eviation Aircraft Ltd. • Services-computer integrated systems design
This Loan and Security Agreement (the “Agreement”) is made and entered into and with an effective date as of this 17 day of July, 2016 (the “Effective Date”), by and between Eviation Ltd., an Israeli company (the “Company”) and each of the lenders listed in Exhibit A (the “Lenders”) (each a “Party” and collectively the “Parties”).
TERMINATION AGREEMENTTermination Agreement • April 30th, 2012 • R.V.B. Holdings LTD • Services-computer integrated systems design
This Termination Agreement (this “Agreement”) is made and entered into as of November 29, 2011, by and between Greenstone Industries Ltd., an Israeli publicly listed company ("Greenstone") and Mazal Resources B.V., a company organized under the laws of the Netherlands ("Mazal").
Binding Memorandum of UnderstandingBinding Memorandum of Understanding • April 27th, 2018 • Eviation Aircraft Ltd. • Services-computer integrated systems design
This Binding Memorandum of Understanding (“MOU”) is made and entered into as of February 18, 2018 (the “Effective Date”),by and between Eviation Aircraft Ltd., an Israeli company (the “Company”) and Udi Sheleg of 59 Redington road, London, UK (“Udi”) (the Company and the Investor shall together be referred to herein as the “Parties”).
SHAREHOLDERS AGREEMENTShareholders Agreement • July 20th, 2011 • R.V.B. Holdings LTD • Services-computer integrated systems design
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of July 3, 2011 (the “Agreement Date”), by and between (i) R.V.B. Holdings Ltd., a company organized under the laws of the State of Israel (“R.V.B”), an Israeli publicly listed company and (ii) Mazal Resources B.V., a company organized under the laws of the state of Netherland (“Mazal”). Each may also be referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
Eviation Aircraft Ltd. Eviation Aircraft enters into a Share Purchase Agreement with Timon Ltd.Share Purchase Agreement • January 3rd, 2019 • Eviation Aircraft Ltd. • Services-computer integrated systems design
On January 3, 2019, Eviation Aircraft Ltd. (the “Company”) entered into a Share Purchase Agreement with Timon Ltd., an Isle of Man company (the “SPA” and the “Investor”, respectively). Pursuant to the terms of the SPA, the Investor made an investment in the Company in the aggregate amount of US$ 10,000,000 (the “Investment Amount”).
Technology Evaluation AgreementTechnology Evaluation Agreement • April 27th, 2018 • Eviation Aircraft Ltd. • Services-computer integrated systems design
Siemens develops and manufactures electrical propulsion units for aviation. Customer develops and manufactures aircrafts - in particular an electrically powered 9-seat commuter airplane - for which it wishes to test the electrical propulsion unit from Siemens, with such testing being conducted by Customer under its sole responsibility. Therefore Siemens shall hand an electrical propulsion unit over to customer for a limited period of time to enable Customer to evaluate and test the technology for Customer’s purposes consistent with the agreed-to protocol set forth in this Agreement. Customer shall test the electrical propulsion unit and implement it into a Customer aircraft as described in Annex 1 (hereinafter “Aircraft”) on its own account and risk for non-military testing purposes. Customer shall report to Siemens the testing data.
ADMINISTRATIVE SERVICE AGREEMENTAdministrative Service Agreement • May 16th, 2017 • Eviation Aircraft Ltd. • Services-computer integrated systems design
THIS ADMINISTRATIVE SERVICE AGREEMENT (the "Agreement") is executed on November 30, 2015 (the "Effective Date"), by and between Eviation Ltd., a company in the process of incorporation (the "Company"), represented by Mr. Aviv Tzidon and Mr. Michael Ilan, acting as entrepreneurs on behalf of the Company and Phinergy Ltd., company number 514354786, with registered address at 2 Yodfat Street, Lod, Israel, 7129104 (the "Phinergy").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 2nd, 2006 • BVR Systems 1998 LTD • Services-computer integrated systems design
This Share Purchase Agreement is made and entered into effective as of March 5, 2006 by and among BVR Systems (1998) Ltd. (“BVR”), a company organized under the laws of the State of Israel, with offices at 16 Hamelacha Street, Rosh Ha’ayin, Israel, and Nir Dor acting on behalf of a limited partnership (in formation) (the “Purchaser”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 16th, 2017 • Eviation Aircraft Ltd. • Services-computer integrated systems design
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption Agreement") is made and effective as of this 17th day of July 2016, by each of Aviv Tzidon of Slozisty 50 street Tel-Aviv, Israel, and by Magic Stone - Gemstone Import and Marketing Ltd., a company organized under the laws of the State of Israel (each a “Assignor”, and collectively, the “Assignors”) and Eviation Tech Ltd., a company under the law of Israel having ID # 515443182 (the “Assignee”)
RE: IRREVOCABLE OFFER TO PURCHASE THE SHARES OF BVR SYSTEMS (1998) LTD. (THE "COMPANY")Irrevocable Offer to Purchase Shares • November 21st, 2003 • BVR Systems 1998 LTD • Services-computer integrated systems design
AGREEMENT Made and entered into at Tel Aviv on the 12th day of the month of December in the year 2010Purchase Agreement • December 20th, 2010 • R.V.B. Holdings LTD • Services-computer integrated systems design
BY AND BETWEEN: Greenstone Industries Ltd. public company no. 52-003134-5 of 21 Ha’arba’ah Street, Platinum House Tel Aviv 64739 (hereinafter, “Greenstone”, the “Purchaser”) of the first part AND: A. O. Tzidon (1999) Ltd. a company fully held by Aviv Tzidon private company no. 512720855 of 12 Zlotzisti Street, apartment 50 Tel Aviv (hereinafter, “A. O. Tzidon”) of the second part AND: Mr. Aviv Tzidon, I.D. no. 54502422 of 12 Zlotzisti Street, apartment 50 Tel Aviv (hereinafter, “Aviv Tzidon”) of the third part; (hereinafter, the “Parties”) (Aviv Tzidon and A.O. Tzidon shall hereinafter be jointly and severally referred to as the “Seller”)
ContractPartnership Agreement • September 16th, 2010 • R.V.B. Holdings LTD • Services-computer integrated systems design
The following text is an English summary of the foreign language agreement executed in Hebrew. Such summary is submitted in accordance with Exchange Act Rule 12b-12(d).
Eviation Aircraft Ltd. Eviation Aircraft enters into a Note Purchase Agreement with Clermont Energy Pte. Ltd.Note Purchase Agreement • January 3rd, 2019 • Eviation Aircraft Ltd. • Services-computer integrated systems design
On January 3, 2019, Eviation Aircraft Ltd. (the “Company”) entered into a Note Purchase Agreement with Clermont Energy Pte. Ltd., a company incorporated in Singapore (the “NPA” and the “Investor”, respectively). Pursuant to the terms of the NPA, the Company will, subject to the fulfillment of certain conditions as set out in the NPA, issue to the Investor a convertible promissory note (the “Note”, and the date on which the Note will be issued, the “Closing Date”), in consideration for a loan to the Company from the Investor in the aggregate amount of US$76 million (the “Purchase Price”). Subject to the conditions described below, the Note will be convertible into such number of Series A Preferred Shares of no par value of the Company representing 70% of the total number of issued and outstanding shares of the Company on a fully diluted, as-converted basis as of the date of conversion of the Note (the “Conversion Shares”). An initial amount of US$10 million on account of the Purchase Pr
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 10th, 2011 • R.V.B. Holdings LTD • Services-computer integrated systems design
This SHARE PURCHASE AGREEMENT (this "Agreement") is entered into as of February 6th, 2011 ("Effective Date"), by and among H.S.N. General Managers Holdings LP., an Israeli Limited Partnership (Reg. No. 55-022309-3) of 4 Berkovitz Street (at Erdinast Ben Nathan & Co.), Tel Aviv, Israel 64238 (the "Seller") and A.O. Tzidon (1999) Ltd., an Israeli private company (Reg. N. 51-272085-5, and/or Mr. Aviv Tzidon, an Israeli citizen (I.D. No. 054502422), both of 12 Zlocisti Street, Tel Aviv, Israel (collectively, the "Purchaser"). The Seller and the Purchaser shall hereinafter be referred to as the "Parties".
Translation from the HebrewShare Purchase Agreement • February 10th, 2011 • R.V.B. Holdings LTD • Services-computer integrated systems design
LICENSE AND SERVICES AGREEMENTLicense and Services Agreement • May 16th, 2017 • Eviation Aircraft Ltd. • Services-computer integrated systems design • Illinois
This License and Services Agreement (the "Agreement") is made and entered into as of the 01 day of September, 2015 (the "Effective Date"), by and between Mr. Aviv Tzidon, having a principal address at Slozisty 12 street Tel-Aviv, Israel and/or a company to be incorporated/owned by him for the purpose of developing and commercializing electric propulsion aviation (collectively hereinafter, "EViation"), and Mr. John McGinnis, for himself and on behalf of his companies, Synergy Aircraft LLC and MC Squared Design USA LLC, having a principal address at 415 Windward Way, Kalispell MT, USA ("McGinnis"). EViation and McGinnis are sometimes herein referred to individually as a "party" and collectively the "parties".
SERVICES AGREEMENTServices Agreement • July 20th, 2011 • R.V.B. Holdings LTD • Services-computer integrated systems design
This Services Agreement (“Agreement”) is made as of July 14, 2011 by and between (i) Greenstone Industries Ltd., a company organized under the laws of the State of Israel (the "Service Provider"); and (ii) R.V.B. Holdings Ltd., a company organized under the laws of the State of Israel ("RVB"); (each of the Service Provider and RVB - a "Party" and collectively- the "Parties").
Translation of the Principal Terms of Cooperation Agreement with MLMCooperation Agreement • May 2nd, 2006 • BVR Systems 1998 LTD • Services-computer integrated systems design
