August 2, 2005 The Persons Identified on Schedule I hereto P.O. Box 9011 Princeton, New Jersey 08543-9011 Ladies and Gentlemen: Medis Technologies Ltd., a Delaware corporation (the "Company"), hereby confirms its agreement with you (collectively,...Purchase Agreement • August 8th, 2005 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
INDENTUREIndenture • July 27th, 2005 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
BETWEENLoan Agreement • April 13th, 2001 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
Exhibit 10.11 AMENDMENT OF LICENSE Made and signed on August 8, 1992 in Ramat- Gan Between: BAR ILAN UNIVERSITY (hereinafter: "The University") on the one part And: THE ISRAEL AIRCRAFT INDUSTRY LTD. Registered Company No. 52-0027194 (hereinafter:...License Agreement • February 8th, 2002 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
MEDIS TECHNOLOGIES INC. 805 3RD AVENUE NEW YORK, NEW YORK AGREEMENTShareholder Agreement • April 13th, 2001 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.1 ------------ MEDIS TECHNOLOGIES LTD. 6% SENIOR CONVERTIBLE NOTES DUE 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2005 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
PURCHASE AGREEMENTPurchase Agreement • July 27th, 2005 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
Exhibit 99.1 Memorandum of Understanding This Memorandum of Understanding ("MOU") memorializes the principal terms between Founder Technology Group Corp. ("Founder"), an entity organized under the laws of the People's Republic of China ("PRC"), with...Memorandum of Understanding • August 2nd, 2007 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
BETWEENDevelopment Agreement • June 2nd, 2004 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2008 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2008, between Medis Technologies Ltd., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.2 ------------ CONSENT AND SIXTH AMENDMENT TO LOAN AGREEMENT SIXITH AMENDMENT (this "Amendment") entered into as of July 26, 2005 between MEDIS TECHNOLOGIES LTD., a Delaware corporation (the "Borrower") and BANK OF AMERICA, N.A. (successor...Loan Agreement • July 27th, 2005 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
ARTICLE IDistributor Agreement • July 28th, 1999 • Medis Technologies LTD
ARTICLE I DEFINITIONSWarrant Agreement • July 28th, 1999 • Medis Technologies LTD
CONFIDENTIALPlacement Agent Agreement • June 20th, 2008 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • June 20th, 2008 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 19, 2008 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Medis Technologies Ltd., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Notwithstanding anything herein to the contrary, in the event that Stockholder Approval has not been obtained and deemed effective prior to the Initial Exercise Date, this Warrant shall only be exercisable into ________1 Warrants Shares until such date that Sto
Warrant to Purchase [ ] Shares of -- Dated: [ ], 2003 Common Stock ----- WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCKWarrant Agreement • October 10th, 2003 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
SPECIAL PERSONAL CONTRACT OF EMPLOYMENT MEDIS EL LTD. EmployeeEmployment Agreement • April 13th, 2001 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
SUBSCRIPTION AGENT AGREEMENT dated _______, 2001 between MEDIS TECHNOLOGIES LTD., a Delaware corporation, with offices at 805 Third Avenue, New York, New York 10022 (the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York limited...Subscription Agent Agreement • November 30th, 2001 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
AGREEMENTResearch and Development • January 4th, 2002 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
EXHIBIT 4.3 THIS WARRANT MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT AS OTHERWISE DESCRIBED BELOW MEDIS TECHNOLOGIES LTD. (Incorporated under the laws of the State of Delaware) VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON , 2005Warrant Agreement • February 1st, 2002 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
Exhibit 99.2 Company Confidential REPRESENTATION AGREEMENT Made as of the 15th day of March, 2008 by and between More Energy Ltd., having its principal office at 2 Yodlat St., Global Park LOD 71281, Israel (hereinafter referred to as the "Company")...Representation Agreement • April 9th, 2008 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
Medis Technologies Ltd. 1,500,000 Shares Common Stock ($.01 par value) Underwriting AgreementUnderwriting Agreement • November 16th, 2006 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
Medis Technologies Ltd., a corporation organized under the laws of Delaware (the “Company”), pursuant to the Share Lending Agreement (the “Share Lending Agreement”), dated as of the date hereof, between the Company and Citigroup Global Markets Limited (“CGML”), acting through Citigroup Global Markets Inc., as agent (in such capacity, the “Agent”), an affiliate of the underwriter named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (in such capacity, the “Representatives”), proposes to issue and sell to CGML as a share loan pursuant to and upon the terms set forth in the Share Lending Agreement 1,500,000 shares of Common Stock, $.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representa
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated February 13, 2009 by and between Medis Technologies Ltd., a Delaware corporation (the “Company”) and Ascendiant Capital Group, LLC (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article 1.
EXHIBIT 10.12 [Translated From Hebrew] AGREEMENT TO EMPLOY A SUBCONTRACTOR AGREEMENT NUMBER RA-2875 (HEREINAFTER: "THE AGREEMENT") ORDER NUMBER ROL 860279 (HEREINAFTER: "THE ORDER") Dated and signed in Haifa on December 11 2001Subcontractor Agreement • January 4th, 2002 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
MEDIS TECHNOLOGIES LTD. Common Stock (par value $0.10 per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 28th, 2007 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
ASSIGNMENT OF LICENSE AGREEMENT BETWEEN ISRAEL AIRCRAFT INDUSTRIES LTD. AND BAR-ILAN UNIVERSITYAssignment of License Agreement • January 4th, 2002 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus
RECITALSTechnology Development Agreement • February 11th, 2000 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • Georgia
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • August 10th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of June 8, 2009 (“Effective Date”), by and among Medis Technologies Ltd., a Delaware corporation (“Company”), and Volation Capital Partners, LLC, a New York limited liability company, doing business as Volation Technology Capital Partners, LLC (including its permitted designees, successors and assigns, “Investor”).
EXCHANGE AGREEMENTExchange Agreement • September 30th, 2008 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of September 28, 2008, by and between Daniel Luchansky (the “Director”) and Medis Technologies Ltd., a Delaware corporation (the “Company”). Each of the Director and the Company are sometimes referred to herein as a “Party” or, collectively, as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This CONSULTING AGREEMENT (this “Agreement”) made as of the 16th day of February, 2009 (the “Effective Date”), by and between MEDIS TECHNOLOGIES LTD., a Delaware corporation, having a principal place of business at 805 Third Avenue, New York, New York 10022 (the “Company”) and ROBERT K. LIFTON, an individual residing at 93 Black Brook Road, Bedford Village, NY 10506 (the “Consultant”).
EXHIBIT 10.6Shareholder Agreements • July 28th, 1999 • Medis Technologies LTD • New York
SEVERANCE AGREEMENTSeverance Agreement • March 31st, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
This Severance Agreement (this “Agreement”) is made and entered as of the 16th day of February, 2009, by and between MEDIS TECHNOLOGIES LTD., a Delaware corporation, having a principal place of business at 805 Third Avenue, New York, New York 10022 (the “Company”) and ROBERT K. LIFTON, an individual residing at 93 Black Brook Road, Bedford Village, New York 10506 (the “Consultant”).
ARTICLE IStock Purchase Agreement • July 28th, 1999 • Medis Technologies LTD • New York
EXHIBIT 10.15 CONSULTANCY AGREEMENT THIS CONSULTANCY AGREEMENT ("Agreement") is made as of the 2nd day of January, 2000 between Medis Technologies Ltd. (the "Company") and Robert Lifton (the "Consultant"), (together with the Company, the "Parties",...Consultancy Agreement • March 26th, 2002 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
MEDIS TECHNOLOGIES LTD. RESTRICTED SHARE AGREEMENTRestricted Share Agreement • August 9th, 2007 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York
WHEREAS, as of April 18, 2007, the Company adopted the Medis Technologies Ltd. 2007 Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things, the grant of restricted shares of common stock, $.01 par value (“Common Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and
