MAZOR ROBOTICS LTD.Deposit Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER by and among GIVEN IMAGING LTD., ORIDION MEDICAL 1987 LTD., ORIDION SYSTEMS LTD., COVIDIEN ISRAEL HOLDINGS LTD., BELINOM LTD. and MAZOR ROBOTICS LTD. Dated as of September 20, 2018Merger Agreement • September 24th, 2018 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 20, 2018 by and among Given Imaging Ltd., a company organized under the laws of the State of Israel (“Parent 1”), Oridion Medical 1987 Ltd., a company organized under the laws of the State of Israel (“Parent 2”), Oridion Systems Ltd., a company organized under the laws of the State of Israel (“Parent 3”), Covidien Israel Holdings Ltd., a company organized under the laws of the State of Israel (“Parent 4” and together with Parent 1, Parent 2 and Parent 3, collectively and individually, the “Parent”), Belinom Ltd., a company organized under the laws of the State of Israel and a wholly‑owned subsidiary of Parent (“Merger Sub”), and Mazor Robotics 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.
GUARANTYGuaranty • September 24th, 2018 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
GUARANTY dated as of September 20, 2018 (this “Guaranty”) by Covidien International Finance S.A., a company organized under the laws of Luxembourg, and having its principal place of business at Bd. Prince Henri 3b, 4th Floor, Luxembourg L-1724 (the “Guarantor”), and Mazor Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”).
REGISTRATION RIGHTS AGREEMENT dated September 27, 2012 among MAZOR ROBOTICS LTD. and THE SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into September 27, 2012 among MAZOR ROBOTICS LTD., a company organized in Israel (the “Company”), and the shareholders identified on Schedule 1 attached hereto (each, a “Shareholder” and collectively, the “Shareholders”).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • April 30th, 2018 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
This First Amendment (the “Amendment”) to that certain Purchase Agreement dated as of May 18, 2016 (the “Purchase Agreement”) by and between Mazor Robotics Ltd., a company incorporated under the laws of the State of Israel (the “Company”) and Covidien Group S.A.R.L., a company incorporated under the laws of Grand Duchess of Luxembourg (the “Investor”) is made as of this 29th day of August 2017. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
Confidential portions have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission (the “Commission”)** EXCLUSIVE LEAD SHARING AND DISTRIBUTION AGREEMENTExclusive Lead Sharing and Distribution Agreement • May 1st, 2017 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus • Delaware
Unofficial English translation from Hebrew original) Mazor Robotics Ltd. Industrial Park South, Caesarea Tel. 04-6270171 Fax. 04-6377234 Personal/Special Employment Agreement Entered into and executed in Caesarea on 12 December 2007Personal/Special Employment Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
Confidential portions have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission (the “Commission”)** AMENDED AND RESTATED EXCLUSIVE LEAD SHARING AND DISTRIBUTION AGREEMENTExclusive Lead Sharing and Distribution Agreement • April 30th, 2018 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus • Delaware
MAZOR ROBOTICS LTD. ORDINARY SHARES PURCHASE WARRANTOrdinary Shares Purchase Warrant • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
This Warrant is issued pursuant to that certain Share Purchase Agreement among the Company, the Warrant Holder and others purchasers named therein, dated August 8, 2012, (the “Agreement”).
Re: Extension and Term under Sub-Contracting AgreementSub-Contracting Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
Reference is made to that certain Sub-Contracting Agreement dated September 28, 2005 by and between the undersigned (the "Agreement"). All capitalized terms used herein, which are not otherwise defined herein, shall have the meaning ascribed to them in the Agreement.
Unofficial English translation from Hebrew original) EMPLOYMENT CONTRACT Made and Signed in Tel Aviv on 26th December, 2007Employment Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
Subject to receipt of the approvals required pursuant to the Companies Law, the Company shall pay you the following payments:
Unofficial English translation from Hebrew original) PERSONAL / SPECIAL EMPLOYMENT CONTRACT Made and signed in Nesher on Tuesday, July 22, 2003Personal Employment Contract • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
Whereas the Company wishes to regulate the terms and conditions of the Employee’s employment with and retirement from the Company, in accordance with and as provided below in this contract;
Manufacturing Agreement Between Mazor Surgical Technologies ("Mazor", or “the Client”) and Yizrael Tamuz Ltd. (“Tamuz" or "the Manufacturer”)Manufacturing Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
This agreement regarding the SpineAssist – Workstation (hereafter: "the system") including any version or successive device.
Unofficial English translation from Hebrew original) Allocation Agreement Drawn up and signed in Tel Aviv on February [____]2011Allocation Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
AMENDMENT #2 TO EXCLUSIVE LEAD SHARING AND DISTRIBUTION AGREEMENTExclusive Lead Sharing and Distribution Agreement • May 1st, 2017 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
THIS AMENDMENT TO EXCLUSIVE LEAD SHARING AND DISTRIBUTION AGREEMENT (this “Amendment”) is made effective as of this 22 day of December, 2016 (the “Amendment Effective Date”) by and between Mazor Robotics Ltd., with a principal office located at 7 HaEshel Street, Caesarea Park South, Israel 3088900 (“Mazor”) and Medtronic Navigation, Inc., having a principal office located at 826 Coal Creek Circle, Louisville, CO 80027 (“Medtronic” and, together with Mazor, the “Parties”) to that certain Exclusive Lead Sharing and Distribution Agreement (the “Agreement”) entered into effective as of May 18, 2016 (the “Agreement Effective Date”).
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
This Personal Employment Agreement (this “Agreement”) is executed as of April 9th ,2013, and effective as of January 1, 2013 (the "Effective Date"), by and between Mazor Robotics Ltd., company no. 513009043, a company organized under the laws of the State of Israel, having its principal office at 7 HaEshel St., Caesarea Park, Israel (the “Company”) and Ori Hadomi, ID No. 22936025, residing at Vitkin 37, Ramat Hasharon, Israel (the “CEO” or "Employee").
PURCHASE AGREEMENTPurchase Agreement • May 1st, 2017 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
NOW, THEREFORE, in consideration of the mutual agreements, covenants and other promises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows:
Conversion Employment agreement Entered and signed on May 1, 2014 (the "Agreement") BETWEEN Mazor Robotics Ltd. CNPJ: 513009043 (the "Company")Conversion Employment Agreement • May 2nd, 2016 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
Whereas: On December 26, 2007, the Company entered into an employment agreement with Adereth as Chairman of the Board of Directors (the "Employment Agreement"). The Employment Agreement is attached hereto as Exhibit A.
SUB-CONTRUCTING & SUPPLY AGREEMENTSub-Contracting Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
This sub-contracting agreement (the “Agreement”) is entered into this 28 day of September, 2005, by and between Mazor Surgical Technologies Ltd. of 7 HaEshel Street, Southern Caesarea Industrial Park, P.O.B 3104, Israel 38900, a company organized and existing under the laws of Israel ("Mazor"), and MPS Micro Precision Systems AG of Eckweg 8, PO Box 6121, CH-2500 Biel-Bienne 6, Switzerland, a company organized and existing under the laws of Switzerland ("MPS" or the “Supplier”).
AMENDMENT # 1 TO EXCLUSIVE LEAD SHARING AND DISTRIBUTION AGREEMENTExclusive Lead Sharing and Distribution Agreement • May 1st, 2017 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
THIS AMENDMENT # 1 TO EXCLUSIVE LEAD SHARING AND DISTRIBUTION AGREEMENT (this “Amendment”) is made effective as of this 24 day of October, 2016 (the “Effective Date”) by and between Mazor Robotics Ltd., with a principal office located at 7 HaEshel Street, Caesarea Park South, Israel 3088900 (“Mazor”) and Medtronic Navigation, Inc., having a principal office located at 826 Coal Creek Circle, Louisville, CO 80027 (“Medtronic” and, together with Mazor, the “Parties”) to that certain Exclusive Lead Sharing and Distribution Agreement (the “Agreement”) entered into effective as of May 18, 2016.
Unofficial English translation from Hebrew original) PERSONAL / SPECIAL EMPLOYMENT CONTRACT Made and signed in Nesher on November 28, 2000 Between: Mr Eliyahu Zehavi of 3 Kariv Street, Haifa 34761 (hereinafter – the “Employee”) of the one part And:...Personal Employment Contract • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
For the avoidance of doubt, the aforesaid does not deny the Company the right to terminate the Employee’s employment forthwith in the event of dismissal in circumstances denying the Employee the right to severance pay.
Re: Extension and Term under Manufacturing AgreementManufacturing Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
Reference is made to that certain Manufacturing Agreement dated February 15, 2005, as amended on May, 2007 and on August, 2012 by and between the undersigned (together the "Agreement"). All capitalized terms used herein, which are not otherwise defined herein, shall have the meaning ascribed to them in the Agreement.
MAZOR ROBOTICS LTD. SHARE PURCHASE AGREEMENT DATED AS OF AUGUST 8, 2012Share Purchase Agreement • May 10th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), is dated as of August 8, 2012, by and among Mazor Robotics Ltd., a company incorporated in Israel (the “Company”), and the purchasers identified in Schedule 1.1 attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Insert number of american depositary shares] MAZOR ROBOTICS LTD. American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2013 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus • New York
Mazor Robotics Ltd., an Israeli company (the “Company”), proposes to sell [●] American Depositary Shares (“ADSs”) (the “Firm ADSs”), each representing two ordinary shares, par value NIS 0.01 per share, of the Company (the “Ordinary Shares”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [●] additional ADSs on the terms set forth in Section 3 (the “Option ADSs”). The Firm ADSs and the Option ADSs, if purchased, are hereinafter collectively called the “ADSs”. This Agreement is to confirm the agreement concerning the purchase of the ADSs from the Company by the Underwriters.
