ENZYMOTEC LTD. (A company organized under the laws of the State of Israel) [●] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products • New York
Jefferies LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement
ENZYMOTEC LTD. (A company organized under the laws of the State of Israel) [·] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2014 • Enzymotec Ltd. • Medicinal chemicals & botanical products • New York
ENZYMOTEC LTD. Adopted: August 21, 2013Enzymotec Ltd. • September 16th, 2013 • Medicinal chemicals & botanical products
between AarhusKarlshamn AB (publ) and Enzymotec Ltd regarding the joint venture company Advanced Lipids ABShareholders’ Agreement • August 22nd, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
ContractLease Agreement • September 16th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
English summary of the Lease Agreement, dated September 17, 2009, by and between the Israeli Land Authority (the "Landlord"), as landlord, and Enzymotec Ltd. (the "Company"), as tenant (the "Original Lease") and the Addendum to the Original Lease dated August 14, 2013 (the "Addendum").
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 27th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [__________], 2013, is entered into by and between Enzymotec Ltd., an Israeli company whose address is Sagi 2000 Industrial Area, Migdal Ha’Emeq 2310001, Israel (the “Company”), and [_______], the/a [insert position of the officer] of the Company whose address is [__________] (the “Indemnitee”).
Joinder to Share Purchase AgreementJoinder Agreement • September 27th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by Israel Secondary Investments (BVI) L.P. (the “Joining Party”) in accordance with Sections 4.3 and 4.4 of that certain the Share Purchase Agreement dated September 27, 2011 (the “Investment Agreement”) by and among Enzymotec Ltd. and investors named therein, as the same may be amended from time to time. Capitalized terms used herein, but not defined, shall have the meaning ascribed to such terms in the Investment Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 30th, 2017 • Enzymotec Ltd. • Medicinal chemicals & botanical products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 28, 2017, by and among Frutarom Ltd., a company organized under the laws of the State of Israel (“Parent”), Frutarom Tech Ltd., a company organized under the laws of the State of Israel and a wholly‑owned subsidiary of Parent (“Merger Sub”), and Enzymotec 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 as defined herein or ascribed thereto in ARTICLE I.
AMENDMENT & JOINDER TO SHARE PURCHASE AGREEMENTJoinder Agreement • July 10th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This Amendment & Joinder Agreement (this “Joinder Agreement”) to the Share Purchase Agreement dated September 27, 2011, which is attached hereto as Exhibit A (the “SPA”), is made and entered into on March 8, 2012 by and among: (i) Enzymotec Ltd., an Israeli company (the "Company"), (ii) Vintage Venture Partners III (Cayman) L.P. and Vintage Venture Partners III (Israel) L.P. (together, "Vintage"), (iii) TPY Capital SA, a Luxembourg corporation ("TPY", and together with Vintage, the “Joining Parties”), and (iv) the Investors listed in Exhibit B attached hereto, constituting the Investors who provided at least 90% of the Investment Amount under the SPA (the "Investors"), which investors include, among others, the remaining entities of Vintage not participating in the transactions contemplated under this Joinder Agreement.
MANUFACTURE AND SUPPLY AGREEMENTManufacture and Supply Agreement • July 10th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This Manufacture and Supply Agreement is made and entered into as of the 15 day of February, 2009 (the "Effective Date"), by and between Enzymotec Ltd., an Israeli company (“Enzymotec”) and PUNJAB Chemicals and Corp Protection Ltd., an Indian company (“Manufacturer”). Enzymotec and Manufacturer are sometimes herein referred to individually as a “party” and collectively the “parties”.
Form of Joinder to Share Purchase AgreementJoinder Agreement • September 27th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by [ ] (the “Joining Party”) in accordance with Sections 4.3 and 4.4 of that certain the Share Purchase Agreement dated September 27, 2011 (the “Investment Agreement”) by and among Enzymotec Ltd. and investors named therein, as the same may be amended from time to time. Capitalized terms used herein, but not defined, shall have the meaning ascribed to such terms in the Investment Agreement.
ENZYMOTEC LTD. INVESTORS’ RIGHTS AGREEMENT DATED SEPTEMBER 27, 2011 INVESTORS’ RIGHTS AGREEMENTRights Agreement • July 10th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 27th day of September, 2011, by and among Enzymotec Ltd., an Israeli company (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and collectively “Investors”.
MEMORANDUM OF UNDERSTANDING BY AND AMONG ANTARCTIC SEA FISHERIES S.A. AND ENZYMOTEC LTD.Enzymotec Ltd. • July 10th, 2013 • Medicinal chemicals & botanical products
This Memorandum of Understanding is entered between /i/. ANTARCTIC SEA FISHERIES S.A., a corporation organized and existing under the laws of Chile, tax payer N° 96.539.160-6, represented by Mr. Enrique Le Dantec B., Chilean tax payer N° 8.882.183-1, and by Mr. Mario Tapia E., Chilean tax payer N° 10.859.639-2, all domiciled at Jorge Montt N°654, Punta Arenas, Chile, hereinafter referred to as “ASF”; and, /ii/. ENZYMOTEC LTD., a company organized and existing under the laws of Israel, tax payer N° [●], represented by Mr. Ariel Katz, both domiciled at of Sagi 2000 Industrial Park, POBox 6, Migdal Hahemek 23106, Israel, hereinafter referred to as “ENZYMOTEC”, all of them referred to jointly as the “Parties”, have agreed on the following Memorandum of Understanding, hereinafter also referred to as the “MOU”:
Joinder to Investors' Rights AgreementJoinder Agreement • July 10th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by Israel Secondary Fund (ISR) L.P. and Israel Secondary Investments (BVI) L.P. (together, the “Joining Parties”) pursuant to the investment made by the Joining Parties in accordance with Section 4.3 of that certain the Share Purchase Agreement dated September 27, 2011 by and among Enzymotec Ltd. and investors named therein, as the same may be amended from time to time.
Joinder to Investors' Rights AgreementJoinder Agreement • July 10th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by TPY Capital SA (the “Joining Party”) pursuant to the investment made by the Joining Party in accordance with Section 4.3 of that certain the Share Purchase Agreement dated September 27, 2011 by and among Enzymotec Ltd. and investors named therein, as the same may be amended from time to time.
Joinder to Share Purchase AgreementJoinder Agreement • September 27th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by Glenrock Israel Ltd. (the “Joining Party”) in accordance with Section 4.3 of that certain the Share Purchase Agreement dated September 27, 2011 (the “Investment Agreement”) by and among Enzymotec Ltd. and investors named therein, as the same may be amended from time to time. Capitalized terms used herein, but not defined, shall have the meaning ascribed to such terms in the Investment Agreement.
Re: Amendment to Manufacture and Supply AgreementEnzymotec Ltd. • September 27th, 2013 • Medicinal chemicals & botanical products
Enzymotec Ltd., and PUNJAB Chemicals and Corp Protection Ltd. (Pharma Div.-Alpha Drug), are parties to a Manufacture and Supply Agreement dated February 15, 2009 (the “Agreement”). The parties would like to make certain Amendment to the Agreement as follows:
AMENDMENT TO MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • July 10th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
THIS AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING (the “Amendment”) is made and entered into as of the 14th day of June, 2013, by and between Antarctic Sea Fisheries, S.A., a corporation organized and existing under the laws of Chile, tax payer N° 96.539.160-6, represented by Mr. Enrique Le Dantec B., Chilean tax payer N° 8.882.183-1, and by Mr. Mario Tapia E., Chilean tax payer N° 10.859.639-2, all domiciled at Jorge Montt N°654, Punta Arenas, Chile (“ASF”); and Enzymotec Ltd., a company organized and existing under the laws of Israel, tax payer N° [●], represented by Mr. Ariel Katz, both domiciled as of Sagi 2000 Industrial Park, POBox 6, Migdal Hahemek 23106, Israel (“Enzymotec”).
ENZYMOTEC LTD. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DATED SEPTEMBER 22, 2013 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 24th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 22nd of September, 2013, by and among Enzymotec Ltd., an Israeli company (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and collectively “Investors”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 10th, 2013 • Enzymotec Ltd. • Medicinal chemicals & botanical products
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 27th day of September 2011, by and among Enzymotec Ltd., an Israeli company (Reg. No. 51-260924-9) with principal offices at P.O. Box 6, Migdal Ha'Emek 23106, Israel (the “Company”) and the Investors listed under Schedule I hereto (each, an “Investor”, and collectively, the “Investors”).
