ITAMAR MEDICAL LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of _______________, 2019Deposit Agreement • December 31st, 2018 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2020 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • New York
Itamar Medical Ltd. American Depositary Shares Each Representing Thirty Ordinary Shares (par value NIS 0.01 per share) SALES AGREEMENTSales Agreement • November 18th, 2020 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • New York
Itamar Medical Ltd., a company limited by shares organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILEDItamar Medical Agreement • January 30th, 2019 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • New York
This MASTER PRODUCTS AND SERVICES AGREEMENT (“Agreement”) is made and entered into as of this 16 day of August 2007 (the “Effective Date”) by and between KAISER FOUNDATION HEALTH PLAN, INC., a California nonprofit public benefit corporation (“Customer”) and Itamar Medical Inc, a Delaware Corporation (“Supplier”), having its principal place of business at 160 Speen St. Framingham, MA, and remains in effect for 2 years commencing on the Effective Date and expiring on August 15, 2009 unless terminated or extended as provided herein (the “Term”). Customer and Supplier agree as follows:
PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILEDDistribution Agreement • December 31st, 2018 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • New York
The DISTRIBUTION Agreement by and between Itamar Medical Ltd., an Israeli company, having a place of business at 9 Halamish Street, P.O. Box 3579, Caesarea 38900, Israel, (“Itamar”), and Distributor (as defined below) consists of (a) the Distribution Agreement attached hereto (the “Distribution Agreement” or the “Agreement”) and (b) this Data Exhibit, which is an integral part of the Distribution Agreement. In any case of contradiction between the provisions of this Data Exhibit and the Distribution Agreement, the provisions of the Distribution Agreement shall prevail.
WARRANT AGREEMENTWarrant Agreement • April 3rd, 2020 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
In connection with the Credit Facility Agreement between the Company and the Bank dated February 9, 2020 (the “Credit Agreement”), the Company agrees to grant the Bank an additional Warrant (the “Warrant”) to purchase up to 359,140 ordinary shares with a nominal value NIS 0.01 each of the Company (“Ordinary Shares”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 13th, 2021 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated September 13, 2021, is by and among (i) ZOLL Medical Corporation, a Massachusetts corporation (“Parent”), (ii) Zeus Merger Sub Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), (iii) solely for purposes of Section 4.3(b) (with respect to itself only) and Section 9.14, Asahi Kasei Corporation (“Guarantor”) and (iv) Itamar Medical Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Guarantor (solely for purposes of Section 4.3(b) (with respect to itself only) and Section 9.14), Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2018 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2018, by and between Itamar Medical Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and the person or entity indicated in the signature page hereto (the “Purchaser”). Purchaser and Company shall hereinafter be referred to as the "Parties".
Unprotected Lease AgreementUnprotected Lease Agreement • January 30th, 2019 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
Whereas the Company is the sublessee and owns exclusive rights of possession in the land with an area of approximately 1.1011 acres, known as lot 1005 on part of block 1 on parcel 10658 and which is located in the Business and Industry Park in Caesarea (hereinafter: the "Lot");
SECURITIES PURCHASE AGREEMENT by and among ITAMAR MEDICAL LTD. and THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO January 28, 2019Securities Purchase Agreement • January 30th, 2019 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2019, by and among Itamar Medical Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”).
RE: EXTENSION OF PREVIOUS WARRANTSItamar Medical Ltd. • April 3rd, 2020 • Surgical & medical instruments & apparatus
Itamar Medical Ltd. (hereinafter: the “Company”) currently intends to enter into an amendment to the framework agreement with Holder, under which the existing framework agreement shall be extended, and certain additional terms shall be amended.
SECURITIES PURCHASE AGREEMENT by and among ITAMAR MEDICAL LTD. and THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO January 16, 2019Securities Purchase Agreement • January 30th, 2019 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2019, by and among Itamar Medical Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”).
Rental agreementRental Agreement • January 28th, 2020 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
Whereas The lessor is a company that deals in the construction and leasing of industrial buildings and buildings for lease;
Re: CREDIT AGREEMENTCredit Agreement • November 18th, 2020 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
This Credit Agreement replaces the Credit Agreement dated February 9, 2020 (the “Previous Agreement”). It is clarified that the provisions of this Agreement shall apply to the Credit provided in the framework of the facilities under the Previous Agreement, as the case may be.
UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2021 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • New York
ContractMaster Products and Services Agreement • January 14th, 2020 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • California
In compliance with Regulation S-K Item 601(b)(10)(iv), certain identified information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed CONTRACT NO. 5881 MASTER PRODUCTS AND SERVICES AGREEMENT This MASTER PRODUCTS AND SERVICES AGREEMENT ("Agreement") is made and entered into as of this 1st day of April 2019 (the "Effective Date") by and between KAISER FOUNDATION HEALTH PLAN, INC. ("Kaiser") and ltamar Medical Inc. ("Supplier"). This Agreement commences on the Effective Date and expires on March 315 \ 2022,unless terminated or extended as provided herein (the "Term"). Kaiser and Supplier agree as follows: 1. DEFINITIONS 1.1 "Acceptance" means a Customer' s verification that the Product and/or Service conforms to the Specifications,is ready for commercial use and all required documentation has been delivered. 1.2 "Customer" means any KP Entity purchasing Products under this Agreement. 1.3 "C
Itamar Medical Ltd. (the “Company”) Letter of Indemnification (the “Letter” or the “Indemnification Letter”)Itamar Medical Ltd. • December 31st, 2018 • Surgical & medical instruments & apparatus
PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILEDSupplemental Agreement • October 9th, 2018 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
VA National Acquisition Center Federal Supply Schedule Service 001AL-A2-2 PO Box 76, Bldg 37 Hines, IL 60141 Overnight Delivery should be mailed or hand delivered to the address located in Block 16 x SMALL BUSINESS ¨ HUBZONE SMALL BUSINESS ¨ SERVICE DISABLED VETERAN OWNED SMALL BUSINESS ¨ 8(A)
CLOSING WARRANT AGREEMENTClosing Warrant Agreement • August 20th, 2018 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
In connection with the Share Purchase Agreement (the “Purchase Agreement”) between the Company and the Investor dated August 26, 2015, pursuant to which the Investor shall invest in the Company, the Company agrees to grant the Investor a Warrant (the “Warrant”) to purchase a number of ordinary shares with a nominal value NIS 0.01 each of the Company (“Ordinary Shares”) equal to 50% of the number of the Closing Shares purchased by the Investor under and pursuant to the Purchase Agreement at the Closing.
RE: Extension of Previous WarrantItamar Medical Ltd. • April 10th, 2019 • Surgical & medical instruments & apparatus
In the framework of the negotiations, and in order to induce Holder to enter into the framework agreement and to extend credit to the Company, Company has agreed to extend the warrant period for all outstanding warrants granted to Holder, as set forth below.
WARRANT AGREEMENTWarrant Agreement • December 31st, 2018 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
In connection with the Credit Facility Agreement (the “Credit Agreement”) between the Company and the Bank dated March 29, 2017, the Company agrees to grant the Bank a Warrant (the “Warrant”) to purchase up to 798,088 ordinary shares with a nominal value NIS 0.01 each of the Company (“Ordinary Shares”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 13th, 2021 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
VOTING AND SUPPORT AGREEMENT (this “Support Agreement”), dated as of [—], 2021, by and between ZOLL Medical Corporation, a Massachusetts corporation (“Parent”), and [—] (“Shareholder”).
PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILEDItamar Medical Ltd. • October 19th, 2018 • Surgical & medical instruments & apparatus
VA National Acquisition Center Federal Supply Schedule Service 001AL-A2-2 PO Box 76, Bldg 37 Hines, IL 60141 Overnight Delivery should be mailed or hand delivered to the address located in Block 16 ¨ SERVICE DISABLED VETERAN OWNED SMALL BUSINESS ¨ 8(A)
Re: Credit AgreementSecurity Agreement • April 3rd, 2020 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus • Delaware
We are setting forth in writing the agreements reached between us in connection with the Credit Line and the loans made available to the Company, from time to time, in reliance on this Agreement and in reliance of a specific credit agreement and/or specific loan agreement that will be submitted to you in the future, from time to time, in reliance on this Credit Agreement. In addition to the provisions of this Agreement, the terms of the Line of Credit and all of the loans that will be provided to the Company, under any of the credit frameworks (hereinafter: the “Credit”), shall be in accordance with and subject to the “Account Opening Application” and/or “Account Changes” and “Account Management Packet” and “Credit Packet for a Business Customer,” and all of the appendices and amendments in which we have engaged with the Bank, as well as subject to any specific credit / loan agreement or otherwise, between the Company and the Bank (hereinafter: the “Credit Documents”), and all of the p
