ADAMA Agricultural Solutions Ltd. Ordinary Shares, par value NIS 1.00 per share Underwriting AgreementUnderwriting Agreement • November 10th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals • New York
economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. [If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering.]
DEED OF CHARGE AND ASSIGNMENT dated September 28, 2004 between DONEGAL RECEIVABLES PURCHASING LIMITED, as the Company and COöPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH, as AgentDeed of Charge and Assignment • November 18th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
OMNIBUS AMENDMENT AGREEMENT dated as of 26 March 2012, by and among DONEGAL RECEIVABLES PURCHASING LIMITED, MAKHTESHIM AGAN INDUSTRIES LTD., NIEUW AMSTERDAM RECEIVABLES CORPORATION, COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., and...Omnibus Amendment Agreement • November 18th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
THIS AGREEMENT (hereinafter: the “Agreement”) is made and entered effective on the 20 day of December 2012, by and between Makhteshim Agan Industries, Ltd., an Israeli company whose principal place of business is Golan Street, Airport City, Israel (hereinafter: the “Company”), and Ignacio Dominguez (hereinafter: the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
THIS AGREEMENT (hereinafter: the “Agreement”) is made and entered on the 22 day of June 2014, by and between ADAMA Agricultural Solutions Ltd., an Israeli company whose principal place of business is Golan Street, Airport City, Israel (hereinafter: the “Company”), and Chen Lichtenstein (hereinafter: the “Employee”).
SUBORDINATED LOAN AGREEMENT dated as of September 28, 2004, as amended as of December 19, 2005, 11 August 2008, and 8 September 2009, and amended and restated as of 22 November 2011, by and among MAKHTESHIM AGAN INDUSTRIES LTD., as Subordinated...Subordinated Loan Agreement • November 18th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
THIS SUBORDINATED LOAN AGREEMENT (this “Agreement”), dated as of September 28, 2004, as amended as of December 19, 2005, 11 August 2008, and 8 September 2009, and amended and restated as of 22 November 2011, by and among MAKHTESHIM AGAN INDUSTRIES LTD., a limited company incorporated under the laws of the State of Israel (the “Subordinated Lender”), DONEGAL RECEIVABLES PURCHASING LIMITED, a limited company incorporated under the laws of the Republic of Ireland (the “Purchaser”), MAKHTESHIM AGAN INDUSTRIES LTD., a limited company incorporated under the laws of the State of Israel (the “Servicer”), as the initial Servicer, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK INTERNATIONAL), LONDON BRANCH, of Thames Court, One Queenhithe, London EC4V 3RL (the “Agent”), as Agent.
RECEIVABLES SERVICING AGREEMENT dated as of September 28, 2004 by and among DONEGAL RECEIVABLES PURCHASING LIMITED, as Purchaser, MAKHTESHIM AGAN INDUSTRIES LTD., as Servicer and COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK...Receivables Servicing Agreement • November 10th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
THIS RECEIVABLES SERVICING AGREEMENT (this “Agreement”), dated as of September 28, 2004, by and among DONEGAL RECEIVABLES PURCHASING LIMITED, a limited company incorporated under the laws of the Republic of Ireland (the “Purchaser”), MAKHTESHIM AGAN INDUSTRIES LTD., a limited company organized under the laws of the State of Israel (“MAI”), as the initial Servicer, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK INTERNATIONAL), LONDON BRANCH, of Thames Court, One Queenhithe, London EC4V 3RL (the “Agent” or “Rabobank”), as Agent for the CP Lender under the Receivables Funding Agreement and as Agent for the Liquidity Banks under the Liquidity Agreement.
PARENT UNDERTAKING AGREEMENT dated as of September 28, 2004, as amended as of 21 January 2010, and amended and restated as of 22 November 2011, by and among MAKHTESHIM AGAN INDUSTRIES LTD., as Parent, DONEGAL RECEIVABLES PURCHASING LIMITED, as...Parent Undertaking Agreement • November 18th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
THIS PARENT UNDERTAKING AGREEMENT (this “Agreement”), dated as of September 28, 2004, as amended as of 21 January 2010, and amended and restated as of 22 November 2011, by and among MAKHTESHIM AGAN INDUSTRIES LTD., a limited company incorporated under the laws of the State of Israel (“MAI” or the “Parent”), DONEGAL RECEIVABLES PURCHASING LIMITED, a limited company incorporated under the laws of the Republic of Ireland (the “Purchaser”), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK INTERNATIONAL), LONDON BRANCH, of Thames Court, One Queenhithe, London EC4V 3RL (the “Agent”), as Agent.
EQUITY INTEREST TRANSFER AGREEMENT Among CHINA NATIONAL AGROCHEMICAL CORPORATION CNAC INTERNATIONAL COMPANY LIMITED ADAMA AGRICULTURAL SOLUTIONS LTD. and ADAMA CELSIUS BV Dated as of October 1, 2014Equity Interest Transfer Agreement • November 10th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals • Hong Kong
EQUITY INTEREST TRANSFER AGREEMENT (this “Agreement”), dated as of October 1, 2014, is entered into by and among CHINA NATIONAL AGROCHEMICAL CORPORATION, a company incorporated in the PRC (the “Seller Parent”), CNAC INTERNATIONAL COMPANY LIMITED, a company incorporated in Hong Kong (the “Seller”), ADAMA AGRICULTURAL SOLUTIONS LTD. (formerly known as “Makhteshim Agan Industries Ltd.”), an Israeli company (the “Purchaser Parent”), and ADAMA CELSIUS BV, a Dutch company (the “Purchaser”, and together with the Seller Parent, the Seller and the Purchaser Parent, collectively the “Parties” and individually a “Party”).
Employment Agreement Made on May 1, 2010 By and between Makhteshim Agan Americas, Inc. (the “Employer) And Shaul Friedland (the “Employee”)Employment Agreement • November 10th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals • Florida
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties agree as follows:
FORM OF PURCHASE AND SALE AGREEMENT dated as of [—] by and between as Seller and DONEGAL RECEIVABLES PURCHASING LIMITED, as PurchaserPurchase and Sale Agreement • November 18th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
THIS PURCHASE AND SALE AGREEMENT, dated as of [—] (this “Agreement”), is by and among [—] (the “Seller”), and DONEGAL RECEIVABLES PURCHASING LIMITED, a limited company incorporated under the laws of the Republic of Ireland (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) made as of June 28, 2011, by and among MAKHTESHIM AGAN INDUSTRIES LTD., an Israeli company (the “Company”), KOOR INDUSTRIES LTD, an Israeli company (“Koor Industries”), and M.A.G.M. CHEMISTRY HOLDINGS LTD., an Israeli company and a wholly-owned subsidiary of Koor Industries (“MAGM,” and together with Koor Industries, “Koor”), and China National Agrochemical Corporation, a limited liability company incorporated in the People’s Republic of China (the “Parent”).
RECEIVABLES FUNDING AGREEMENT dated as of September 28, 2004, as amended as of 11 October 2005, December 19, 2005, 22 January 2007, 2010, 23 March 2011, and amended and restated as of 22 November 2011, by and among DONEGAL RECEIVABLES PURCHASING...Receivables Funding Agreement • November 18th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
THIS RECEIVABLES FUNDING AGREEMENT (this “Agreement”), dated as of September 28, 2004, as amended as of 11 October 2005, December 19, 2005, 22 January 2007, 11 August 2008, 8 September 2009, 21 January 2010, 15 September 2010, 31 December 2010, 23 March 2011, and amended and restated as of 22 November 2011, by and among (A) DONEGAL RECEIVABLES PURCHASING LIMITED, a limited company incorporated under the laws of the Republic of Ireland, as the Purchaser and as the borrower hereunder, (B) THE FINANCIAL INSTITUTIONS FROM TIME TO TIME IDENTIFIED ON SCHEDULE 1 HERETO (the “Facility Lenders”), and (C) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK INTERNATIONAL), LONDON BRANCH, of Thames Court, One Queenhithe, London EC4V 3RL, as Agent.
Form of Blocked Account AgreementBlocked Account Agreement • November 18th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals • England
OMNIBUS AMENDMENT AGREEMENT dated as of August 1, 2012, by and among DONEGAL RECEIVABLES PURCHASING LIMITED, MAKHTESHIM AGAN INDUSTRIES LTD., NIEUW AMSTERDAM RECEIVABLES CORPORATION, COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK BA., and...Omnibus Amendment Agreement • November 10th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
LIQUIDITY AGREEMENT dated as of 22 November 2011, by and among NIEUW AMSTERDAM RECEIVABLES CORPORATION, as Borrower, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, as Liquidity Banks, and COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK...Liquidity Agreement • November 18th, 2014 • Adama Agricultural Solutions Ltd. • Agricultural chemicals
THIS LIQUIDITY AGREEMENT (this “Agreement”), dated as of 22 November 2011, by and among NIEUW AMSTERDAM RECEIVABLES CORPORATION, a Delaware Corporation (the “Borrower”, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO (the “Liquidity Banks”), COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK INTERNATIONAL), LONDON BRANCH, of Thames Court, One Queenhithe, London EC4V 3RL (the “Agent”).
