ORBOTECH LTD. 3,850,000 Ordinary Shares Underwriting AgreementUnderwriting Agreement • June 15th, 2016 • Orbotech LTD • Industrial instruments for measurement, display, and control • New York
Orbotech Ltd., an Israeli company (the “Company”), proposes to issue and sell to you (the “Underwriter”) an aggregate of 3,850,000 Ordinary Shares, New Israeli Shekels 0.14 nominal (par) value per share, of the Company (the “Ordinary Shares” and, with respect to the 3,850,000 Ordinary Shares sold hereunder, the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 385,000 Ordinary Shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Ordinary Shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
ORBOTECH LTD. and THE BANK OF NEW YORK MELLON, as Trustee SENIOR INDENTURE Dated as of ,Senior Indenture • December 28th, 2009 • Orbotech LTD • Industrial instruments for measurement, display, and control
WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;
ORBOTECH LTD. and THE BANK OF NEW YORK MELLON, as Trustee SUBORDINATED INDENTURE Dated as of ,Subordinated Indenture • December 28th, 2009 • Orbotech LTD • Industrial instruments for measurement, display, and control
THIS INDENTURE, dated as of , between Orbotech Ltd., a corporation incorporated under the laws of Israel (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”),
ORBOTECH LTD. EQUITY REMUNERATION PLAN FOR KEY EMPLOYEES OF ORBOTECH LTD. AND ITS AFFILIATES AND SUBSIDIARIES (AS AMENDED AND RESTATED, 2005)Equity Remuneration Plan • March 30th, 2006 • Orbotech LTD • Industrial instruments for measurement, display, and control
Financing Agreement—Amendment No.2Financing Agreement • February 24th, 2011 • Orbotech LTD • Industrial instruments for measurement, display, and control
ORBOTECH LTD. Form of Option Agreement pursuant to the 2000 Plan (for participants in the United States, Germany, Hong Kong, Japan, Korea and Taiwan) Incentive Stock Option AgreementIncentive Stock Option Agreement • November 4th, 2010 • Orbotech LTD • Industrial instruments for measurement, display, and control
WHEREAS, the Grantee is now or has been employed by a Foreign Subsidiary of the Company and the Company desires to promote the interests of the Company, its Related Companies and its Foreign Subsidiaries by providing the Grantee incentives to continue and increase his or her efforts with respect to, and/or to remain in the employ of, the Company, its Related Companies and/or its Foreign Subsidiaries and, as an inducement thereto, the Company has determined to award to the Grantee an option to purchase Ordinary Shares of the Company pursuant to the Equity Remuneration Plan for Key Employees of Orbotech Ltd. and its Affiliates and Foreign Subsidiaries (as Amended and Restated, 2005) (the “2000 Plan”).
Discount The Business DivisionFinancing Agreement • February 22nd, 2013 • Orbotech LTD • Industrial instruments for measurement, display, and control
Re: Financing Agreement dated as of December 21, 2009, as amended on May 27, 2010, and again on February 15, 2011 (“hereinafter the Financing Agreement”)
Amendment Agreement Entered into and signed on May 27, 2010 BetweenAmendment Agreement • February 24th, 2011 • Orbotech LTD • Industrial instruments for measurement, display, and control
Whereas on December 21, 2009, an amended financing agreement was signed between the Company and the Bank (hereinafter the “Financing Agreement”); and
Financing Agreement – First Amendment Entered into and signed in Tel Aviv on February 22, 2009Financing Agreement • March 27th, 2009 • Orbotech LTD • Industrial instruments for measurement, display, and control
GUARANTEE AGREEMENT dated as of August 7, 2014, among ORBOTECH, INC., ORBOTECH LTD., THE SUBSIDIARIES OF ORBOTECH LTD. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative AgentGuarantee Agreement • August 7th, 2014 • Orbotech LTD • Industrial instruments for measurement, display, and control • New York
GUARANTEE AGREEMENT dated as of August 7, 2014 (this “Agreement”), among the Company, the Borrower, the Subsidiaries from time to time party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent.
Re: Letter of AgreementLetter of Agreement • February 22nd, 2013 • Orbotech LTD • Industrial instruments for measurement, display, and control
This letter is effective until and no later than March 31, 2013 (hereinafter—the “Effective Date”), if all conditions detailed above are not met by the Effective Date, the agreement pursuant to this letter will be automatically cancelled. If the conditions detailed in Sections 1-4 above are met by the Effective Date, the Bank will deliver to you an appropriate letter of cancellation (including an appropriate notice to the Registrar of Companies regarding the cancellation of the Referenced Charge in the form of Appendix B to this letter) and concurrently with the cancelation of the charge in the records of the Registrar of Companies, the Debenture will be deemed canceled.
CREDIT AGREEMENT dated as of August 7, 2014, Among ORBOTECH, INC., as Borrower, ORBOTECH LTD., as Company, The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, as Sole Lead Arranger and Sole...Credit Agreement • August 7th, 2014 • Orbotech LTD • Industrial instruments for measurement, display, and control • New York
CREDIT AGREEMENT dated as of August 7, 2014, among ORBOTECH LTD., as Company, ORBOTECH, INC., as Borrower, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Appendix AIrrevocable Letter of Undertaking • February 22nd, 2013 • Orbotech LTD • Industrial instruments for measurement, display, and control
Further to the Letter of Agreement dated January 31, 2013 and as an integral part of the Financing Agreement between us signed on December 21, 2009, including all amendments thereto (hereinafter—the “Financing Agreement”), pertaining to the credit facilities and banking services you have provided to us and as part of the other loan documents we have signed to you, we, the undersigned, Orbotech Ltd. registration no. 520035213 (hereinafter—the “Company”), hereby irrevocably declare, agree, testify, confirm and undertake to the Bank, as follows:
ContractJoint Filing Agreement • July 14th, 2009 • Orbotech LTD • Industrial instruments for measurement, display, and control
In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13D, dated July 13, 2009 (including amendments thereto) with respect to the ordinary shares of Orbotech Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Schedule 13D.
DATED 4 July 2014 SHARE SALE AGREEMENT RELATING TO SPTS TECHNOLOGIES GROUP LIMITEDShare Sale Agreement • February 27th, 2015 • Orbotech LTD • Industrial instruments for measurement, display, and control • England and Wales
Shares which is set out opposite its name (or, in the case of each of the Bridgepoint Sellers, set out opposite the name of its nominee) in columns (2) to (5) in the table set out in Part I of Schedule 2 and has the right to sell and vest the legal and beneficial ownership of such Shares in the Buyer free and clear from any Encumbrances.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 11th, 2018 • Orbotech LTD • Industrial instruments for measurement, display, and control
AMENDMENT NO. 1 (this “Amendment”), dated May 11, 2018, to the Agreement and Plan of Merger, dated as of March 18, 2018 (the “Merger Agreement”), among KLA-Tencor Corporation, a Delaware corporation (“Parent”), Tiburon Merger Sub Technologies Ltd., a company organized under the Laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Orbotech Ltd., a company organized under the Laws of the State of Israel (the “Company,” and together with Parent and Merger Sub, the “Parties”). Capitalized terms used in this Amendment and not otherwise defined shall have the meaning given to them in the Merger Agreement.
PLEDGE AGREEMENTPledge Agreement • March 27th, 2009 • Orbotech LTD • Industrial instruments for measurement, display, and control • New York
PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of March 25, 2009 between Orbotech Inc., a Delaware corporation (the “Pledgor”), and Israel Discount Bank Ltd. (the “Pledgee”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • February 24th, 2011 • Orbotech LTD • Industrial instruments for measurement, display, and control
This Settlement Agreement and Mutual General Release (the “Agreement”) is made by and between General Electric Company, a New York Corporation (“GEUS”) and GE Medical Systems Israel Ltd. (“GEMSI”) (collectively “GE”) on the one hand, and Orbotech Ltd. (“Orbotech”) and Orbotech Medical Solutions Ltd. (“OMS”) (collectively “Orbotech”), on the other hand (each, a “Party,” and together, the “Parties”). GE and Orbotech desire to fully and finally resolve and settle any and all claims they have or may have against each other related directly or indirectly to their business relations up to and including the date hereof, including, without limitation, related to Orbotech’s agreement to supply CZT modules for use in medical scanners, the complaint filed by GE in the District Court for the Central District of Israel, File no. 18789-11-09 (the “Complaint” and the “Court”), and to the “Master Agreement”, attached as Annex 2 to the Complaint and the schedules to the Master Agreement (“the Dispute”)
ORBOTECH LTD. [ ] Ordinary Shares Form of Equity Securities Underwriting AgreementEquity Securities Underwriting Agreement • June 9th, 2016 • Orbotech LTD • Industrial instruments for measurement, display, and control • New York
Orbotech Ltd., an Israeli company (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] Ordinary Shares, New Israeli Shekels 0.14 nominal (par) value per share, of the Company (the “Ordinary Shares” and, with respect to the [ ] Ordinary Shares sold hereunder, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] Ordinary Shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Ordinary Shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
COLLATERAL AGREEMENT dated as of August 7, 2014, among ORBOTECH, INC., THE OTHER SUBSIDIARIES OF ORBOTECH LTD. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative AgentCollateral Agreement • August 7th, 2014 • Orbotech LTD • Industrial instruments for measurement, display, and control • New York
COLLATERAL AGREEMENT dated as of August 7, 2014 (this “Agreement”), among the Borrower, the Domestic Subsidiaries from time to time party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent.
Financing Agreement Entered into and signed in Tel Aviv on July 22, 2008Financing Agreement • March 27th, 2009 • Orbotech LTD • Industrial instruments for measurement, display, and control
ContractAsset Purchase Agreement • February 24th, 2011 • Orbotech LTD • Industrial instruments for measurement, display, and control • New York
Certain portions of this agreement have been omitted pursuant to a request for confidential treatment and are replaced herein by [ *** ] . The omitted material has been filed separately with the SEC.
Re: Letter of AgreementLetter of Agreement • February 22nd, 2013 • Orbotech LTD • Industrial instruments for measurement, display, and control
Whereas, on February 22, 2009, you signed a debenture in connection with the Financing Agreement between us dated December 21, 2009, including all amendments thereto (hereinafter: the “Financing Agreement”), in the framework of which you created a first degree floating charge over all of your plant, property, assets, rights and/or any part thereof pari passu with Bank Hapoalim (hereinafter: “BHP”), which was registered as charge number 9 with the Registrar of Companies, and in the framework of which you undertook, among other things, not to create fixed and/or floating charges over your property and/or assets and/or rights and/or any part thereof, for the benefit of any third party, without receiving our prior written consent therefor (hereinafter: the “Debenture”); and
