Compromise Agreement Made and executed on March 11, 2007
Exhibit 10.13
Made and executed on March 11,
2007
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Between:
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Baby’s
Breath, Ltd. PC No. ▇-▇▇▇▇▇▇-▇▇
(Hereinafter: “the
Company”)
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The First
Party;
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And
between:
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Life
Support, Ltd. PC No. ▇▇▇▇▇-▇▇-▇
(Hereinafter: “the
Investor”)
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The Second
Party;
Whereas
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A.
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An
investment agreement was signed between the parties on April 4, 2004
(hereinafter: “the Primary
Agreement”);
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B.
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Disagreement
was revealed between the Parties regarding the application of the
provisions under sections 6.4 and 8 of the Primary Agreement and as a
result, there was a dispute regarding the number of company shares to
which the Investor is entitled receive from the
trustee;
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C.
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And
the Parties have reached an agreement between them to resolve said
dispute, and all in accordance with the provisions of the following
Compromise Agreement.
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Therefore the parties have agreed
between them as follows:
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1.
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The
preamble to this Agreement is an integral part
thereof.
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2.
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The
terms used in the Compromise Agreement shall have the same interpretation
as in the Primary Agreement, unless the content requires
otherwise.
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3.
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The
data agreed to by the Parties for the purpose of calculating the number of
shares to be transferred from the trustee to the Investor are as
follows:
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(1)
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The
investment sum actually paid (both the investment sum in cash and the sum
of suppliers’ credit) - $443,783.
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(2)
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The
overall investment sum (which is the sum in the “denominator” of the
fraction for the purpose of calculating the relative portion of the shares
for the Investor) - $525,000.
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1
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4.
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In
light of the provisions of Section 3 above, the Investor is entitled to
receive as a transfer from the trustee 8,453 ordinary shares class B
(hereinafter, “the
Investor’s Shares”) (out of 10,000 ordinary shares class B held by
him in trust), which reflect in accordance with the provisions of Section
6.4 of the Primary Agreement, the Investor’s relative portion of the
capital of ordinary shares class A and class B together, after deferring the shares in
trust that are not included in the Investor’s
Shares.
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5.
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The
Parties hereby instruct the trustee to transfer to the Investor the
Investor’s Shares out of the shares held in
trust.
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6.
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Attached
to this Agreement is the special decision to turn the balance of the
ordinary shares class B remaining with the trustee (1,547 ordinary shares
class B) following the transfer of the Investor’s Shares, into deferred
shares without rights, except for the right to receive their nominal value
upon dissolution and their transfer, after turning into deferred shares,
to the investor such that the trustee will no longer hold any shares in
trust.
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7.
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The
composition of the holders of company shares and the percentage of their
holdings after implementation of the provisions above and following
the introduction of the investor, Ramport Finance Ltd.
(and prior
to the introduction of the investor, Microdel, Ltd.) shall be as
follows:
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| ▇▇. ▇▇▇▇▇▇, Yisrael | – | 1,658 ordinary shares class A |
| ▇▇▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ | – | 1,222 ordinary shares class A |
| ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | – | 3,533 ordinary shares class A |
| GIC | – | 2,717 ordinary shares class A |
| Prof. Michael Neuhaut | – | 870 ordinary shares class A |
| Life Support | – | 8,453 ordinary shares class B |
| Ramport Finance Ltd. | – | 1,765 ordinary shares class A and |
| 1,765 ordinary shares class B |
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8.
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The
Investor provided the Company with management services during the period
from November 1, 2006 until the signing of this Agreement (for a period of
5 months at a total value of $20,000 + VAT – hereinafter, “the Value of Past
Services”). It is agreed that the Investor will continue
to provide the Company with management services through ▇▇. ▇▇▇▇▇ Gilead,
as it has up to now, for a period of an additional 6 months, beginning on
April 1, 2007 and ending on September 31, 2007, against the global sum of
$4,000 + VAT per month.
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Compensation
for the services for 6 months ($24,000 + VAT) and the Value of Past
Services ($20,000 + VAT) shall not be actually paid by the Company at this
time, and shall be considered a shareholders’ loan which will be repaid to
the Investor by the Company before repaying any other and/or additional
shareholders’ loans in the Company, and prior to the distribution of
dividends to any of its shareholders. The sum of the aforesaid
loan shall be repaid in dollar amounts only without
interest.
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2
And in witness thereof the
parties have affixed their signatures:
| Baby’s
Breath, Ltd.
PC
No. ▇-▇▇▇▇▇▇-▇▇
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Life Support, Ltd. | |||
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/s/
Avraham Afori
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/s/
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By:
Avraham Afori
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Name
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Title
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3
Baby’s
Breath, Ltd.
May
20, 2009
Addendum
to the Agreement made and executed on May 19,
2008.
Further
to the Compromise Agreement made and executed on March 11, 2007 between Baby’s
Breath and Life Support, agreeing to the management services to be granted by
Life Support through ▇▇. ▇▇▇▇▇ Gilead (Section 8 of the said Agreement) up until
September 31, 2007, the following is hereby agreed:
Life
Support, Ltd. shall continue to grant management services beginning from
September 31, 2007 through ▇▇. ▇▇▇▇▇ Gilead as he has done to now, against the
global sum of $3,000 per month.
These
management services shall be valid until the Board of Directors decides to
terminate them.
The value
of the services will not actually be paid by the Company, but shall be
considered a shareholders’ loan which will be repaid by the Company before
repaying any other and/or additional shareholders’ loans in the Company, and
prior to the distribution of dividends to any of its shareholders.
The sum
of the aforesaid services shall be repaid in dollar amounts only without
interest.
The
Company authorizes the transfer to Life Support of NIS 1,000 in cash per month,
beginning in January 2008, against invoices, and this shall be to cover
gasoline, mobile phone, telephone, fax and postage expenses.
| Baby’s Breath | Life Support | |||
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/s/
Avraham Afori
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/s/
Golan Gilead
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By:
Avraham Afori
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By:
Golan Gilead
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4
Yozmot
– Granot Initiative Center
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December
11, 2006
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Summary
memorandum for compromise –
Company
value for calculation purposes - $525,000.
Life
Support, Ltd. will enable continued management by Golan Gilead for an additional
6-month period at a salary of $4,000 per month (employer’s cost), and this shall
be as a shareholders’ loan to be repaid when the Company begins earning income
and the Company shall have the ability to repay the loan.
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/s/
Avraham Afori
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/s/
Golan Gilead
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Avraham
Afori
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Golan Gilead | |||
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