AMENDMENT OF THE SHARE TRANSFER AGREEMENT
Exhibit 10.3
AMENDMENT OF THE SHARE TRANSFER AGREEMENT
This Amendment is made as of July 11, 2011 by and between:
ISRAEL HEALTHCARE VENTURES 2 LP INCORPORATED, a Guernsey limited partnership, with
offices located at 00 Xxxxxxxx xx. Xxxxx Xxxxxxxx, Xxxxxx (the
“Transferee”); and
MEDGENESIS PARTNERS LTD., an Israeli Company (p.c. number 513054064) located at 00 Xxxxx
Xx., Xxxx Xxxx, Xxxxxx (the “Transferor”).
Whereas the Parties have closed that certain Share Transfer Agreement between them on June 30,
2011 (“Original STA”);
Whereas
the Parties wish to amend Section 2.5.4 of the Original STA as set out below.
NOW, THEREFORE, the parties (each a “Party” and collectively “Parties”) hereby agree as
follows:
| 1. | Definitions & Effect |
| 1.1 | Any capitalized term used herein and not otherwise defined herein shall have the meaning
ascribed to it in the Original STA. |
|
| 1.2 | The Original STA shall
remain without change except as expressly amended herein. |
|
| 2. | The Parties agree to replace
Section 2.5.4 of the Original STA with the following: |
|
“2.5.4 During a period commencing at the Closing (as defined below) and terminating 12
months following the Closing (“Protection Period”); if Metamorefix or its shareholders
consummate an M&A transaction in which Metamorefix is not the surviving entity or 100% of the
Metamorefix shares are transferred to a third party — not the Company, Transferee has the
right (including immediately prior to such M&A transaction in Metamorefix) to transfer to
Transferor all of the Transferred Shares and any other benefit received pursuant to Section
2.5, and Transferor together with Xx. Xxxxxx Xxxxxxxxxx shall transfer to Transferee all of
their currently held securities in Metamorefix (i.e. 1,400,000) and
shall use best efforts to
cause all such personal rights (i.e. the right to appoint a director) in the name of the
Transferor or Xx. Xxxxxxxxxx included in the Metamorefix Articles of Association to be
transferred to the name of the Transferee. For that purpose, Transferor shall refrain from
disposing of its securities in Metamorefix during the Protection Period (except as part of
said M&A).” |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the above date
ISRAEL HEALTHCARE VENTURES 2 LP INCORPORATED |
MEDGENESIS PARTNERS LTD. | |
By its authorized signatory
|
By its authorized signatory | |
Name: Dr. Xxxxx Xxx
|
Name: Xx. Xxxxxx Shmulewitz | |
/s/
Dr. Xxxxx Xxx
|
/s/ Xx. Xxxxxx Shmulewitz |
