Exhibit 10.3
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SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT (this "AGREEMENT") is made as of the 23
day of September, 2005 (the "EFFECTIVE DATE") by and among BIOPAD LTD., an
Israeli company (the "COMPANY"), the holders of Ordinary Shares par value NIS 1
each of the Company ("ORDINARY SHARES") listed on SCHEDULE A, hereto (each of
which is herein referred to as an "ORIGINAL SHAREHOLDER" and collectively, the
"ORIGINAL SHAREHOLDERS"), the investors listed on SCHEDULE B hereto (the "NEW
SHAREHOLDER"). The Original Shareholders and New Shareholders shall be referred
to collectively as the "SHAREHOLDERS". The Ordinary Shares shall be referred to
as the "SHARES".
WITNESSETH:
WHEREAS, pursuant to that certain Share Purchase Agreement, dated as of
the date hereof, by and between the Company and the New Shareholder (the "SHARE
PURCHASE AGREEMENT"); and
WHEREAS, the Company and the Shareholders desire to set forth certain
matters regarding the ownership of the Shares; and
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereby agree as follows:
1. RESTRICTIONS ON TRANSFER.
1.1. For purposes of this Agreement, the term "Transfer" shall
include any sale, assignment, encumbrance, pledge, lien,
hypothecation, conveyance in trust, gift, transfer by bequest,
devise or descent, and transmissions to receivers, levying
creditors, trustees or receivers in bankruptcy proceedings or
general assignees for the benefit of creditors, whether
voluntary or by operation of law, directly or indirectly, of a
Shareholder's Shares directly or beneficially owned by such
Shareholder.
1.2. No Shareholder may Transfer any Shares without complying with
the terms of this Agreement. Any attempted transfer in
violation of this Agreement shall be void and of no force and
effect and shall not be honored by the Company.
1.3. Except as otherwise provided herein, it is hereby agreed that
none of the Original Shareholders or the New Shareholder shall
transfer any of its Shares in the Company, within 3 (three)
years from the Effective Date.
2. RIGHT OF FIRST REFUSAL AND FIRST OFFER.
2.1. If at any time prior to the Closing of an initial underwritten
Public Offering of the Company's shares to the public ("IPO"),
any Shareholder intends to Transfer any Shares (except for the
Transfer according to Section 2.9 hereto) (a "DISPOSITION"),
including Shares acquired after the date hereof, then such
sale shall be subject to the Right of First Refusal of the
Company and the other Shareholders, as provided hereinafter.
2.2 If a Shareholder (hereinafter: the "Offeror") wishes to sell
or transfer all or part of his shares in the Company
(hereinafter: the "Offered SHARES") he shall deliver a written
notice to the Company and to the other Shareholders in which
he will specify
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the number of the Offered Shares, the price for the Offered
Shares, the terms of payment and the name of the purchaser who
wishes, in good faith, to purchase all the Offered Shares
under the same conditions (hereinafter: the "Offer"). The
Company and all of the other Shareholders shall respond in
writing to the Offeror (hereinafter: the "RESPONSE NOTICE")
within 30 (thirty) days from the date of receipt of the Offer
if it/he wishes to purchase its pro-rata share of the Offered
Shares at the price and the conditions specified in the Offer.
In the Response Notice the Company and each Shareholder will
also specify the number of the Offered Shares that it or he is
willing to purchase if the Company or any Shareholder refuses
to purchase their pro-rata share of the Offered Shares, or any
share thereof.
If the Company and/or any Shareholder, shall not respond
within 30 (thirty) days as abovementioned, it will be deemed
as a refusal to purchase his pro-rata share of the Offered
Shares.
2.3 The Company has the right before the other Shareholders to
purchase all or part of the Offered Shares.
2.4 If the Company refuses to purchase all of the Offered Shares,
the other Shareholders will have the right to purchase part of
the pro-rata share of the Offered Shares not purchased by the
Company, pro-rata to the number of shares each of them holds
at that time. If a Shareholder refuses to purchase his
pro-rata share of the Offered Shares, its right will be
transferred to the other Shareholders.
2.5 If the Company and/or the other Shareholders or part of them
notify, within 30 (thirty) days as aforesaid, that they wish
to purchase all of the Offered Shares, it will be deemed an
agreement for the sale and purchase of the Offered Shares at
the price and at the conditions specified in the Offer and the
Offeror shall transfer the Offered Shares to the Company
and/or to the Shareholders that agreed to purchase them,
pro-rata to their shareholding, within 15 (fifteen) days from
the date of receipt of the Response Notice against payment of
the price, or arrangement for the payment of the price, at the
conditions specified in the Offer.
2.6 If the Company and the other Shareholders, shall notify that
they do not wish to purchase all the Offered Shares or they do
not respond to the Offer, the Offeror may sell and transfer
all the Offered Shares to the purchase specified in the Offer
at the price and under the same conditions specified in the
Offer within the earlier of (i) 15 (fifteen) days after the
last date for the Notice for Response; or (ii) from the date
which the Company and the other Shareholders notified that
they are not interested to purchase the Offered Shares.
If the Offeror does not sell and transfer the Offered Shares
to the purchaser within the aforesaid 15 (fifteen) days period
and he wishes to sell or transfer the Offered Shares, or part
thereof, he shall once again offer them to the Company and the
other Shareholders and the aforesaid procedure will apply
again.
2.7 The provisions of this Section will apply also to sale of
shares by a receiver, liquidator, trustee in bankruptcy,
executor, court, execution office, etc., as well as sale of
shares by way of a Tender Offer.
2.8 The provisions of this Section shall not apply to transfer of
Shares by a Shareholder to a corporation, fully owned and
controlled by such Shareholder, or to a spouse, parent,
sibling, lineal descendent or ante descendent, provided that
such transferee
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agrees in writing to assume performance of and be bound by the
terms and conditions of this Agreement.
2.9 Transfer of shares to the purchaser, as specified in the
Offer, is subject to the approval by the Board of Directors,
which shall not refuse to approve the transfer, except for
reasonable causes.
2.10 Transfer of Shares to the Company or to a Shareholder as a
result of exercising their right of first refusal as aforesaid
and transfer of shares as specified in paragraph 2.9 above is
not subject to the approval by the Board of Directors.
2.11 For the purpose of the Right of First Refusal of the New
Shareholder, it shall be deemed as if all the Shares, as
defined in the Share Purchase Agreement, have been issued and
allotted to the New Shareholder.
3. PREEMPTIVE RIGHTS.
3.1. Prior to the consummation of an IPO, if the Company proposes
to issue or sell any New Securities (as defined below), the
Company shall grant, prior to such issuance, to the New
Shareholder and the Original Shareholders (the "PREEMPTIVE
SHAREHOLDERS"), the right to purchase its pro-rata share in
the Company of the New Securities, thereafter maintaining its
proportionate equity ownership in the Company. A Shareholder's
pro-rata share, for purposes of this Section, is the ratio of
the number of shares held by such Shareholder immediately
prior to the issuance of the New Securities (on an as
converted basis) in relation to the total number of Ordinary
Shares issued and outstanding immediately prior to the
issuance of New Securities (on an as converted basis). Each
Preemptive Shareholder shall have a right of over-allotment
such that if any Preemptive Shareholder declines or fails to
exercise its right hereunder to purchase its pro-rata share of
the New Securities, each other Preemptive Shareholder
exercising its preemptive right hereunder may purchase such
declining Preemptive Shareholder's portion, on a pro-rata
basis to those Preemptive Shareholders exercising their right
of over-allotment.
3.2. In the event the Company proposes to issue New Securities, it
shall give each Preemptive Shareholder written notice of its
intention, describing the type of New Securities, their price
and the general terms upon which the Company proposes to issue
the same. Each Preemptive Shareholder shall have twenty-one
(21) days after such notice is mailed or delivered to elect to
purchase its pro rata share of such New Securities and any
additional shares as may be available for over-allotment, upon
the terms and conditions specified in the notice, by giving
written notice to the Company and stating therein the maximum
amount of New Securities elected to be purchased. In the event
that a written notice of any Preemptive Shareholder is not
received by the Company within the period mentioned above,
then such Preemptive Shareholder shall be deemed to have
waived its preemptive right under this Section 3.2.
In the event the Preemptive Shareholders fail to fully
exercise the preemptive right within the said twenty-one (21)
day period, the Company shall have one hundred twenty (120)
days thereafter to sell, or enter into an agreement to sell,
to any third party, the remainder of the New Securities with
respect to which the Preemptive Shareholders' preemptive right
was not exercised, at a price and upon terms no more favorable
to the purchasers thereof than specified in the Company's
notice to the Preemptive Shareholders. In the event the
Company has not sold, or entered into an
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agreement to sell, the New Securities within the one hundred
twenty (120) day period, the Company shall not issue or sell
any New Securities without first complying with the provisions
of this Section.
3.3. For the purpose of this Section "NEW SECURITIES" shall mean
any equity interest in the Company, whether now authorized or
not, and rights, options or warrants to purchase such equity
interests, and securities of any type whatsoever that are
convertible into equity interests; provided, however, that the
term "New Securities" does not include: (i) securities issued
upon the conversion of any preferred shares, as shall be
hereafter authorized; (ii) securities issued from the Pool (as
such term is defined in the Share Purchase Agreement between
the Company and the New Shareholder that is being executed
simultaneously herewith); (iii) securities issued in
connection with stock splits, bonus shares or other similar
recapitalization events on the basis of a Shareholder's
pro-rata share of all outstanding shares of the Company, on an
as converted basis.
3.4. For the purpose of the Pre-emptive Right of the New
Shareholder, it shall be deemed as if all the Shares, as
defined in the Share Purchase Agreement, have been issued and
allotted to the New Shareholder.
4. BRING ALONG.
4.1. Subject to the provisions of the Israeli Companies Law, 1999,
in the event that prior to an IPO, Original Shareholders and
New Shareholder holding more than 66.7% (%) of the Company's
issued and outstanding share capital (on an as converted
basis) accept an offer to sell all their Shares to a third
party (the "PURCHASE Offer"), and such Purchase Offer is
conditional upon the sale of all of the Company's Shares, then
the remaining shareholders of the Company shall be obligated
to sell their Shares (including any securities convertible or
exchangeable into shares) pursuant to the terms specified in
the Purchase Offer.
4.2. At the closing of the sale under the Purchase Offer, the
Company may require each Shareholder to: (1) represent and
warrant to the purchasers, in writing, that such Shareholder's
shares, are free and clear of any liens, claims, encumbrances
or third party rights of any kind and to give other reasonable
representations and warranties as customary in this type of
transaction, (2) sign a share transfer deed in the name of
such purchaser, and (3) deliver to the Company the share
certificate or certificates representing such Shareholder's
shares.
4.3. Should any Shareholder fail to comply with any of its
obligations specified in this Section 4, the Company shall
register such Shareholder's Shares in the Company books in the
name of the purchaser and hold any payment due to such
Shareholder under the Purchase Offer in escrow until such time
that such Shareholder shall fulfill its obligations hereunder.
For avoidance of doubt, from the closing date of the Purchase
Offer, such purchaser shall be regarded as the sole legal
owner of the Shares of such Shareholder.
4.4 For the purpose of the Bring Along Right, it shall be deemed,
as if all the Shares, as defined in the Share Purchase
Agreement, have been issued and allotted to the New
Shareholder.
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5. CO-SALE
5.1. The Shareholders holding at least 50% (fifty percent) of the
Registered and Outstanding Shares of the Company (hereinafter:
the "SELLING SHAREHOLDER") may not directly or indirectly sell
those Shares owned by them to the same person or entity unless
the prospective purchaser offers to purchase from the other
Shareholders, on terms no less favorable than those offered to
the Selling Shareholder, such portion of the aggregate number
of shares to be purchased up to that number of Shares owned by
the other Shareholders exercising this co-sale right
determined by multiplying the total number of shares to be
purchased by the purchaser (the "OFFERED SHARES") by a
fraction (i) the numerator of which is the number of Shares
owned by such other Shareholders; and (ii) the denominator of
which is the total number of Shares of the Company which are
then owned by the other Shareholders exercising its co-sale
right and by the Selling Shareholder proposing to sell his
Shares. The other Shareholders shall have fifteen (15) days to
decide whether to accept any offer of purchase pursuant to
this Section, and may accept such offer in whole or in part.
5.2. The Selling Shareholder may not consummate any sale unless the
prospective purchaser simultaneously consummates its
corresponding purchase, if any, from the other Shareholders
who exercise their right to participate in such sale.
5.3. For the purpose of the Co-Sale Right, it shall be deemed as if
all the Shares, as defined in the Share Purchase Agreement,
have been issued and allotted to the New Shareholder.
6. VOTING RIGHTS
Until an IPO, the Company will not adopt any of the following
resolutions or actions without the prior written consent of
the New Shareholder:
(i) alters or changes the rights, preferences, or
privileges of the Ordinary Shares;
(ii) effects a merger, consolidation, sale of
substantially all assets or shares of the Company to
the extent that the fair market value of the Company
at the time of such event is valued at less than US$
40,000,000;
(iii) amends or otherwise modifies the Company's Articles
of Association, which grants special rights to the
New Shareholder;
(iv) creates a material change in the Company's business
with respect to its fetal monitoring products.
(v) appoint, remove or replace the Company's CEO before
the beginning of the commercial production of the
Fetal Monitoring product; or
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(vi) amend the budget attached to the Share Purchase
Agreement with respect to the Company's fetal
monitoring products and its related assets.
7. COMPOSITION OF THE BOARD OF DIRECTORS.
7.1 The New Shareholder shall be entitled to appoint 25% of the
directors of the Company, rounded up, at any time (e.g. if the
Board of Directors consists of 7 directors, the New
Shareholder shall be entitled to appoint 2 directors) (the
"SYNOVA DIRECTORS").
7.2 The Company shall sign an indemnity agreement with each of the
directors (including the Synova Directors) and prior to the
commercialization of the Licensed Product (as defined below)
the Company will obtain and maintain effective, a commercially
reasonable amount of directors and officers liability
insurance.
8 PIGGYBACK REGISTRATIONS.
8.1 The Company shall notify the holders of Ordinary Shares,
whether such shares are issued prior to, on or after the date
hereof ("REGISTRABLE SECURITIES"), in writing at least thirty
(30) days prior to filing any registration statement under the
Securities Act for purposes of effecting a public offering of
securities of the Company (other than from an IPO, but
including, but not limited to, registration statements
relating to secondary offerings of securities of the Company)
and will afford each such holder of Registrable Securities an
opportunity to include in such registration statement all or
any part of the Registrable Securities then held by such
holder. Each holder of Registrable Securities desiring to
include in any such registration statement all or any part of
the Registrable Securities held by such holder shall within
twenty (20) days after receipt of the above-described notice
from the Company, so notify the Company in writing, and in
such notice shall inform the Company of the number of
Registrable Securities such holder wishes to include in such
registration statement. If a holder of Registrable Securities
decides not to include all of its Registrable Securities in
any registration statement thereafter filed by the Company
pursuant to this Section 8.1, such holder shall nevertheless
continue to have the right to include any Registrable
Securities in any subsequent registration statement or
registration statements as may be filed by the Company with
respect to offerings of its securities, all upon the terms and
conditions set forth herein.
8.2 At any time after the Company becomes eligible to file a
Registration Statement on Form S-3 (or any successor form
relating to secondary offerings), a Shareholder holding the
Registrable Securities then outstanding may request, in
writing, that the Company effect the registration on Form S-3
(or such successor form), of any amount of Registrable
Securities owned by such Shareholder. Thereupon, the Company
shall, as expeditiously as possible, use its commercially
reasonable best efforts to effect such registration which the
Company has been requested to so register. If a holder of
Registrable Securities decides not to include all of its
Registrable Securities in any registration statement
thereafter filed by the Company pursuant to this Section 8.2,
such holder shall nevertheless continue to have the right to
include any Registrable Securities in any subsequent
registration statement or registration statements as may be
filed by the Company with respect to offerings of its
securities, all upon the terms and conditions set forth
herein.
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8.3 Underwriting. If a registration statement under which the
Company gives notice under this Section 8 is for an
underwritten offering, then the Company shall so advise the
holders of Registrable Securities. In such event, the right of
any such holder's Registrable Securities to be included in a
registration pursuant to this Section 8 shall be conditioned
upon such holder's participation in such underwriting and the
inclusion of such holder's Registrable Securities in the
underwriting to the extent provided herein. All holders
proposing to distribute their Registrable Securities through
such underwriting shall enter into an underwriting agreement
in customary form with the managing underwriter or
underwriters selected for such underwriting (including a
market stand off agreement if required by such underwriter or
underwriters). Notwithstanding any other provision of this
Agreement, if the managing underwriter(s) determine(s) in good
faith that marketing factors require a limitation of the
number of shares to be underwritten, then the managing
underwriter(s) may exclude shares from the registration and
the underwriting, and the number of shares that may be
included in the registration and the underwriting shall be
allocated, (i) first, the Company, (ii) second, Registrable
Securities held by the Shareholder (pro rata to the respective
number of such Registrable Securities held by each such
holder, but in any event not more than the number of such
Registrable Securities requested to be included in the
registration by any such holder); (iii) third, any other
securities. If any holder disapproves of the terms of any such
underwriting, such holder may elect to withdraw therefrom by
written notice to the Company and the underwriter(s),
delivered at least ten (10) business days prior to the
effective date of the registration statement. Any Registrable
Securities excluded or withdrawn from such underwriting shall
be excluded and withdrawn from the registration.
8.4 Expenses. All expenses incurred in connection with a
registration pursuant to this Section 8 (excluding
underwriters' and brokers' discounts and commissions relating
to shares sold by the holders and legal fees of counsel for
the holders), including, without limitation all federal and
"blue sky" registration, filing and qualification fees,
printers' and accounting fees, and fees and disbursements of
counsel for the Company, shall be borne by the Company.
8.5 Assignment. The registration rights of each of the holders
under Agreement hereof may be assigned to any holder acquiring
the Registrable Securities then outstanding.
8. INFORMATION RIGHTS
8.1. Financial Statements. The Company shall maintain a system of
accounting established and administered in accordance with
Israeli generally accepted accounting principles consistently
applied ("GAAP"), will keep full and complete financial
records and will furnish to each of the Shareholders the
following reports, until an IPO:
(a) As soon as practicable after the end of each fiscal
year, and in any event within 120 days thereafter,
audited financial statements of the Company. These
annual accounts should include annual income, cash
flows, balance sheet prepared in accordance with GAAP
as audited by a recognized accounting firm;
(b) As soon as practicable after the end of the first,
second, and third quarter in each year, and in any
event within 45 days thereafter, unaudited reviewed
quarterly financial statements of the Company;
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8.2. Budget And Business Plan. The Company's management will
furnish each New Shareholder, and submit to the Board for
approval, a detailed annual operating plan, budget and
business plan at least 30 days prior to the beginning of each
fiscal year.
8.3. Other Information. The Company acknowledges that some of the
New Shareholder and/or some of the affiliates of the New
Shareholder may be publicly traded, and the Company will
provide such New Shareholder with all information required
under any applicable law and regulation to comply with the
reporting requirements of such publicly traded company.
9. TERMINATION OF DISTRIBUTION AGREEMENT UPON CHANGE OF CONTROL. Any
successor in interest of the Company may terminate the Distribution
Agreement dated September 6, 2005 between the Company and the New
Shareholder (the "DISTRIBUTION AGREEMENT") upon seventy-five (75) days'
advance written notice to the New Shareholder the ("TERMINATION
NOTICE") if: (a) such notice is received by the New Shareholder within
forty-five (45) days after the successor in interest acquires all or
substantially all of the assets of the Company or at least fifty
percent (50%) of the control of the Company, or succeeds to the Company
as the result of a merger or consolidation of the Company; and, (b) on
or before such seventy-fifth (75th) day the successor pays New
Shareholder and amount that equal to Termination Multiple (as defined
below) the amount of money the New Shareholder spends (other than the
investment pursuant to the Share Purchase Agreement) to commercialize
and sell the Licensed Product (as defined by the Distribution
Agreement) in accordance with the Distribution Agreement. For the
purposes of this Section, the "TERMINATION MULTIPLE" shall be equal to
(i) three (3) times to the extent such event is initiated on or prior
to October 31, 2010; and (ii) two (2) times to the extent such event is
initiated at anytime after October 31, 2010.
10. MISCELLANEOUS.
(a) Further Assurances. Each of the parties hereto shall perform such
further acts and execute such further documents as may reasonably be necessary
to carry out and give full effect to the provisions of this Agreement and the
intentions of the parties as reflected thereby.
(b) Governing Law; Jurisdiction. This Agreement shall be governed by
and construed according to the laws of the State of Israel without regard to the
provisions relating to conflicts of law. Any dispute arising under or in
relation to this Agreement shall be resolved exclusively by the courts of Tel
Aviv/Jaffa, and the parties hereto irrevocably submit to the exclusive
jurisdiction of such courts for such purposes.
(c) Successors and Assigns. Except as otherwise expressly limited
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.
(d) Entire Agreement; Amendment and Waiver. This Agreement and the
Schedules hereto constitute the full and entire understanding and agreement
between the parties with regard to the subject matters hereof and thereof, and
supersede all prior agreements and understandings among or between any of the
parties relating to the subject matter hereof and thereof. Any term of this
Agreement may be amended and the observance of any term hereof may be waived
(either prospectively or retroactively and either generally or in a particular
instance) with the written consent of parties to this Agreement holding (i) the
majority of the issued and outstanding Shares calculated on an as converted
basis; and (ii) the holders of a majority of Shares issued to the New
Shareholder.
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(e) Notices, etc. All notices and other communications required or
permitted hereunder to be given to a party to this Agreement shall be in writing
and shall be telecopied or mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand or by messenger, addressed to such
party's address as set forth below or at such other address as the party shall
have furnished to each other party in writing in accordance with this provision:
if to the Company: BioPad Ltd.
6 Tfutzdt Israel Street
Givatayim,Israel
Attn: Shiboleth, Roberts, Yisraeli, Xxxxxx & Co. --
00 Xxxxxxxxxx Xx. 00000,
Xxx-Xxxx, Xxxxxx Xxxxxx Xxxxxx, Adv.
Fax: 000-0-0000000
if to a Shareholder: as set forth in Schedule A and Schedule B
hereto or such other address with respect to a party as such party shall notify
each other party in writing as above provided. Any notice sent in accordance
with this Section shall be effective (i) if mailed, seven (7) business days
after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent via
telecopier, upon transmission and electronic confirmation of receipt or (if
transmitted and received on a non-business day) on the first business day
following transmission and electronic confirmation of receipt (provided,
however, that any notice of change of address shall only be valid upon receipt).
(f) Delays or Omissions. No delay or omission to exercise any right,
power, or remedy accruing to any party upon any breach or default under this
Agreement, shall be deemed a waiver of any other breach or default theretofore
or thereafter occurring. Any waiver, permit, consent, or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any of the parties, shall be
cumulative and not alternative.
(g) Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be unenforceable under applicable law, then such
provision shall be excluded from this Agreement and the remainder of this
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms; provided, however, that in such
event this Agreement shall be interpreted so as to give effect, to the greatest
extent consistent with and permitted by applicable law, to the meaning and
intention of the excluded provision as determined by such court of competent
jurisdiction.
(h) Counterparts. This Agreement may be executed in any number of
facsimile counterparts, each of which shall be deemed an original and
enforceable against the parties actually executing such counterpart, and all of
which together shall constitute one and the same instrument.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
one or more counterparts as of the date and year first above written.
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BioPad Ltd. BioPad LTD. Synova Pre-Natal Healthcare, Inc.
By: /s/ HANOCH KAFTZAN By: /s/ XXXXXXX XXXX
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Name: HANOCH KAFTZAN Name: XXXXXXX XXXX
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Title: CEO Title: CEO
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By: /s/ HANOCH KAFTZAN By: /s/ XXXXXXX XXXX
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Name: HANOCH KAFTZAN Name: XXXXXXX XXXX
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Title: CEO Title: CEO
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BIOPAD'S SHAREHOLDERS SIGNATURES:
1. Xxxx Xxxxxxxx ______________________________
2. Binyamin Fish ______________________________
3. Xxxxxxx Xxxxxx ______________________________
4. Xxxx Xxxxx ______________________________
5. Xxxxxx Xxxxxxxxx ______________________________
6. Xxxx Xxx Zion ______________________________
7. SYRZ Trust Company ______________________________
8. Hanoch Kaftzan ______________________________
9. Xxxx Xxxxxxxx ______________________________
10. Xxxxxx Ledenheim ______________________________
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SCHEDULE A
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Xxxx Xxxxxxxx
----------------------------
Binyamin Fish
----------------------------
Xxxxxxx Xxxxxx
----------------------------
Xxxx Xxxxx
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Xxxxxx Xxxxxxxxx
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Xxxx Xxx Zion
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SYRZ Trust Company
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Hanoch Kaftzan
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Xxxx Xxxxxxxx
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Xxxxxx Ledenheim
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SCHEDULE B
SYNOVA PRE-NATAL HEALTHCARE, INC.
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