SERIES D PREFERRED SHARE PURCHASE AGREEMENTSeries D Preferred Share Purchase Agreement • May 16th, 2014 • Argo Medical Technologies Ltd. • Orthopedic, prosthetic & surgical appliances & supplies
THIS SERIES D PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 24th day of September, 2013, by and between: (i) Argo Medical Technologies Ltd., an Israeli private company number 51-312137-6 (the “Company”), with principal office at Kokhav Yokneam Building, P.O. Box 161, Yokneam Ilit 20692, Israel, (ii) each of the purchasers listed on Schedule A, hereto, including Yaskawa Electric Corporation, a Japanese company (Business Identity Code 2908-01-010767) (“YEC”) with its principal office at 2-1 Kurosakishiroishi, Yahatanishi-ku, Kitakyushu 806-0004 Japan (YEC and the other purchasers, the “Purchasers”), and (iii) each of the lenders listed on Schedule B, hereto (the “Lenders”).
LETTER OF AGREEMENTLetter of Agreement • May 16th, 2014 • Argo Medical Technologies Ltd. • Orthopedic, prosthetic & surgical appliances & supplies
This Letter of Agreement (“LOA”) is made and entered into as of this 11th day of July 2013 (“Effective Date”) between Argo Medical Technologies Ltd, an Israeli corporation having its principal place of business at Cohav Yokneam Building, Yokneam Ilit P.O.B 161, Israel 20692 (“Customer”) and Sanmina Corporation and its subsidiaries, (collectively “Sanmina”), a Delaware corporation having its principal place of business at 2700 North First Street, San Jose, California 95134.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • May 16th, 2014 • Argo Medical Technologies Ltd. • Orthopedic, prosthetic & surgical appliances & supplies
This Strategic Alliance Agreement is entered into as of September 24, 2013 (the “Effective Date”) by and between Yaskawa Electric Corporation, a limited company duly organized and existing under the law of Japan, having its address at 2-1 Kurosakishiroishi, Yahatanishi-ku, Kitakyushu, Fukuoka, 806-0004, Japan. (Business Identity Code 2908-01-010767, hereinafter referred to as “YEC”) and Argo Medical Technologies Ltd., a private company duly organized and existing under the law of Israel, having its address at Kokhav Yokneam Building, P.O. Box 161, Yokneam Ilit 20692, Israel (Business Identity Code 51-312137-6, hereinafter referred to as “ARGO”).
Exclusive Distribution AgreementExclusive Distribution Agreement • May 16th, 2014 • Argo Medical Technologies Ltd. • Orthopedic, prosthetic & surgical appliances & supplies
This Exclusive Distribution Agreement (“Agreement”) is entered as of September 24, 2013 (the “Effective Date”) between Argo Medical Technologies Ltd. (“ARGO”) and Yaskawa Electric Corporation (“YEC”).
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF SEPTEMBER 30, 2013Shareholders Agreement • May 16th, 2014 • Argo Medical Technologies Ltd. • Orthopedic, prosthetic & surgical appliances & supplies
This Third Amended and Restated Shareholders Agreement (the “Third Amended and Restated Agreement”), is hereby entered into as of the date stated above (the “Effective Date”) by and among Argo Medical Technologies Ltd., (the “Company”), Dr. Amit Goffer, carrying ID number 051816254 of 1 Hasifan, Tivon 36531, Israel (“Amit”), and all shareholders in the Company as of the Closing listed in Schedule A hereto (the “Shareholders”). Each of the Company, Amit and the Shareholders shall be a “Party” hereto and collectively the “Parties”.
September 30, 2013 Yaskawa Electric Corporation Kitakyushu 806-0004 Japan Attention: Shuji Murakami, Director, Corporate Vice President.Argo Medical Technologies Ltd. • May 16th, 2014 • Orthopedic, prosthetic & surgical appliances & supplies
Reference is hereby made to that certain Series D Preferred Stock Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, by and among, inter alia, Argo Medical Technologies Ltd., a limited liability company incorporated under the laws of the State of Israel (the “Company”), Yaskawa Electric Corporation, a Japanese corporation (“YEC”) and the Lenders. Capitalized terms used and not otherwise defined herein will have the meanings ascribed thereto in the Purchase Agreement.
