MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered as of August 21, 2006, by and among Orthodontix, Inc., a Florida corporation (“Parent”), Protalix Acquisition Co., Ltd., an Israeli company (“Acquisition Subsidiary”), which is a wholly owned subsidiary of Parent, and Protalix Ltd., an Israeli company (the “Company”).
LICENSE AGREEMENTLicense Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services • London
This License Agreement (this “Agreement”) is entered into as of this ___ day of , 2005, by and between Icon Genetics AG, a company incorporated under the laws of Germany (“Icon”) of Weinbergweg 23, D-06120 Halle/Saale, Germany, on its own behalf and on behalf of its Affiliates, and Protalix Ltd., a company incorporated under the laws of Israel (“Protalix”) of 2 Snunit Street, Industrial Park, Carmiel, Israel (Protalix and Icon may be referred to individually as a “Party” and collectively as the “Parties”).
ContractResearch and License Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by [***], have been separately filed with the Securities and Exchange Commission.
EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of October 15, 2006 (the “Effective Date”), by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Yossef Maimon, Israel Identification No. 24821233 (the “Employee”) (each of the Company and Employee shall be referred to herein, as a “Party” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of , 2006 (the “Effective Date”), by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Dr. David Aviezer, Israel Identification No. 0-2603079-1 (the “Employee” or “David”) (each of the Company and Employee shall be referred to herein, as a “Party” and collectively, the “Parties”).
Translation from Hebrew] EMPLOYMENT AGREEMENT Made and executed in Tel Aviv, this 1st day of September, 2001Employment Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
ContractFeasibility Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by [***], have been separately filed with the Securities and Exchange Commission.
ORTHODONTIX, INC. WARRANT To purchase Shares of Common Stocks (subject to adjustment) of ORTHODONTIX, INC. (the “Company”) at a per share price and subject to the terms detailed below VOID AFTER 17:00 p.m. Eastern Standard Time on the last day of the...Warrant Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
THIS IS TO CERTIFY THAT, Frost Gamma Investments Trust (the “Holder”), is entitled to purchase from the Company, at an aggregate purchase price equal to US$ , an aggregate of (subject to adjustment as set forth herein) fully paid and non-assessable shares of Common Stock of the Company, nominal value US$.001 per share (the “Warrant Stock”), at an exercise price equal to US$1.504 per Warrant Stock (the “Exercise Price”) as may be adjusted hereunder, during the period (the “Warrant Period”) commencing the execution hereof and for one month thereafter, all subject to the terms and conditions set forth herein. The Warrant Stock shall have the same rights, preferences and privileges attached to the Common Stock of the Company, nominal value US$.001 per stock (the “Common Stock”).
Translation from Hebrew] Unprotected Lease Contract Made and executed in Tel Aviv this 28th October, 2003Lease Contract • January 8th, 2007 • Orthodontix Inc • Services-management services
Translation from Hebrew] EMPLOYMENT AGREEMENT Made and executed this 19th day of December, 2004Employment Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
