ContractWarrant Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
THIS WARRANT AND ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE THEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION (OTHER THAN PURSUANT TO RULE 144(k), PROVIDED THAT THE COMPANY HAS RECEIVED CUSTOMARY REPRESENTATIONS CERTIFYING AS TO THE AVAILABILITY OF SUCH RULE 144(k)), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
Registration Rights’ AgreementRegistration Rights Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
This Registration Rights’ Agreement (this “Agreement”) is entered into as of the 5 day of December, 2006, by and among LUMENIS LTD., a company incorporated under the laws of the State of Israel Yokneam Industrial Park, P.O.B. 240, Yokneam 20692, Israel (the “Company”), the entities and individuals whose name and address is listed on Schedule 1 attached hereto (each an “Investor” and collectively, the “Investors”) and Bank Hapoalim B.M. (the “Bank”, and collectively with the Investors, the “Holders”).
RESTRUCTURING AGREEMENT BETWEEN as the Borrower and as the Bank September 29, 2006Restructuring Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • Tel-Aviv
WHEREAS: Lumenis Holdings Inc., on the one hand, and the Bank, on the other hand, are parties to a Loan Agreement dated April 30, 2001, as amended through the date hereof (“the Holdings Loan Agreement”);
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE — NETStandard Industrial/Commercial Single-Tenant Lease • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Whereas The Lessee wishes to lease the rented property from the Lessor as unprotected lease, for the purposes, and under the conditions as set forth hereafter in this agreement; Whereas The Lessor agrees to let the rented property to the Lessee, as...Lease Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
This Indemnification Agreement (this “Agreement”) is effective as of by and between Lumenis Ltd., a company incorporated under the laws of the State of Israel, with it principal offices at New Industrial Park, P.O. Box 240 Yokneam, 20692 (the “Company”), and the individual set forth on the signature page to this Agreement (“Indemnitee”), residing at the address set forth beneath Indemnitee signature to this Agreement
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENTRestructuring Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
LEASE BETWEEN HDP ASSOCIATES, LLC, LESSOR AND LUMENIS INC., LESSEE Santa Clara, California 95054 July 19, 2006Lease • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • California
THIS LEASE, referred to herein as “this Lease,” dated for reference purposes as of July 19, 2006, is made and entered into by and between HDP ASSOCIATES, LLC, a California limited liability company (“Lessor”), and LUMENIS INC., a Massachusetts corporation (“Lessee”).
ContractWarrant Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
THIS WARRANT AND ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE THEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION (OTHER THAN PURSUANT TO RULE 144(k), PROVIDED THAT THE COMPANY HAS RECEIVED CUSTOMARY REPRESENTATIONS CERTIFYING AS TO THE AVAILABILITY OF SUCH RULE 144(k)), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
LEASELease • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
THIS LEASE, dated April ___, 2006 by and between CENTURY EAST BUSINESS CENTER, L.L.C. a, Utah limited liability company hereinafter referred to as “LESSOR” and LUMENIS INC., a Massachusetts corporation hereinafter referred to as “LESSEE”.
ContractWarrant Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
THIS WARRANT AND ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE THEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION (OTHER THAN PURSUANT TO RULE 144(k), PROVIDED THAT THE COMPANY HAS RECEIVED CUSTOMARY REPRESENTATIONS CERTIFYING AS TO THE AVAILABILITY OF SUCH RULE 144(k)), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
Purchase Agreement by and among Lumenis Ltd. The Investors Named Herein and Dated as of SEPTEMBER 30, 2006Purchase Agreement • May 1st, 2007 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Lumenis Ltd., a company incorporated under the laws of the State of Israel, of Yokneam Industrial Park, P.O.B. 240, Yokneam 20692, Israel (the “Company”),
