0001013762-09-001365 Sample Contracts

PIMI AGRO CLEANTECH, INC. AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT To Purchase 145,985 Shares of Common Stock of
Security Agreement • August 3rd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services

This amended and restated Warrant (“Warrant”) is hereby issued on July 29, 2009 to amend replace and supersede the original warrant (warreant Number 1a) originally issued to Earhbound LLC on June 7, 2009.

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Letter of Intent dated 20th Day of January 2009
Letter of Intent • August 3rd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services

Between : Vegiesafe LLC a Limited Liability Company registered in New York whose address is 126 Fifth Avenue 4th Floor New York, NY 10011-5629 USA ("Vegiesafe") and Between Pimi Agro CleanTech Ltd. a company registered in Israel whose address is POB 107 Kibutz Alonim, Israel ("Pimi").

AGREEMENT
Share Purchase Agreement • August 3rd, 2009 • Pimi Agro Cleantech, Inc. • Agricultural services • Tel-Aviv

This letter together with the documents listed in Specific Disclosure Appendix constitute the Disclosure Letter referred to in the agreement (the “Agreement”) to be entered into today between Pimi Marion Holdings Ltd (the “Company”), Mr. Nimrod Ben-Yehuda and Omdan Consulting and Instructing LTD (jointly and severally: “Shareholders”) from one side, and Mr. Alon Carmel and JNS Capital LLC (jointly and severally: “The Investors”) from the other side, in connection with the investment made by the investors in the company against the issuance of the company’s Ordinary and Management shares.

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