MANUFACTURING AND PURCHASE AGREEMENT Between and NEXUS TELOCATION SYSTEMS LTD., NEXUSDATA (1993) LTD. and NEXUSDATA, INC. (“NEXUS”)Manufacturing and Purchase Agreement • June 30th, 2003 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
NEXUS agrees to order from AMS, and AMS agrees to manufacture and supply to NEXUS over a thirty-six month period not less than $36 million of products developed by NEXUS for vehicle location and automated meter reading and described on attached Appendices 1 and 2, as updated in writing by the parties from time to time (the “Products”) all in accordance with NEXUS’s Specifications and Quality Requirements, and AMS shall deliver the finished Products exclusively to Nexus and to the NEXUS Customers in accordance with the terms of this Agreement, all the foregoing subject to the terms and conditions set out herein. The purchasing of customized items, components, manufacture, sale and purchase of the finished Products will be governed by the terms and conditions of this Agreement. Unless otherwise agreed to by the Parties, AMS will provide all manufacturing technology, equipment, labor, materials and facilities necessary to perform its obligations hereunder.
To: March 12, 2003Nexus Telocation Systems LTD • June 30th, 2003 • Radio & tv broadcasting & communications equipment
In connection with the Manufacturing and Purchase Agreement entered into between AMS Electronics Ltd. (“AMS”), Nexus Telocation Systems Ltd. (“Nexus Telocation”) and Nexus Data Inc. and Nexus Data (1993) Ltd. (collectively, “Nexus Data”), dated January 15, 2002 (the “Original Manufacturing Agreement”; capitalized terms used herein and not specifically otherwise defined shall have the meaning ascribed to them in the Original Manufacturing Agreement); and , and further to our correspondence to this matter we would like to put in writing our understanding regarding the changes and amendments to the Original Manufacturing Agreement.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2003 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
This Share Purchase Agreement (this “Agreement”) is made and entered into effective as of March 13, 2003 by and between Nexus Telocation Systems Ltd. (hereinafter “Nexus”), a company organized under the laws of the State of Israel, with offices at 1 Korazin Street, Givatayim, Israel, and each of the persons and entities whose names and addresses are set forth in Exhibit A attached hereto and who are signatories hereto (each of them, a “Purchaser”, and, severally and not jointly, the “Purchasers”). Additional purchasers may join this Share Purchase Agreement during a period of six (6) months following the Closing (as defined below) subject to the approval of the Lead Purchaser (as defined below) by executing a joinder letter in the form attached hereto as Exhibit B (each an “Additional Purchaser” and collectively, the “Additional Purchasers”) and upon execution thereof each Additional Purchaser shall be deemed a “Purchaser” hereunder; and the names and details of the Additional Purchase
Offer to Acquire NexusData Inc.Confidential • June 30th, 2003 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
The purpose of this agreement is to outline the principals of an agreement between Nexus Telocation Systems Ltd. (“Nexus”) and STORM International represented by Shlomo Nimrodi or any new entity, which shall be established for this purpose (the “Investor”) to acquire NexusData Inc. (“ND” or the “Company”).
