0001178913-08-001547 Sample Contracts

Contract
Debenture • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses

THIS DEBENTURE is issued on ______ 2004, by Negevtech Ltd. (hereinafter called “the Borrower”), a company incorporated in and under the laws of Israel, whose address is __________________________ in favour of BANK LEUMI LE-ISRAEL B.M. (hereinafter called “the Bank”).

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SERIES BB PREFERRED SHARE PURCHASE AGREEMENT
Preferred Share Purchase Agreement • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses

This Preferred Share Purchase Agreement (this “Agreement”) is entered into as of the 22nd day of March, 2006 by and between Negevtech Ltd. (hereinafter the “Company”) and a company formed under the laws of the State of Israel, the investors identified in Schedule A attached hereto (hereinafter each an “Investor” and collectively the “Investors”).

April 21, 2008 PERSONAL AND CONFIDENTIAL Negevtech Ltd. 12 HaMada Street Rehovot 76703 Israel Dear Sirs:
Financial Advisory Agreement • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses
AMENDED AND RESTATED CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses

THIS AMENDED AND RESTATED CONVERTIBLE LOAN AGREEMENT (the “Agreement”), amending and restating that certain Convertible Loan Agreement dated October 29, 2007, (the “Prior Loan Agreement”) by and among Negevtech Ltd., a company incorporated under the laws of the State of Israel (the “Company”) and the lenders listed hereunder (the “Lenders”), IS MADE by and among the Company and the Lenders as of this 5th day of June, 2008.

SERIES BB-4 PREFERRED SHARE PURCHASE AGREEMENT
Preferred Share Purchase Agreement • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses

I, David Alumot, of 5 Shoshanat HaAmakim, kehovot, in consideration of the sum of US$90,414 paid to me by Amadeus III Affiliates Fund LP, of 2711 Centervilie Road, Suite 400, Wilmington, New Castle County, Delaware (the “Transferee”) do hereby transfer to the Transferee, as of September 28, 2006, 48,727 Ordinary Shares having par value of NIS 0.01 each of Negevtech Ltd., registered in my name, to hold unto the Transferee, its executors, administrators, and assigns; and I, the Transferee, do hereby agree to accept the said shares.

SERIES A1 PREFERRED SHARE PURCHASE AGREEMENT
Series A1 Preferred Share Purchase Agreement • June 20th, 2008 • Negevtech Ltd. • Optical instruments & lenses

This Series A1 Preferred Share Purchase Agreement (this “Agreement”) is entered into as of the 20th day of July, 2007 by and between Negevtech Ltd., a private company organized under the laws of the State of Israel, with registered office at 12 Hamada Street, Rehovot, 76703 Israel, and corporate registration number 51-163426-3 (hereinafter the “Company”), and the Investors listed in Schedule A attached hereto (hereinafter each an “Investor” and collectively the “Investors”).

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