0001178924-09-000043 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 16th, 2009 • New Air, Inc. • Maryland

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________, 2009 between New Air, Inc. (the “Company”), and ____________ (“Indemnitee”).

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STOCK PURCHASE AND SALE AGREEMENT
Stock Purchase and Sale Agreement • October 16th, 2009 • New Air, Inc. • Maryland

THIS STOCK PURCHASE AND SALE AGREEMENT (the "Agreement") is dated as of September____, 2009, by and among NEW AIR, INC., a Maryland corporation (“Buyer”); each of the SELLERS listed in Annex A attached and incorporated hereto by reference (each a "Seller" and collectively the "Sellers"); and BABY’S BREATH LTD., an Israeli company ("Baby's Breath").

CONTRACT Made and executed in Tel Aviv on the 1st day of April 2007
New Air, Inc. • October 16th, 2009
AGREEMENT Made and executed in Tel Aviv on the _____ day of __________________
Agreement • October 16th, 2009 • New Air, Inc.

All of the above mentioned parties, the first through the seventh (with the exception of Amado) shall be referred to hereinafter as the “Shareholders” or the “Current Shareholders”

EMPLOYMENT AGREEMENT made entered into on this 1st day of July 2009 BETWEEN:
Employment Agreement • October 16th, 2009 • New Air, Inc. • Tel-Aviv
EMPLOYMENT AGREEMENT made entered into on this 1st day of July 2009 BETWEEN:
Employment Agreement • October 16th, 2009 • New Air, Inc. • Tel-Aviv
STOCKHOLDERS RIGHTS AGREEMENT
Stockholders Rights Agreement • October 16th, 2009 • New Air, Inc. • Delaware

THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of September ___, 2009, by and among New Air, Inc., a Maryland corporation (the "Corporation"); and the stockholders of the Corporation listed on Schedule 1 hereto (collectively, the "Holders" and individually, a "Holder").

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