ContractInspireMD, Inc. • April 6th, 2011 • Metal mining
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2011, between InspireMD, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2011, is made by and between InspireMD, Inc., a Delaware corporation (“Seller”), and Lynn Briggs (“Buyer”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining • Delaware
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
THIS AGREEMENT (the “Agreement”) is made and entered into this April, 1st, 2005 (the “Effective Date”), by and between InspireMD Ltd., an Israeli corporation (the “Company”), and Dr. Asher Holzer I.D. No. 513679431 of Shlomzion 22 Haifa (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
This Agreement is made and entered into on this _28__ of November, 2010, by and between Inspire MD Ltd., a company organized under the laws of the State of Israel, located at, 3 Menorat Hamaor St. Tel Aviv, Israel (the “Company”) and Craig Shore, ID No. 306399296 residing at 13/5 Shimon Ben Zvi St., Givatayim, Israel (the “Employee”).
Re: Loans Framework AgreementInspireMD, Inc. • April 6th, 2011 • Metal mining
We are putting in writing the agreement between us in respect to loans which you shall provide us, from time to time based on this agreement, and based on the specific loans agreement the example of which is attached hereto as appendix A and which shall be considered as a separate part of this letter, which shall be submitted to you in the future, from time to time, based on this framework agreement, and which shall be approved by you. All the loans which shall be provided to us shall be in accordance and subject to the “application to open an account” and/or “account changes” and “general account managing terms” and “general credit activities terms” and all their appendixes and amendments according to which we entered into a contractual engagement with the Bank, and all in these abovementioned documents, and all of their terms shall apply and be binding in respect to the loans that you will provide us.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2010 between InspireMD Ltd., a corporation formed under the laws of the State of Israel (the “Company”), and each of the entities and persons identified on the signature pages hereto (including their successors and assigns, each a “Purchaser” and collectively “Purchasers”).
SECOND AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining • New York
This Second Amendment to Share Exchange Agreement (this “Amendment”), dated as of March 25, 2011, is by and among Saguaro Resources, Inc., a Delaware corporation (the “Parent”), InspireMD Ltd., a company incorporated under the laws of the state of Israel (the “Company”), and the shareholders of the Company that are signatory hereto or who sign a joinder in the Form of Exhibit A to the Agreement (as referenced below) (each a “Shareholder” and, jointly, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
THIS AGREEMENT (the “Agreement”) is made and entered into this June 26th,2005 (the “Effective Date”), by and between InspireMD Ltd., an Israeli corporation (the “Company”), and Eli Bar I.D. No. 059078873 of Moshav Megadim POB 273, 30875 (the “Employee”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
This Amendment (the "Amendment"), entered into as of March 28, 2011 (the “Effective Date”) is made by and between INSPIREMD Ltd. of 3 Menorat Hamaor St., Tel Aviv, Israel, a private company organized and existing under the laws of Israel (the “Company”), and Dr. Asher Holzer, Israeli ID#___________, residing at __________________, Israel (the "Employee"; each of the Company and Employee, a “Party” and together, the “Parties”).
AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED __05/2005 BY AND BETWEEN Paz ofir__ AND INSPIRE MD LTDEmployment Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
Manufacturing AgreementManufacturing Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
Contents 1. Definitions and interpretation 1 2. Manufacture and supply of Products 2 3. Price payment, taxes 3 4. Delivery Risk and property in the Products 4 5. Intellectual property rights of the Company 4 6. Warranty 4 7. Liability 5 8. Confidential information 5 9. Force majeure 5 10. Term 6 11. Termination 6 12. General 6 13. Governing law and jurisdiction 7 List of agreement Schedules 8
UNPROTECTED LEASING AGREEMENT Which is made and which is signed at Tel Aviv on 22/2/07Unprotected Leasing Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
WHEREAS The lessor is the occupier (the proprietor of the property) and the sole proprietor of the rights of the land property which is located at 3 Menorat Hamaor Street in Tel Aviv and which is known as part of parcel 533 (formally 162) in block 7093 which includes approximately 825 square meters gross in floor d’ (and all in accordance with the plan which is hereby attached to this agreement as an inseparable part thereof and which is marked as appendix a’ (hereinafter: “the leased premises”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • April 6th, 2011 • InspireMD, Inc. • Metal mining • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of March 30, 2011, by InspireMD, Inc., a Delaware corporation (“Assignor”), and Saguaro Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Assignor (“Assignee”).
LICENSE AGREEMENTLicense Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining • New Jersey
THIS LICENSE AGREEMENT (this “Agreement”) is made as of March 19, 2010 (the “Effective Date”), by and among Svelte Medical Systems, Inc., a Delaware corporation having its principal place of business at 657 Central Avenue, New Providence, New Jersey 07974 (collectively, “Licensor”), and Inspire/MD Ltd., an Israeli corporation, having its principal place of business at 3 Menorat Hamaor St., Tel Aviv, Israel (“Licensee”). Licensor and Licensee are each individually referred to herein without distinction as a “Party” and collectively as the “Parties.”
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining • New York
This Amendment to Share Exchange Agreement (this “Amendment”), dated as of February 24, 2011, is by and among Saguaro Resources, Inc., a Delaware corporation (the “Parent”), InspireMD Ltd., a company incorporated under the laws of the state of Israel (the “Company”), and the shareholders of the Company that are signatory hereto or who sign a joinder in the Form of Exhibit A to the Agreement (as referenced below) (each a “Shareholder” and, jointly, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
2nd AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
This Amendment (the "Amendment"), entered into as of March 28, 2011 (the “Effective Date”) is made by and between INSPIREMD Ltd. of 3 Menorat Hamaor St., Tel Aviv, Israel, a private company organized and existing under the laws of Israel (the “Company”), and Mr. Ofir Paz Israeli ID#___________, residing at __________________, Israel (the "Employee"; each of the Company and Employee, a “Party” and together, the “Parties”).
DEVELOPMENT AGREEMENTDevelopment Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining
This Agreement (the “Agreement”) is made and entered on the 15 day of January 2007 (the “Effective Date”), by and between InspireMD Ltd., a company duly organized and existing under the laws of the State of Israel having a principal place of business at 4 Derech Hashalom St. Tel Aviv, Israel (“Inspire”), and Qualimed Innovative Medizinprodukte GmbH having a principal place of buisness at Boschstraße 16, 21423 Winsenan, Germany (”Qualimed”).
