State of Israel
|
2000
|
Not Applicable
|
(State or other jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
Classification Code Number)
|
|
Brian K. Rosenzweig
|
Yaron Kaiser, Adv.
|
Gary Emmanuel, Esq.
|
Zvi Gabbay
|
Sarah C. Griffiths
|
Kaufman, Rabinovich, Kaiser, Raz & Co.
|
McDermott Will & Emery LLP
|
Ron Shuhatovich
|
Covington & Burling LLP
|
40 Tuval Street
|
340 Madison Avenue
|
Barnea & Co.
|
620 Eighth Avenue
|
Ramat Gan 5252247, Israel
|
New York, NY 10173
|
58 HaRakevet St.
|
New York, NY 10018
|
Tel: +972 (3) 374-2282
|
Tel: (212) 547-5400
|
Tel Aviv 6777016, Israel
|
Tel: (212) 841-1000
|
|
|
Tel: +972 (3) 640-0600
|
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,
2012.
|
Title of each class of securities to be registered
|
Proposed maximum aggregate offering price(1)(2)(3)
|
Amount of
registration fee
|
||||||
Ordinary shares, no par value, as represented by American Depositary Shares
|
$
|
28,750,000
|
$
|
3,137
|
(1)
|
Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price.
|
(2)
|
Includes shares granted pursuant to the underwriters’ option to purchase additional ADSs.
|
(3)
|
American Depositary Shares, or ADSs, issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. ). Each ADS
represents ordinary share(s).
|
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Per ADS
|
Total | |||||||
Initial public offering price
|
$ |
|
$ |
|
||||
Underwriting discounts and commissions(1)
|
$ |
|
$ |
|
||||
Proceeds to us (before expenses)
|
$ |
|
$ |
|
4 | |
14 | |
44 | |
45 | |
46 | |
47 | |
48 | |
50
|
|
57
|
|
68
|
|
85
|
|
94
|
|
96
|
|
97
|
|
102
|
|
109 | |
111 | |
118 | |
123 | |
123 | |
124 | |
125 | |
126 | |
F - 1
|
|
• |
We have experienced net losses in every period since the inception of MeaTech and we expect to continue incurring significant losses for the foreseeable future and may never become profitable;
|
|
• |
We have a limited operating history to date and our prospects will be dependent on our ability to meet a number of challenges;
|
|
• |
Our business and market potential are unproven, and we have limited insight into trends that may emerge and affect our business;
|
|
• |
We are wholly dependent on the success of our cultured meat manufacturing technologies, including our cultured steak technologies, and we have limited data on the performance of our technologies to date;
|
|
• |
The research and development associated with technologies for cultured meat manufacturing, including three-dimensional meat production, is a lengthy and complex process;
|
|
• |
Business or economic disruptions or global health concerns, including the novel coronavirus disease, or COVID-19, pandemic, may have an adverse impact on our business and results of operations;
|
|
• |
We may not be able to compete successfully in our highly competitive market;
|
|
• |
We may suffer reputational harm due to real or perceived quality or health issues with products manufactured by our licensees using our technology;
|
|
• |
Consumer preferences for alternative proteins in general, and more specifically cultured meats, are difficult to predict and may change, and, if we are unable to respond quickly to new trends, our business may be adversely affected;
|
|
• |
We have no manufacturing experience or resources and we expect we will incur significant costs to develop this expertise or need to rely on third parties for manufacturing;
|
|
• |
We expect that a small number of customers will account for a significant portion of our revenues, and the loss of one or more of these customers could adversely affect our financial condition and results of operations;
|
|
• |
We expect that products utilizing our technologies will be subject to regulations that could adversely affect our business and results of operations;
|
|
• |
Regulatory authorities may impose new regulations on manufacturers of alternative proteins;
|
|
• |
Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the U.S. Department of Agriculture, state regulators or similar foreign regulatory authorities that relate to the use of the word “meat”
or other similar words in connection with cultured meat products could adversely affect our business, prospects, results of operations or financial condition;
|
|
• |
If we are unable to obtain and maintain effective intellectual property rights for our technologies, we may not be able to compete effectively in our markets;
|
|
• |
If there are significant shifts in the political, economic and military conditions in Israel, it could have an adverse impact on our operations;
|
|
• |
If we encounter delays or challenges, such as operational challenges inherent in managing a foreign business, we may not fully realize the anticipated benefits of the acquisition of Peace of Meat; and
|
|
• |
Other risks and uncertainties, including those listed in the section titled “Risk Factors.”
|
|
• |
a requirement to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of
Operations disclosure;
|
|
• |
to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirement to hold a
non-binding advisory vote on executive compensation, including golden parachute compensation;
|
|
• |
an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and
|
|
• |
an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor’s report providing additional information about the audit and the financial
statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Emerging Growth Company Status.”
|
|
• |
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;
|
|
• |
the requirement to comply with Regulation FD, which restricts selective disclosure of material information;
|
|
• |
the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
|
|
• |
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified
significant events.
|
ADSs we are offering
|
ADSs (or ADSs if the underwriters exercise their option to purchase additional ADSs in full), representing ordinary shares.
|
Ordinary shares to be outstanding after this offering
|
ordinary shares, including ordinary shares represented by outstanding ADSs (or ordinary shares if the underwriters exercise their option to purchase additional ADSs in full).
|
The ADSs
|
Each ADS represents of our ordinary shares, no par value.
The depositary will hold ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time.
To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed
as an exhibit to the registration statement that includes this prospectus.
|
Option to purchase additional
ADSs
|
We have granted the underwriters an option to purchase up to additional ADSs from us within 30 days of the date of this prospectus at the public offering price, less the underwriting discounts and
commissions.
|
Use of proceeds
|
We estimate that we will receive net proceeds from this offering of approximately $ , or approximately $ if the underwriters exercise their option to purchase additional ADSs in full, from
the sale by us of ADSs in this offering, based on an assumed initial public offering price of $ per ADS, which represents the mid-point of the range set forth on the cover page of this prospectus, after deducting underwriting
discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to advance our program to develop commercial technologies to manufacture alternative foods, including
potential acquisitions of other companies whose technologies are complementary or synergistic to our own, and for general corporate purposes, including working capital requirements. See “Use of Proceeds” for more information.
|
Risk factors
|
See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the ADSs.
|
Depositary
|
The Bank of New York Mellon
|
Proposed Nasdaq Capital Market symbol
|
“MITC”
|
Tel Aviv Stock Exchange symbol
|
“MEAT”
|
|
• |
8,327,747 ordinary shares issuable upon exercise of options outstanding as of February 17, 2021 at a weighted average exercise price of $0.91 per share;
|
|
• |
26,089,573 ordinary shares issuable upon exercise of investor warrants outstanding as of February 17, 2021 at a weighted average exercise price of $1.24 per share;
|
|
• |
1,294,293 ordinary shares issuable upon the vesting of restricted share units, or RSUs, outstanding as of February 17, 2021, in return for which recipients are required to pay a weighted average of $0.09 per share;
|
|
• |
6,359,480 ordinary shares issuable upon vesting of merger warrants that had been granted and remained outstanding as of February 17, 2021 with no exercise price;
|
|
• |
5,445,764 ordinary shares issuable upon exercise of rights to investors that had been granted and remained outstanding as of February 17, 2021 at a weighted average exercise price of $0.23 per share; and
|
|
• |
1,925,000 ordinary shares issuable upon exercise of warrants underlying rights to investors that had been granted and remained outstanding as of February 17, 2021 at a weighted average exercise price of $1.21 per share.
|
|
• |
an initial public offering price of $ per ADS, which represents the midpoint of the range set forth on the cover page of this prospectus;
|
|
• |
no exercise of the outstanding options described above;
|
|
• |
no issuance of ordinary shares upon vesting of the RSUs described above;
|
|
• |
no exercise of rights upon vesting of the share rights described above;
|
|
• |
no exercise of the warrants to purchase ordinary shares described above; and
|
|
• |
no exercise by the underwriters of their option to purchase up to additional ADSs from us.
|
|
|
Six Months Ended June 30,
|
Year Ended
December 31,
|
Eight-Month Period Ended December 31,
|
|||||||||||||
|
2020
|
2019
|
2019
|
2018
|
||||||||||||
Consolidated Statement of Income:
|
(USD, in thousands, except per share data)
|
|||||||||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
51
|
||||||||
Operating expenses:
|
||||||||||||||||
Research and development expenses
|
850
|
14
|
166
|
-
|
||||||||||||
General and administrative expenses
|
2,006
|
38
|
256
|
53
|
||||||||||||
Public listing expenses
|
10,164
|
-
|
-
|
-
|
||||||||||||
Operating loss
|
13,020
|
52
|
422
|
2
|
||||||||||||
Financing expense (income), net
|
(56
|
)
|
-
|
1
|
-
|
|||||||||||
Net loss
|
$
|
12,964
|
$
|
52
|
$
|
423
|
$
|
2
|
||||||||
Net loss per ordinary share, basic and diluted(1)
|
$
|
0.262
|
$
|
0.003
|
$
|
0.022
|
$
|
0
|
||||||||
Weighted average number of ordinary shares outstanding, basic and diluted
|
49,476,813
|
14,919,810
|
19,484,478
|
14,919,810 |
|
(1) |
Net loss per share for periods prior to the closing date of the Merger were calculated by dividing the weighted average of Meat-Tech 3D’s ordinary shares that were outstanding during the corresponding periods, into the loss or earnings
of MeaTech in the corresponding periods, multiplied by the exchange ratio according to which ordinary shares of Meat-Tech 3D were issued in return for ordinary shares of MeaTech. Subsequent to the Merger date, the weighted average of the
ordinary shares used in calculating the net loss per share is that of Meat-Tech 3D.
|
|
As of June 30, 2020
|
|||||||||||
|
Actual
|
Pro Forma(1)
|
Pro Forma As Adjusted (2)(3)
|
|||||||||
Consolidated Statements of Financial Position Data:
|
(USD, in thousands)
|
|||||||||||
Cash and cash equivalents
|
$
|
5,201
|
$
|
13,026
|
|
|||||||
Total assets
|
7,064
|
24,741
|
|
|||||||||
Total liabilities
|
608
|
2,222 |
|
|||||||||
Total shareholders’ equity
|
$
|
6,456
|
$
|
22,468
|
|
|
(1) |
The pro forma consolidated statements of financial position data give effect to (i) private placements of our securities in August 2020 and December 2020, in which we received $5.6 million and $6.4
million, respectively, in immediate aggregate net proceeds and (ii) our acquisition of the outstanding securities of Peace of Meat in return for net cash consideration (i.e., closing cash consideration paid to Peace of Meat
shareholders and in legal and finder’s fees, less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million).
|
|
(2) |
The pro forma as adjusted consolidated statements of financial position data give effect to the issuance and sale ofADSs by us in this offering at the assumed initial public offering price of $per ADS, which is the midpoint of the
price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
|
|
(3) | A $1.00 increase (decrease) in the assumed initial public offering price of $ per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by approximately $ , assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of in the number of ADSs we are offering would increase (decrease) each of our pro forma as adjusted cash and cash equivalents, total shareholders’ equity and total capitalization by approximately $ , assuming no change in the assumed initial public offering price per ADS, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. |
|
Six Months Ended August 31, 2020
|
Period Ended
February 29, 2020
|
||||||
Statement of Loss:
|
(EUR in thousands, except per share data)
|
|||||||
Operating expenses:
|
||||||||
Research and development expenses
|
548
|
138
|
||||||
Selling, general and administrative expenses
|
174
|
163
|
||||||
Operating loss
|
722
|
301
|
||||||
Financing expense (income), net
|
138
|
215
|
||||||
Net loss
|
860
|
516
|
|
As of August 31, 2020
|
|||
Statement of Financial Position Data:
|
(EUR in thousands)
|
|||
Cash and cash equivalents
|
312
|
|||
Total assets
|
550
|
|||
Total liabilities
|
1,395
|
|||
Total shareholders’ equity
|
(845
|
)
|
•
|
Our progress with current research and development activities;
|
• |
the number and characteristics of any products or manufacturing processes we develop or acquire;
|
• |
the expenses associated with our marketing initiatives;
|
• |
the timing, receipt and amount of milestone, royalty and other payments from future customers and collaborators, if any;
|
• |
the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes;
|
• |
any lawsuits related to our products or commenced against us;
|
• |
the expenses needed to attract, hire and retain skilled personnel;
|
• |
the costs associated with being a public company in both Israel and the United States; and
|
• |
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation.
|
• |
increased operating expenses and cash requirements;
|
• |
the assumption of additional indebtedness or contingent liabilities;
|
• |
assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;
|
• |
the diversion of our management’s attention from our existing programs and initiatives in pursuing such a strategic merger or acquisition;
|
• |
retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships;
|
• |
risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing technologies; and
|
• |
our inability to generate revenue from acquired technologies or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.
|
• |
the judgment is enforceable in the state in which it was given;
|
• |
the judgment was rendered by a court of competent jurisdiction under the rules of private international law prevailing in Israel;
|
• |
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
|
• |
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard;
|
• |
the judgment and the enforcement of the judgment are not contrary to the law, public policy, security or sovereignty of the State of Israel;
|
• |
the judgment was not obtained by fraudulent means and does not conflict with any other valid judgment in the same matter between the same parties; and
|
• |
an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court.
|
• |
changes in the prices of our raw materials or the products manufactured in factories using our technologies;
|
• |
the trading volume of the ADSs;
|
• |
the effects of the COVID-19 pandemic;
|
• |
general economic, market and political conditions, including negative effects on consumer confidence and spending levels that could indirectly affect our results of operations;
|
• |
actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results;
|
• |
announcements by us or our competitors of innovations, other significant business developments, changes in distributor relationships, acquisitions or expansion plans;
|
• |
announcement by competitors or new market entrants of their entry into or exit from the alternative protein market;
|
• |
overall conditions in our industry and the markets in which we intend to operate;
|
• |
market conditions or trends in the packaged food sales industry that could indirectly affect our results of operations;
|
• |
addition or loss of significant customers or other developments with respect to significant customers;
|
• |
adverse developments concerning our manufacturers and suppliers;
|
• |
changes in laws or regulations applicable to our products or business;
|
• |
our ability to effectively manage our growth and market expectations with respect to our growth, including relative to our competitors;
|
• |
changes in the estimation of the future size and growth rate of our markets;
|
• |
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
• |
additions or departures of key personnel;
|
• |
competition from existing products or new products that may emerge;
|
• |
issuance of new or updated research or reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;
|
• |
variance in our financial performance from the expectations of market analysts;
|
• |
our failure to meet or exceed the estimates and projections of the investment community or that we may otherwise provide to the public;
|
• |
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
• |
disputes or other developments related to proprietary rights, including patents, and our ability to obtain intellectual property protection for our products;
|
• |
litigation or regulatory matters;
|
• |
announcement or expectation of additional financing efforts;
|
• |
our cash position;
|
• |
sales and short-selling of the ADSs;
|
• |
our issuance of equity or debt;
|
• |
changes in accounting practices;
|
• |
ineffectiveness of our internal controls;
|
• |
negative media or marketing campaigns undertaken by our competitors or lobbyists supporting the conventional meat industry;
|
• |
the public’s response to publicity relating to the health aspects or nutritional value of products to be manufactured in factories using our technologies; and
|
• |
other events or factors, many of which are beyond our control.
|
• |
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
|
• |
are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;
|
• |
are not liable if we exercise or it exercises discretion permitted under the deposit agreement;
|
• |
are not liable for the inability of any holder of the ADSs to benefit from any distribution on deposited securities that is not made available to holders of the ADSs under the terms of the deposit agreement, or
for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
|
• |
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on behalf of the holders of the ADSs or any other person;
|
• |
are not liable for the acts or omissions of any securities depositary, clearing agency or settlement system; and
|
• |
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.
|
• |
an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act; and
|
• |
an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be
required to provide additional information about our audit and our financial statements.
|
• |
our estimates regarding our expenses, future revenue, capital requirements and needs for additional financing;
|
• |
our expectations regarding the success of our cultured meat manufacturing technologies we are developing, which will require significant additional work before we can potentially launch commercial sales;
|
• |
our research and development activities associated with technologies for cultured meat manufacturing, including three-dimensional meat production, which involves a lengthy and complex process;
|
• |
our expectations regarding the timing for the potential commercial launch of our cultured meat technologies;
|
• |
our ability to successfully manage our planned growth;
|
• |
the potential business or economic disruptions caused by the COVID-19 pandemic;
|
• |
the competitiveness of the market for our cultured meat technologies;
|
• |
our ability to enforce our intellectual property rights and to operate our business without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties;
|
• |
our ability to predict and timely respond to preferences for alternative proteins and cultured meats and new trends;
|
• |
our ability to attract, hire and retain qualified employees and key personnel; and
|
• |
other risks and uncertainties, including those listed in the section titled “Risk Factors.”
|
• |
on an actual basis;
|
|
• |
on a pro forma basis to give effect to (i) private placements of our securities in August 2020 and December 2020, in which we received $5.6 million and $6.4 million, respectively, in immediate aggregate net
proceeds and (ii) our acquisition of the outstanding securities of Peace of Meat, in return for net cash consideration (i.e., closing cash consideration less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million)
and closing equity consideration of 4,070,766 ordinary shares; and
|
• |
on a pro forma as adjusted basis to give further effect to the issuance and sale of ADSs in this offering at an assumed initial public offering price of $per ADS, the midpoint of the price range set forth on the
cover page of this prospectus, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.
|
|
As of June 30, 2020
|
|||||||||||
Actual | Pro Forma | Pro Forma As Adjusted(1) | ||||||||||
(USD, in thousands, except share data)
|
||||||||||||
Ordinary shares, no par value: 1,000,000,000 shares authorized, 60,071,351 shares issued and outstanding (actual); 76,225,877 shares issued and outstanding (pro forma); shares issued and outstanding (pro
forma as adjusted)
|
$
|
—
|
$
|
—
|
|
|||||||
Share capital and premium
|
18,497
|
22,485 |
|
|||||||||
Capital reserves
|
1,348
|
1,348
|
|
|||||||||
Currency translation differences reserve
|
—
|
(57
|
)
|
|||||||||
Accumulated deficit
|
(13,389
|
)
|
(13,389
|
)
|
|
|||||||
Total shareholders’ capital equity
|
$
|
6,456
|
$
|
10,387
|
|
(1)
|
A $1.00 increase (decrease) in the assumed initial public offering price of $per ADS, the midpoint of the price range set forth on the cover
page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by approximately $ , assuming that the number of ADSs offered by
us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of in the number of
ADSs we are offering would increase (decrease) each of our pro forma as adjusted total shareholders’ equity and total capitalization by approximately $, assuming no change in the assumed initial public offering price per ADS, after
deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
|
• |
5,481,111 ordinary shares issuable upon exercise of options outstanding as of June 30, 2020 at a weighted average exercise price of $0.74 per share;
|
• |
12,491,144 ordinary shares issuable upon exercise of investor warrants outstanding as of June 30, 2020 at a weighted average exercise price of $0.93 per share;
|
• |
1,527,743 ordinary shares issuable upon the vesting of RSUs outstanding as of June 30, 2020, in return for which recipients are required to pay a weighted average of $0.09 per share; and
|
• |
12,718,960 ordinary shares issuable upon vesting of merger warrants that had been granted and remained outstanding as of June 30, 2020 with no exercise price.
|
• |
subtracting our consolidated liabilities from our consolidated tangible assets; and
|
• |
dividing the difference by the number of ordinary shares or ADSs outstanding, as applicable.
|
• |
an increase in consolidated tangible assets to reflect the net proceeds of this offering received by us as described under “Use of Proceeds”; and
|
• |
the issuance of the ADSs in this offering, assuming an initial public offering price of $ per ADS, which represents the midpoint of the price range set forth on the cover page of this prospectus.
|
Assumed initial public offering price per ADS
|
$
|
|||
Consolidated net tangible book value per ADS as of June 30, 2020
|
$
|
|||
Increase in consolidated net tangible book value per ADS attributable to the pro forma adjustments described above
|
$
|
|||
Pro forma net tangible book value per ADS
|
$
|
|||
Increase in consolidated net tangible book value per ADS attributable to this offering
|
$
|
|||
Pro forma as adjusted net tangible book value per ADS after this offering
|
$
|
|||
Dilution per ADS to new investors
|
$
|
|||
Percentage of dilution per ADS to new investors
|
%
|
|
ADSs purchased
|
Total consideration
|
Average
price per share |
|||||||||||||||||
|
Number
|
%
|
Amount |
%
|
||||||||||||||||
|
||||||||||||||||||||
Existing shareholders
|
|
|
|
|
|
|||||||||||||||
New investors |
|
|
|
|
|
|||||||||||||||
Total |
|
|
|
|
|
|
ADSs purchased
|
Total consideration
|
Average
price per share |
|||||||||||||||||
|
Number
|
%
|
Amount |
%
|
||||||||||||||||
|
||||||||||||||||||||
Existing shareholders
|
|
|
|
|
|
|||||||||||||||
New investors |
|
|
|
|
|
|||||||||||||||
Total |
|
|
|
|
|
Six Months Ended June 30,
|
Year Ended
December 31,
|
Eight-Month Period Ended December 31,
|
||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
Consolidated Statement of Income:
|
(USD, in thousands, except per share data)
|
|||||||||||||||
Revenues
|
-
|
-
|
-
|
51
|
||||||||||||
Expenses:
|
||||||||||||||||
Research and development expenses
|
850
|
14
|
166
|
-
|
||||||||||||
General and administrative expenses
|
2,006
|
38
|
256
|
53
|
||||||||||||
Public listing expenses
|
10,164
|
-
|
-
|
-
|
||||||||||||
Operating loss
|
13,020
|
52
|
422
|
2
|
||||||||||||
Financing expense (income), net
|
(56
|
)
|
-
|
1
|
-
|
|||||||||||
Loss for the period
|
12,964
|
52
|
423
|
2
|
||||||||||||
Loss per ordinary share without par value
|
0.262
|
0.003
|
0.022 |
0
|
||||||||||||
Weighted average number of ordinary shares outstanding, basic and diluted
|
49,476,813
|
14,919,810 | 19,484,478 | 14,919,810 |
As of
June 30, |
As of
December 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
Consolidated Statements of Financial Position Data:
|
(USD, in thousands)
|
|||||||||||||||
Cash and cash equivalents
|
$
|
5,201
|
$
|
5
|
$
|
1,274
|
$
|
31
|
||||||||
Total assets
|
7,064
|
8
|
1,987
|
35
|
||||||||||||
Total liabilities
|
608
|
49
|
496
|
37
|
||||||||||||
Total shareholders’ equity
|
$
|
6,456
|
$
|
(41
|
)
|
$
|
1,491
|
$
|
(2
|
)
|
-
|
Closing consideration, or the Closing Consideration, comprised of €4.1 million ($4.6 million) in cash (including the closing finder’s cash fee of €0.1 million ($0.1 million) and legal fees of $0.1
million); 4,070,766 ordinary shares at an aggregate value of €4.4 million valued at a fair value of €3.6 million ($4.0 million) after discount for lack of marketability, or DLOM, in our ordinary shares, stemming from recipient
agreement not to re-sell these shares for a period of 12 months from the date we complete the acquisition; and
|
|
- |
Earnout consideration contingent on the achievement of technological milestones, comprised of up to €3.9 million ($4.4 million) in cash; a finder’s fee comprised of €0.1 million ($0.1 million) in cash;
and rights to receive up to 4,070,766 ordinary shares with a fair value of €2.4 million ($2.7 million).
|
|
|
|
|
Pro Forma Adjustment
|
|||||||||||||||||||
(thousands)
|
Meat-Tech 3D Ltd. Historical
USD |
Peace of Meat BV
Historical
EUR |
Peace of Meat BV
Historical
USD(1) |
Pro Forma
Adjustments USD |
Pro Forma
Combined USD |
|||||||||||||||
Current assets
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
5,201
|
312
|
$
|
372
|
$
|
(4,628
|
)
|
$
|
945
|
||||||||||
Receivables
|
73
|
64
|
76
|
-
|
149
|
|||||||||||||||
Other current assets
|
134
|
11
|
13
|
-
|
147
|
|||||||||||||||
|
||||||||||||||||||||
Total current assets
|
5,408
|
387
|
461
|
(4,628
|
)
|
1,241
|
||||||||||||||
Non-current assets
|
||||||||||||||||||||
Fixed assets, net
|
277
|
144
|
172
|
-
|
449
|
|||||||||||||||
Restricted deposits
|
72
|
-
|
-
|
-
|
72
|
|||||||||||||||
Other investments
|
1,164
|
-
|
-
|
-
|
1,164
|
|||||||||||||||
Right-of-use assets
|
143
|
14
|
17
|
-
|
160
|
|||||||||||||||
IP R&D Technology
|
-
|
-
|
-
|
9,568
|
9,568
|
|||||||||||||||
Intangible assets
|
-
|
5
|
6
|
-
|
6
|
|||||||||||||||
|
||||||||||||||||||||
Total non-current assets
|
1,656
|
163
|
195
|
9,568
|
11,419
|
|||||||||||||||
|
||||||||||||||||||||
Total assets
|
7,064
|
550
|
656
|
4,940
|
12,660
|
|||||||||||||||
|
||||||||||||||||||||
Liabilities and shareholders’ equity
|
||||||||||||||||||||
Current liabilities
|
||||||||||||||||||||
Convertible debentures
|
-
|
1,182
|
1,411
|
-
|
1,411
|
|||||||||||||||
Other payables
|
398
|
25
|
30
|
-
|
428
|
|||||||||||||||
Trade payables
|
61
|
104
|
124
|
-
|
185
|
|||||||||||||||
Lease liabilities
|
109
|
3
|
4
|
-
|
113
|
|||||||||||||||
Derivative instruments
|
3
|
-
|
-
|
-
|
3
|
|||||||||||||||
Grants received in advance
|
-
|
69
|
82
|
-
|
82
|
|||||||||||||||
|
5
|
|||||||||||||||||||
Total current liabilities
|
571
|
1,383
|
1,651
|
-
|
2,222
|
|||||||||||||||
Non-current liabilities
|
||||||||||||||||||||
Long-term lease liabilities
|
37
|
12
|
14
|
-
|
51
|
|||||||||||||||
|
||||||||||||||||||||
Total non-current liabilities
|
37
|
12
|
14
|
-
|
51
|
|||||||||||||||
Commitments
|
||||||||||||||||||||
Share capital and premium on shares
|
18,497
|
5
|
6
|
3,982
|
22,485
|
|||||||||||||||
Capital reserve
|
1,348
|
526
|
593
|
(593
|
)
|
1,348
|
||||||||||||||
Currency translation differences reserve
|
-
|
-
|
(72
|
)
|
15
|
(57
|
)
|
|||||||||||||
Accumulated deficit
|
(13,389
|
)
|
(1,376
|
)
|
(1,536
|
)
|
1,536
|
(13,389
|
)
|
|||||||||||
|
||||||||||||||||||||
Total shareholders’ deficit/equity
|
6,456
|
(845
|
)
|
(1,009
|
)
|
4,940
|
10,387
|
|||||||||||||
Total liabilities and shareholders’ deficit/equity
|
$
|
7,064
|
550
|
$
|
656
|
$
|
4,940
|
$
|
12,660
|
|
(1) |
See Note 3 – Foreign Currency Adjustments
|
|
Pro Forma Adjustment
|
|||||||||||||||||||
(thousands,
except share and per share data)
|
Meat-Tech 3D Ltd. Historical
USD |
Peace of Meat BV
Historical
EUR |
Peace of Meat BV
Historical
USD(1) |
Pro Forma
Adjustments USD |
Pro Forma
Combined USD |
|||||||||||||||
|
||||||||||||||||||||
Research and development expenses
|
$
|
166
|
138
|
$
|
151
|
$
|
-
|
$
|
317
|
|||||||||||
General and administrative expenses
|
256
|
163
|
181
|
-
|
437
|
|||||||||||||||
|
||||||||||||||||||||
Operating result
|
422
|
301
|
332
|
-
|
754
|
|||||||||||||||
Financial income
|
(1
|
)
|
-
|
-
|
(1
|
)
|
||||||||||||||
Financial expenses
|
2
|
215
|
238
|
-
|
240
|
|||||||||||||||
|
||||||||||||||||||||
Financial result
|
1
|
215
|
238
|
239
|
||||||||||||||||
|
||||||||||||||||||||
Loss before taxes
|
423
|
516
|
570
|
-
|
993
|
|||||||||||||||
Taxes on income
|
-
|
-
|
-
|
-
|
||||||||||||||||
|
||||||||||||||||||||
Net loss
|
423
|
516
|
570
|
-
|
993
|
|||||||||||||||
|
||||||||||||||||||||
Foreign currency translation adjustments
|
(22
|
)
|
-
|
-
|
-
|
(22
|
)
|
|||||||||||||
|
||||||||||||||||||||
Net loss
|
$
|
401
|
516
|
$
|
570
|
$
|
-
|
$
|
971
|
|||||||||||
Basic and diluted loss per share
|
$
|
0.022
|
$
|
0.042
|
||||||||||||||||
Weighted average number of shares outstanding – basic and diluted
|
19,484,478
|
4,070,766
|
23,555,244
|
|
(1) |
See Note 3 – Foreign Currency Adjustments
|
|
Pro Forma Adjustment
|
|||||||||||||||||||
(thousands, except
share and per share data)
|
Meat-Tech 3D Ltd. Historical
USD |
Peace of Meat BV
Historical
EUR |
Peace of Meat BV
Historical
USD(1) |
Pro Forma
Adjustments USD |
Pro Forma
Combined USD |
|||||||||||||||
|
||||||||||||||||||||
Research and development expenses
|
$
|
850
|
548
|
$
|
616
|
$
|
-
|
$
|
1,466
|
|||||||||||
General and administrative expenses
|
2,006
|
174
|
196
|
-
|
2,202
|
|||||||||||||||
Public listing expenses
|
10,164
|
-
|
-
|
10,164
|
||||||||||||||||
|
||||||||||||||||||||
Operating result
|
13,020
|
722
|
812
|
13,832
|
||||||||||||||||
Financial income
|
(56
|
)
|
(1
|
)
|
(-
|
)
|
-
|
(56
|
)
|
|||||||||||
Financial expenses
|
-
|
139
|
155
|
-
|
155
|
|||||||||||||||
|
||||||||||||||||||||
Financial result
|
(56
|
)
|
138
|
155
|
-
|
99
|
||||||||||||||
|
||||||||||||||||||||
Loss before taxes
|
12,964
|
860
|
967
|
-
|
13,931
|
|||||||||||||||
Taxes on income
|
-
|
-
|
-
|
-
|
||||||||||||||||
|
||||||||||||||||||||
Net loss
|
12,964
|
860
|
967
|
-
|
13,931
|
|||||||||||||||
Attributable to:
|
||||||||||||||||||||
Foreign currency translation adjustments
|
(51
|
)
|
-
|
-
|
-
|
(51
|
)
|
|||||||||||||
Net change in fair value of financial assets
|
334
|
-
|
-
|
-
|
334
|
|||||||||||||||
|
||||||||||||||||||||
Net loss
|
$
|
13,247
|
860
|
$
|
967
|
$
|
-
|
$
|
14,214
|
|||||||||||
Basic and diluted loss per share
|
$
|
0.262
|
$
|
0.260
|
||||||||||||||||
Weighted average number of shares outstanding – basic and diluted
|
49,476,813
|
4,070,766
|
53,547,579
|
|
(1) |
See Note 3 – Foreign Currency Adjustments
|
|
U.S. Dollars per Euro
|
|||
Average exchange rate for six months ended August 31, 2020
|
1.12
|
|||
Period-end exchange rate as of August 31, 2020
|
1.19
|
|||
Average exchange rate for six months ended February 29, 2020
|
1.1
|
|||
Period-end exchange rate as of February 29, 2020
|
1.1
|
|
- | A decrease of $4.6 million (€4.1 million) in cash, representing the cash portion of the purchase price; |
|
- |
An increase of $4.0 million (€3.6 million) to share capital, representing the portion of the purchase price related to the issuance of 4,070,766 ordinary shares of Meat-Tech 3D;
|
|
- | An adjustment whereby $9.6 million (€8.5 million) was recorded in in-process research and development technology intangible assets; and |
• |
employee-related expenses, such as salaries and share-based compensation;
|
• |
expenses relating to outsourced and contracted services, such as external laboratories and consulting, research and advisory services;
|
• |
supply and development costs;
|
• |
expenses incurred in operating our laboratories and small-scale equipment; and
|
• |
costs associated with regulatory compliance.
|
Six Months Ended June 30,
|
Year Ended December 31,
|
Eight-Month Period Ended December 31,
|
||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
USD thousands
|
||||||||||||||||
Revenues
|
-
|
-
|
-
|
$
|
51
|
|||||||||||
Gross Profit
|
-
|
-
|
-
|
$
|
51
|
|||||||||||
Operating expenses:
|
||||||||||||||||
Research and development expenses
|
$
|
850
|
$
|
14
|
$
|
166
|
$
|
-
|
||||||||
General and administrative expenses
|
2,006
|
38
|
256
|
53
|
||||||||||||
Public Listing expenses
|
10,164
|
-
|
-
|
-
|
||||||||||||
Loss from operations
|
$
|
13,020
|
$
|
52
|
$
|
422
|
$
|
2
|
||||||||
Finance income
|
(56
|
)
|
-
|
1
|
-
|
|||||||||||
Finance expense
|
-
|
-
|
-
|
-
|
||||||||||||
Finance expense (income), net
|
(56
|
)
|
-
|
1
|
-
|
|||||||||||
Income tax
|
-
|
-
|
-
|
-
|
||||||||||||
Net loss
|
$
|
12,964
|
$
|
52
|
$
|
423
|
$
|
2
|
Payment due by period
|
||||||||||||||||||||
Total
|
Less than
1 year |
1-3 years
|
3-5 years
|
More than
5 years |
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Operating Lease Obligations(1)
|
$
|
146
|
$
|
109
|
$
|
37
|
$
|
—
|
$
|
—
|
(1) |
We are subject to operating lease obligations in connection with the lease of the property on which we maintain our laboratory and offices.
|
• |
a requirement to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of
Operations disclosure;
|
• |
to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirement to hold a
non-binding advisory vote on executive compensation, including golden parachute compensation;
|
• |
an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and
|
• |
an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor’s report providing additional information about the audit and the financial statements.
|
Six Months Ended June 30,
|
Year Ended December 31,
|
Eight-Month Period Ended December 31,
|
||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
USD thousands
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(1,481
|
)
|
$
|
(26
|
)
|
$
|
(173
|
)
|
$
|
34
|
|||||
Net cash used in investing activities
|
(198
|
)
|
(1
|
)
|
(253
|
)
|
(3
|
)
|
||||||||
Net cash provided by financing activities
|
5,545
|
-
|
1,648
|
-
|
||||||||||||
Net increase (decrease) in cash and cash equivalents
|
$
|
3,866
|
$
|
(27
|
)
|
$
|
1,222
|
$
|
31
|
• |
the progress and costs of our research and development activities;
|
• |
the costs of development and expansion of our operational infrastructure;
|
• |
the costs and timing of developing technologies sufficient to allow food production equipment manufacturers and food manufacturers to product products compliant with applicable regulations;
|
• |
our ability, or that of our collaborators, to achieve development milestones and other events or developments under potential future licensing agreements;
|
• |
the amount of revenues and contributions we receive under future licensing, collaboration, development and commercialization arrangements with respect to our technologies;
|
• |
the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;
|
• |
the costs of contracting with third parties to provide sales and marketing capabilities for us or establishing such capabilities ourselves, once our technologies are developed and ready for commercialization;
|
• |
the costs of acquiring or undertaking development and commercialization efforts for any future products or technology;
|
• |
the magnitude of our general and administrative expenses; and
|
• |
any additional costs that we may incur under future in- and out-licensing arrangements relating to our technologies and futures products.
|
Unlikely to Purchase
|
Somewhat or Moderately Likely
|
Very or Extremely Likely
|
|
United States
|
23.6%
|
46.6%
|
29.8%
|
India
|
10.7%
|
37.7%
|
48.7%
|
China
|
6.7%
|
33.9%
|
59.3%
|
• |
Environmental: At least 18% of the greenhouse gases entering the atmosphere today are from the livestock industry. Research shows that the expected environmental footprint of cultured meat includes
approximately 78% to 96% fewer greenhouse gas emissions, 99% less land use, 82% to 96% less water use, and 7% to 45% less energy use than conventionally-produced beef, lamb, pork and poultry. This suggests that the environmental consequences of
switching from large-scale, factory farming to lab-grown cultured meat could have a long-term positive impact on the environment.
|
• |
Cost: While the precise economic value of harvested cells has yet to be determined, the potential to harvest large numbers of cells from a small number of live donor animals gives rise to the
possibility of considerably higher returns than traditional agriculture, with production cycles potentially measured in months, rather than years. By comparison, raising a cow for slaughter generally takes an average of 18 months, over which
period 15,400 liters of water and 7 kilograms of feed will be consumed for every kilogram of beef produced.
|
• |
Animal Suffering: More and more people are grappling with the ethical question of whether humanity should continue to slaughter animals for food. There is a growing trend of opposition to the way
animals are raised for slaughter, often in small, confined spaces with unnatural feeding patterns. In many cases, such animals suffer terribly throughout their lives. This consideration is likely a factor in many consumers choosing to
incorporate more flexitarian, vegetarian and vegan approaches to their diets in recent years.
|
• |
Controlled Growing Environment: Another potential benefit of cultured meat is that its growth environment is designed to be less susceptible to biological risk and disease, through standardized,
tailored production methods consistent with good manufacturing practice, or GMP, controls to contribute to improved nutrition, health and wellbeing.
|
• |
Alternate Use of Natural Resources: Eight percent of the world’s freshwater supply and one third of croplands are currently used to provide for livestock. The development of cultured meat is expected
to free up many of these natural resources, especially in developing economies where they are most needed.
|
• |
Food Waste: The conventional meat industry’s largest waste management problem relates to the disposal of partially-used carcasses, which are usually buried, incinerated, rendered or composted, with
attendant problems such as land, water or air pollution. Cultured meat offers a potential solution for this problem, with only the desired cuts of meat being produced for consumption and only minimal waste product generated, with no leftover
carcass.
|
• |
We are developing technologies and processes with the potential to allow food processing and food retail companies to create products that are healthier for
the consumer. We are dedicated to developing technologies and processes that are designed to create cuts of meat that require substantially less antibiotic and growth-hormone treatments than conventionally-farmed meat. The
proprietary technologies and processes we are developing are designed to allow food companies to manufacture meat under laboratory conditions on an industrial scale. We believe the use of meat manufactured under laboratory conditions
minimizes or eliminates a number of hygiene-related risks to the consumer, such as the risk of transmission of pathogens from animals to humans, as happened at the outset of the COVID-19 pandemic and numerous other human health crises.
|
• |
Our technologies and processes have the potential to be sustainable. We are developing a meat production process that is designed to provide sustainability in an industry that is
not otherwise expected to be able to meet the growing demand for protein caused by rising population numbers and global affluence, due to inefficiencies inherent in conventional meat farming. These include the large amount of land and water use
needed for raising livestock, causing precious natural resources to be squandered.
|
• |
Our mission is aligned with consumer sentiment and demand. We believe that our technologies and processes have the potential to capitalize on growing consumer preferences for real
meat proteins that do not involve animal suffering or slaughter, and do not entail significant negative environmental consequences including, but not limited to, those that exacerbate climate change, such as the release of methane and effluent
run-off.
|
• |
We are focused on providing customers with industrial scale-up capability. Much of the work in the development of alternative proteins has been focused on developing individual
proof-of-concept products which may not feasibly scale up to the industrial quantities needed for a profitable business. We are designing our technology and processes with large-scale cultured meat production in mind to be measurable in tons
of meat produced daily.
|
• |
We have experienced and accomplished leadership with strong backgrounds in a variety of fields. The research and development of cultured meat products requires personnel with
up-to-date professional knowledge and interdisciplinary expertise, as well as the ability to combine different areas of knowledge for the development of different products. Our CEO previously founded and was CTO of Nano Dimension Ltd.
(TASE/Nasdaq: NNDM), which developed a complete desktop three-dimensional printing system for multilayer printed circuit boards. Previously, he held research and development leadership positions at XJET and HP Indigo Division. We have carefully
selected personnel for the rest of our executive management team who possess substantial industry experience and share our core values, from diverse fields including bioprinting, tissue engineering, industrial stem cell growth, and bioprinter
and print materials development. We believe this blend of talent and experience gives us the requisite insights and capabilities to execute our plan to develop technologies designed to meet demand in a scalable, profitable and sustainable way.
|
• |
obtaining a plurality of blastocysts, each blastocyst having a ZP, a TE, and an inner cell mass;
|
• |
perforating each blastocyst;
|
• |
isolating the inner cell mass from each blastocyst through the perforations;
|
• |
seeding the inner call mass on a predetermined surface, called a substrate; and
|
• |
culturing the inner cell mass to establish a bovine inner cell mass tissue culture.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Executive Officers:
|
|
|
|
|
Sharon Fima
|
|
45
|
|
Chief Executive Officer, Chief Technology Officer and Director
|
Omri Schanin
|
|
30
|
|
Deputy Chief Executive Officer and Chief Operating Officer
|
Guy Hefer
|
39 |
Chief Financial Officer
|
||
Dan Kozlovski
|
|
36
|
|
Vice President, Research and Development
|
Non-Employee Directors:
|
||||
Steven H. Lavin
|
|
65
|
|
Chairman of the Board of Directors
|
Daniel Ayalon
|
|
65
|
|
Director
|
David Gerbi(1)(2)(3)
|
|
41
|
|
External Director
|
Eli Arad(1)(2)(3) | 48 | External Director | ||
Shirly Cohen(1)(2)(3) |
53
|
Director |
Name and Principal Position
|
Salary(1)
|
Bonus(2)
|
Equity-Based
Compensation(3) |
Other Compensation(4)
|
Total
|
|||||||||||||||
(USD in thousands)
|
||||||||||||||||||||
Mr. Sharon Fima
Director, Chief Executive Officer & Chief Technology Officer
|
$
|
169
|
$
|
20
|
$
|
34
|
$
|
37
|
$
|
260
|
||||||||||
Mr. Steven H. Lavin
Chairman of the Board of Directors
|
$
|
120
|
-
|
$
|
113
|
-
|
$
|
233
|
||||||||||||
Mr. Omri Schanin
Deputy Chief Executive Officer and Chief Operating Officer
|
$
|
146
|
-
|
-
|
$
|
2
|
$
|
148
|
||||||||||||
Mr. Dan Kozlovski
Vice President of Research & Development
|
$
|
128
|
-
|
$
|
14
|
$
|
2
|
$
|
144
|
|||||||||||
Mr. Uri Ben-Or
Former Chief Financial Officer(5)
|
$
|
31
|
-
|
$
|
17
|
-
|
$
|
48
|
(1) |
Salary includes the officer’s gross salary plus payment by us of social benefits on behalf of the officer. Such benefits may include payments, contributions and/or allocations for savings funds (e.g., Managers’ Life Insurance Policy),
pension, severance, risk insurance (e.g., life, or work disability insurance), payments for social security and tax gross-up payments, vacation, medical insurance and benefits, convalescence or recreation pay and other benefits and perquisites
consistent with our policies.
|
(2) |
Represents annual bonuses granted to the officer based on formulas set forth in the respective resolutions of our Compensation Committee and Board of Directors with respect to 2020.
|
(3) |
Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2020, based on the securities’ fair value on the grant date, calculated in accordance with applicable
accounting guidance for equity-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 5 to our consolidated interim financial statements included in this prospectus.
|
(4) |
Represents benefits and perquisites such as car, phone and social benefits.
|
(5)
|
Mr. Ben-Or left the Company on October 21, 2020.
|
• |
We are not required to have a nominating committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Our board of directors currently nominates director candidates, in
compliance with the Companies Law.
|
• |
We are not required to comply with specifications regarding the composition of our compensation committee under SEC and Nasdaq rules nor the requirement that it adopts a written charter addressing the committee’s purpose and
responsibilities. Although we have adopted a formal written charter for our compensation committee, there is no requirement under the Companies Law to do so and the charters as adopted may not specify all of the items enumerated in the
applicable Nasdaq Marketplace Rules.
|
• |
We are not required to adopt a code of conduct applicable to all directors, officers and employees, and the Companies Law does not require us to do so. Although we have adopted a code of conduct, there is no requirement under the Companies
Law to do so and the code as adopted may not specify all of the items enumerated in the applicable Nasdaq Marketplace Rules.
|
• |
The quorum for a meeting of our shareholders will be at least two shareholders present in person, by proxy or by a voting instrument, who hold in the aggregate at least 25% of our issued share capital (and in an adjourned meeting, with some
exceptions, any number of shareholders) instead of 331∕3% of our issued share capital as required under applicable Nasdaq Marketplace Rules.
|
• |
We intend to seek shareholder approval for all corporate actions requiring such approval under the requirements of the Companies Law, including (i) in connection with equity-based compensation to officers and directors; and (ii) certain
dilutive events (such as issuances that will result in a change of control, certain transactions other than a public offering involving issuances of a 20% or greater interest in us and certain acquisitions of the stock or assets of another
company), rather than seeking approval for corporate actions in accordance with the applicable Nasdaq Marketplace Rules.
|
• |
As permitted by the Companies law, our Board is not comprised of a majority of independent directors as would be required in accordance with applicable Nasdaq Marketplace Rules.
|
• |
As permitted by the Companies law, our Board has not adopted a policy of conducting regularly scheduled meetings at which only our independent directors are present in accordance with applicable Nasdaq Marketplace Rules.
|
• |
As opposed to making periodic reports to shareholders and proxy solicitation materials available to shareholders in a manner specified by the SEC and Nasdaq Marketplace Rules, the generally accepted practice in Israel is not to distribute
such reports to shareholders but to make such reports available through a public website. We intend to mail such reports to shareholders only upon request.
|
• |
each person or entity known by us to own beneficially 5% or more of our outstanding ordinary shares;
|
• |
each of our directors and executive officers individually; and
|
• |
all of our executive officers and directors as a group.
|
Shares Beneficially
Owned Prior to Offering
|
Shares Beneficially
Owned After Offering
|
|||||||||||||||
Name of Beneficial Owner
|
Number
|
Percentage
|
Number
|
Percentage
|
||||||||||||
5% or greater shareholders
|
|
|
||||||||||||||
Psagot Investment House Ltd. (1)
|
9,952,712
|
11.2
|
%
|
|||||||||||||
EL Capital Investments LLC(2)
|
7,074,132
|
7.8
|
% | |||||||||||||
Shimon Cohen
|
6,426,966
|
7.6
|
%
|
|||||||||||||
Directors and executive officers
|
||||||||||||||||
Sharon Fima(3)
|
3,689,400
|
4.3
|
%
|
|||||||||||||
Guy Hefer
|
—
|
—
|
||||||||||||||
Omri Schanin(4)
|
3,522,733
|
4.2
|
%
|
|||||||||||||
Dan Kozlovski(5)
|
83,334
|
*
|
||||||||||||||
Steven H. Lavin(6)
|
8,596,696
|
9.4
|
%
|
|||||||||||||
Daniel Ayalon(7)
|
1,311,552
|
1.5
|
%
|
|||||||||||||
David Gerbi
|
—
|
—
|
||||||||||||||
Eli Arad
|
—
|
—
|
||||||||||||||
Shirly Cohen
|
—
|
—
|
||||||||||||||
All directors and executive officers as a group (8 persons)
|
17,203,715
|
18.3
|
%
|
|
(1) |
Consists of 5,095,712 ordinary shares held jointly with Pareto Optimum, LP, warrants to purchase 2,428,500 ordinary shares at an exercise price of NIS 5.00 (approximately $1.54) within 60 days of the date of this registration statement, and warrants to purchase 2,428,500 ordinary shares at an exercise price of NIS
6.00 (approximately $1.84) within 60 days of the date of this registration statement. The general partner in Pareto Optimum, LP, is Psagot Hedge Fund Management Ltd., which is
owned by Psagot Compass Investments Ltd., a subsidiary of Psagot Investment House Ltd. Psagot Investment House Ltd. is indirectly fully owned by Apax Europe VII-A L.P., Apax Europe VII-B L.P. and Apax Europe VII-1 L.P., or the Apax Europe
VII Funds, through Himalaya AP.PS Ltd. and various holding companies which are indirectly controlled, managed and/or advised by Apax Partners Europe Managers Ltd., or APEM. APEM is the investment manager of the Apax Europe VII Funds with
respect to various investments, including Psagot Investment House Ltd. APEM is fully owned by Messrs. Martin Halusa and Nico Hansen, and as such, and as such, Messrs. Halusa and Hansen may be deemed to beneficially own the ordinary shares
jointly beneficially owned by Psagot Investment House Ltd. and Pareto Optimum, LP. The shareholder’s business address is 14 Ehad Ha’am St., Tel Aviv Israel 6514211.
|
|
(2) |
Consists of 1,043,846 ordinary shares and warrants to purchase 6,030,286 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.36 (approximately
$1.03), expiring on the earlier of June 18, 2021 and a listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise
them. EL Capital Investments is controlled by Mr. Steven H. Lavin. The shareholder’s business address is 1849 Green Bay Road, Suite 440 Highland Park, Illinois 60035.
|
|
(3) | Consists of 3,004,684 ordinary shares, rights to receive 518,049 ordinary shares upon the fulfillment of certain conditions, including a listing of our securities on a foreign exchange, as is contemplated by this registration statement, and hence presumed to be exercisable within 60 days of the date of this registration statement, and options to purchase 166,667 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 2.32 (approximately $0.71). These options expire on May 17, 2024. |
|
(4) |
Consists of 3,004,684 ordinary shares and rights to receive 518,049 ordinary shares upon the fulfillment of certain conditions, including a listing of our securities on a foreign exchange, as is contemplated by this registration statement,
and hence presumed to be exercisable within 60 days of the date of this registration statement.
|
|
(5) |
Consists of options to purchase 83,334 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 1.90 (approximately $0.58). These options expire on August 5, 2024.
|
|
(6) |
Consists of: (i) 1,221,224 ordinary shares; (ii) RSUs vesting into 93,918 ordinary shares at a conversion price of NIS 0.30 (approximately $0.09) within 60 days of the date of this registration statement; (iii) warrants to purchase
5,969,983 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.36 (approximately $1.03), expiring on the earlier of June 18, 2021 and a listing of our securities on a leading
foreign stock exchange, once the holder has received an opportunity to exercise them; (iv) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign
stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 2.49 (approximately $0.76), expiring on the earlier of May 18, 2024 and a
listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise them; and (v) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including
a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.486 (approximately $1.07), expiring
on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has received an opportunity to exercise them. The amounts are based on Mr. Lavin’s 99% ownership of the shares of EL Capital Investments,
LLC, described in Footnote 2 above, and his 1/3 ownership of the shares of Silver Road Capital Ltd., which directly holds warrants to purchase 1,967,327 and 1,967,328 of our ordinary shares.
|
|
(7) |
Consists of (i) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable
within 60 days of the date of this registration statement, with an exercise price of NIS 2.49 (approximately $0.76), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has
received an opportunity to exercise them; and (ii) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and
hence presumed to be exercisable within 60 days of the date of this registration statement, with and exercise price of NIS 3.486 (approximately $1.07), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described
above, once the holder has received an opportunity to exercise them. The amounts are based on Mr. Ayalon’s 1/3 ownership of the shares of Silver Road Capital Ltd., which directly holds warrants to purchase 1,967,327 and 1,967,328 of our
ordinary shares.
|
• |
amendments to our articles of association;
|
• |
appointment or termination of our auditors;
|
• |
appointment of external directors;
|
• |
approval of certain related party transactions;
|
• |
increases or reductions of our authorized share capital;
|
• |
mergers; and
|
• |
the exercise of our board of director’s powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.
|
Fees and Expenses
|
||
Persons depositing or withdrawing ordinary shares or ADS holders must pay
|
For
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
$.05 (or less) per ADS
|
Any cash distribution to ADS holders
|
|
Persons depositing or withdrawing ordinary shares or ADS holders must pay
|
For
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs
|
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
$.05 (or less) per ADS per calendar year
|
Depositary services
|
|
Registration or transfer fees
|
Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares
|
|
Expenses of the depositary
|
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars
|
|
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
|
As necessary
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
As necessary
|
• |
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
|
•
|
we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S.
over-the-counter market;
|
•
|
we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States;
|
•
|
the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;
|
• |
we appear to be insolvent or enter insolvency proceedings;
|
• |
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
|
• |
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
|
• |
there has been a replacement of deposited securities.
|
•
|
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
|
•
|
are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its
obligations under the deposit agreement;
|
•
|
are not liable if we or it exercises discretion permitted under the deposit agreement;
|
•
|
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any
special, consequential or punitive damages for any breach of the terms of the deposit agreement;
|
•
|
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
|
•
|
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;
|
•
|
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
|
•
|
the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or
holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.
|
• |
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities;
|
• |
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
• |
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
|
• |
when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a
dividend on our shares;
|
• |
when you owe money to pay fees, taxes and similar charges; or
|
• |
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
|
• |
offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any of our ordinary shares or ADSs, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise
acquire, any of our ordinary shares or ADSs held by such persons or acquired by such persons after the date of this prospectus, or that may be deemed to be beneficially owned by such persons; or
|
• |
exercise or seek to exercise or effectuate in any manner any rights of any nature that such persons have or may have to require us to register under the Securities Act the undersigned’s sale, transfer or other disposition of any of our
ordinary shares, ADSs or other securities held by such persons, or to otherwise participate as a selling security holder in any manner in any registration effected by us under the Securities Act.
|
• |
1% of the number of ordinary shares then outstanding; or
|
• |
the average weekly trading volume of our ordinary shares on the Nasdaq Capital Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
• |
persons other than affiliates, without restriction; and
|
• |
affiliates, subject to the manner-of-sale, current public information and filing requirements of Rule 144, in each case, without compliance with the six-month holding period requirement of Rule 144.
|
• |
an individual who is a citizen or resident of the United States,
|
• |
a domestic corporation (or other entity taxable as a corporation);
|
• |
an estate the income of which is subject to United States federal income taxation regardless of its source; or
|
• |
a trust if (1) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more United States persons have the authority to control all substantial decisions of the trust or (2) a valid
election under the Treasury regulations is in effect for the trust to be treated as a United States person.
|
• |
such gain is effectively connected with your conduct of a trade or business in the United States (or, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base that such holder
maintains in the United States); or
|
• |
you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.
|
Underwriters
|
Number of ADSs
|
|||
|
-
|
|||
Total
|
-
|
T o t a l
|
||||||||||||
Per ADS
|
Without Option To Purchase Additional ADSs
|
With Option To Purchase Additional ADSs
|
||||||||||
Public offering price
|
$
|
|
$
|
|
$
|
|
||||||
Underwriting discount
|
|
|
|
|||||||||
Proceeds, before expenses, to us
|
|
|
|
• |
our trading price on the TASE;
|
• |
the history of, and prospects for, our company and the industry in which we compete;
|
• |
our past and present financial information;
|
• |
an assessment of our management; its past and present operations, and the prospects for, and timing of, our future revenue;
|
• |
the present state of our development; and
|
• |
the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.
|
• |
Stabilizing transactions permit bids to purchase ADSs so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the ADSs while the
offering is in progress.
|
• |
Overallotment transactions involve sales by the underwriters of ADSs in excess of the number of ADSs the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked
short position. In a covered short position, the number of ADSs over-allotted by the underwriters is not greater than the number of ADSs that they may purchase pursuant to the option to purchase additional ADSs. In a naked short position, the
number of ADSs involved is greater than the number of ADSs that the underwriters have the option to purchase. The underwriters may close out any short position by exercising their option to purchase additional ADSs and/or purchasing ADSs in
the open market.
|
• |
Syndicate covering transactions involve purchases of ADSs in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of ADSs to close out the short position, the
underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared with the price at which they may purchase ADSs through exercise of the option to purchase additional ADSs. If the
underwriters sell more ADSs than could be covered by exercise of the option to purchase additional ADSs and, therefore, have a naked short position, the position can be closed out only by buying ADSs in the open market. A naked short position
is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the ADSs in the open market that could adversely affect investors who purchase in the offering.
|
• |
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the ADSs originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short
positions.
|
(A) |
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
(B) |
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or
|
(C) |
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
• |
the judgment is enforceable in the state in which it was given;
|
• |
the judgment was rendered by a court of competent jurisdiction under the rules of private international law prevailing in Israel;
|
• |
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
|
• |
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard;
|
• |
the judgment and the enforcement of the judgment are not contrary to the law, public policy, security or sovereignty of the State of Israel;
|
• |
the judgment was not obtained by fraudulent means and does not conflict with any other valid judgment in the same matter between the same parties; and
|
• |
an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court.
|
Itemized expense
|
Amount
|
|||
|
|
|
|
|
SEC registration fee
|
$
|
3,137
|
||
FINRA filing fee
|
* | |||
Nasdaq Capital Market listing fee
|
* | |||
Printing and engraving expenses
|
* | |||
Legal fees and expenses | * | |||
Transfer agent and registrar fees | * | |||
Accounting fees and expenses | * | |||
Miscellaneous | * | |||
Total | $ | * |
|
Financial Information of Meat-Tech 3D Ltd.
|
Page
|
|
F - 2
|
||
Consolidated Financial Statements:
|
||
F - 3
|
||
F - 4
|
||
F - 5
|
||
F - 6
|
||
F - 7 - F - 25
|
||
Condensed Consolidated Interim Financial Statements (Unaudited):
|
||
F - 26
|
||
F - 27 | ||
F - 28 | ||
F - 29 | ||
F - 30 - F - 41
|
Financial Information of Peace of Meat BV
|
Page
|
|
F-41
|
||
Financial Statements:
|
||
F- 42
|
||
F- 43
|
||
F- 44
|
||
F- 45
|
||
F- 46
|
||
Condensed Consolidated Interim Financial Statements (Unaudited):
|
||
F-69
|
||
F-70
|
||
F-71
|
||
F-72
|
||
F-73
|
December 31
|
December 31
|
|||||||||||
2019
|
2018
|
|||||||||||
Note
|
USD thousands
|
USD thousands
|
||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
1,274
|
31
|
||||||||||
Receivables for the issue of capital
|
8B(2)
|
|
222
|
-
|
||||||||
Loans provided
|
4
|
87
|
-
|
|||||||||
Receivables
|
5
|
38
|
1
|
|||||||||
Total current assets
|
1,621
|
32
|
||||||||||
Non-current assets
|
||||||||||||
Right-of-use asset
|
13
|
197
|
-
|
|||||||||
Restricted deposits
|
16A
|
|
42
|
-
|
||||||||
Fixed assets, net
|
6
|
127
|
3
|
|||||||||
Total non-current assets
|
366
|
3
|
||||||||||
Total Assets
|
1,987
|
35
|
||||||||||
Current liabilities
|
||||||||||||
Trade payables
|
69
|
1
|
||||||||||
Other payables
|
7
|
226
|
36
|
|||||||||
Current maturities of lease liabilities
|
13
|
109
|
-
|
|||||||||
Total current liabilities
|
404
|
37
|
||||||||||
Non-current liabilities
|
||||||||||||
Long-term lease liabilities
|
13
|
92
|
-
|
|||||||||
Total non-current liabilities
|
92
|
-
|
||||||||||
Capital (deficit)
|
8
|
|||||||||||
Share capital and premium on shares
|
1,880
|
-
|
||||||||||
Capital reserves
|
14
|
-
|
||||||||||
Currency translation differences reserve
|
22
|
-
|
||||||||||
Accumulated deficit
|
(425
|
)
|
(2
|
)
|
||||||||
Total capital (deficit)
|
1,491
|
(2
|
)
|
|||||||||
Total liabilities and capital
|
1,987
|
35
|
Year ended
December 31,
|
Eight months ended
December 31,
|
|||||||||||
2019
|
2018
|
|||||||||||
Note
|
USD thousands, except share data
|
USD thousands, except share data
|
||||||||||
Revenues
|
-
|
51
|
||||||||||
Gross Profit
|
-
|
51
|
||||||||||
Research and development expenses
|
9
|
166
|
-
|
|||||||||
General and administrative expenses
|
10
|
256
|
53
|
|||||||||
Operating loss
|
422
|
2
|
||||||||||
Financing income
|
1
|
-
|
||||||||||
Financing expenses
|
(2
|
)
|
-
|
|||||||||
Financing expenses, net
|
(1
|
)
|
-
|
|||||||||
Loss for the period
|
(423
|
)
|
(2
|
)
|
||||||||
Other comprehensive income items that will not be transferred to profit or loss:
|
||||||||||||
Foreign currency translation adjustments
|
22
|
-*
|
|
|||||||||
Total comprehensive loss for the period
|
(401
|
)
|
(2
|
)
|
||||||||
Loss per ordinary share, no par value (USD)
|
||||||||||||
Basic and diluted loss per share (USD)
|
(0.022
|
)
|
(0
|
)
|
||||||||
Weighted-average number of shares outstanding - basic and diluted (shares)
|
15
|
19,484,478
|
14,919,810
|
Share and capital premium
|
Transactions with related parties reserve
|
Currency translation differences reserve
|
Accumulated deficit
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Year ended December 31
|
||||||||||||||||||||
2019 (Audited)
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||
Issuance of shares and warrants, net
|
1,880
|
-
|
-
|
-
|
1,880
|
|||||||||||||||
Other comprehensive income
|
-
|
22
|
22
|
|||||||||||||||||
Transaction with a related party
|
-
|
14
|
-
|
-
|
14
|
|||||||||||||||
Loss for the period
|
-
|
-
|
-
|
(423
|
)
|
(423
|
)
|
|||||||||||||
Balance as at December 31, 2019
|
1,880
|
14
|
22
|
(425
|
)
|
1,491
|
||||||||||||||
Eight months ended December 31, 2018 (Audited)
|
||||||||||||||||||||
Balance as at May 1, 2018
(establishment of the Company)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Loss for the period
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||
Balance as at December 31, 2018
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
Year ended
December 31,
|
Eight months ended
December 31,
|
|||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Cash flows - operating activities
|
||||||||
Net loss for the period
|
(423
|
)
|
(2
|
)
|
||||
Adjustments required to reconcile net loss to net cash from (used in) operating activities:
|
||||||||
Depreciation and amortization
|
21
|
-
|
||||||
Transaction with a related party
|
14
|
-
|
||||||
35
|
-
|
|||||||
Changes in asset and liability items:
|
||||||||
Increase in trade and other receivables
|
(36
|
)
|
(1
|
)
|
||||
Increase in trade payables
|
66
|
1
|
||||||
Increase in other payables
|
185
|
36
|
||||||
215
|
36
|
|||||||
Net cash flows from (used in) operating activities
|
(173
|
)
|
34
|
|||||
Cash flows - investing activities
|
||||||||
Acquisition of fixed assets
|
(126
|
)
|
(3
|
)
|
||||
Increase of restricted deposit
|
(41
|
)
|
-
|
|||||
Loan provided
|
(86
|
)
|
-
|
|||||
Net cash used in investment activities
|
(253
|
)
|
(3
|
)
|
||||
Cash flows - finance activities
|
||||||||
Proceeds from issuance of shares and warrants
|
1,670
|
-
|
||||||
Issuance costs
|
(8
|
)
|
-
|
|||||
Repayment of liability for lease
|
(14
|
)
|
-
|
|||||
Net cash from finance activities
|
1,648
|
-
|
||||||
Net increase in cash and cash equivalents
|
1,222
|
31
|
||||||
Effect of exchange differences on cash and cash equivalents
|
21
|
-
|
||||||
Cash and cash equivalents as at the beginning of the period:
|
31
|
-
|
||||||
Cash and cash equivalents at end of period
|
1,274
|
31
|
||||||
Non-cash activities
|
||||||||
Purchase of fixed assets
|
1
|
-
|
||||||
Issue of shares and options against receivables
|
222
|
-
|
The accompanying notes are an integral part of the financial statements.
|
A. These financial statements have been prepared in compliance with the rules and regulations of the Securities and Exchange Commission for inclusion in a registration statement to be filed in the United States. Accordingly, and in order to provide relevant and consistent material information, all periods presented within the financial statements were adjusted retroactively to reflect the effect of the reverse merger that occurred on January 26, 2020, as detailed in Note 1B.
B. Meat-Tech 3D Ltd. (formerly Ophectra Real Estate and Investments Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983. On August 29, 1994, the Company became a public company whose shares are listed for trade on the Tel Aviv Stock Exchange. The Company’s official address is 18 Einstein Street, Nes Ziona, Israel.
The Company is an Israeli company engaged in the food-tech industry. The Company develops methods, advanced unique technologies and machinery for growing, cultivating, producing and printing clean meat, without raising and killing animals, using stem cell printing technology in a 3D printer.
The Company is developing two technologies: a bio-ink printing technology and a high-yield tissue growing technology. To date, Meat-Tech has filed patent applications in its field.
Execution of Merger with Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.):
On January 26, 2020, the Company executed a merger with Chicken Meat-Tech Ltd. (then known as MeaTech Ltd., or “MeaTech"), by way of an exchange of shares between the Company and the shareholders of MeaTech (the "Transaction" or "Merger"). Under the merger agreement with MeaTech, the Company allotted to MeaTech shareholders 30,525,506 ordinary shares of the Company, in exchange for the transfer of their entire holdings in MeaTech, so that at the time the Transaction was closed, MeaTech shareholders held approximately 60% of the issued and paid-up share capital of the Company. Upon closing of the Transaction, the Company allotted share rights (not listed for trading) to MeaTech shareholders, exercisable into 12,718,961 Company shares ("Founders Rights"), subject to compliance with milestones, as set out below. The total share rights reflected, assuming full conversion, an additional 8% holding in the Company. The Founders Rights expire after a period of 60 months from the date of allotment. Vesting of the Founders Rights allotted to MeaTech shareholders is subject to satisfaction of the milestones as defined below:
1. |
Immediately after completing the development of a prototype to create a layer of stem cells using 3D printing technology, 50% of the Founders Rights will vest and convert into an equal number of Company shares (for details of the completion of this milestone, see Note 18D below); |
2. |
Immediately after a taste test of clean meat tissue weighing at least 100 grams printed using the 3D printer to be developed by the Company, the remaining 50% of the Founders Rights will vest and convert into an equal number of Company shares. |
Notwithstanding the foregoing, in the event that securities of the Company or MeaTech are listed for trading on a foreign stock exchange in the United States, United Kingdom, Australia, the Netherlands, Germany or China, all Founder Rights will vest immediately and convert into an equal number of the Company's shares.
Following the Merger, MeaTech became a wholly owned subsidiary of the Company. In September 2020, its name was changed to Chicken Meat-Tech Ltd.
Appointment of directors and termination of office of serving directors:
At the date of completion of the Merger, three Ophectra directors resigned from the Company’s board of directors, and three directors, including MeaTech’s Chief Executive Officer and Chief Technology Officer, Mr. Sharon Fima, were either appointed to the Company’s board or were requested to remain because of their business experience or financial expertise and to maintain sound corporate governance. In addition, Mr. Fima was appointed as CEO & CTO of the Company. Shortly after the Merger, following additional changes to director composition, the Company’s board of directors was composed of four directors appointed by the post-merger Company or requested to remain, and two external directors with financial expertise not involved in the business of either Ophectra or MeaTech.
Settlement pursuant to section 350 of the Companies Law:
Under the merger agreement, the Company made a court-approved arrangement, pursuant to Section 350 of the Companies Law, to hand over the Company's existing operations to a trustee to settle the Company's debts and liabilities, with the exception of the Company's investment in shares of Therapin Ltd. (“Therapin”), so that after the completion of the merger, the Company’s sole operations were those of MeaTech and its holdings in Therapin (for information about a subsequent separation agreement in which the Company ceased to hold shares of Therapin, see Note 18C below). The proposed settlement under the arrangement included the following key components:
1. |
Repayment in full of the Company’s debts and liabilities, by transferring the asset balance of the Company’s previous operations to a trustee that will act to sell them. |
2. |
With the approval of the settlement, all of the Company's assets were transferred to a settlement fund, other than the Company's shareholding in Therapin. |
3. |
The Company undertook to provide a total amount of up to approximately USD 376 thousand (NIS 1,300 thousand) for the settlement fund, which will serve as an additional source for repayment of the settlement fund's liabilities to the Company's creditors. As at the balance sheet date of these financial statements, a total amount of approximately USD 285 thousand (NIS 1,000 thousand) had been transferred. Subsequent to the reporting period, another approximately USD 82,000 (NIS 300,000) was transferred. |
4. |
The settlement fund assets will serve as the only source for repayment of liabilities to the Company's creditors, whose cause of action preceded the date of approval of the settlement. |
C. Definitions:
In these financial statements:
(1) The Company or legal acquirer - Meat-Tech 3D Ltd.
(2) The Group - the Company and its Subsidiary A
(3) The Subsidiary or Accounting Acquirer – Chicken Meat-Tech Ltd., formerly known as MeaTech Ltd.
(4) Related Party - as defined in IAS 24 (revised).
(5) USD - United States Dollar
|
(1) |
Non-derivative financial assets
|
|
- |
It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and
|
|
- |
The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified
dates.
|
|
(2) |
Non-derivative financial liabilities
|
|
(1) |
Recognition and measurement
|
|
(2) |
Depreciation
|
|
● | Motor vehicles | 7 years |
|
● | Computers | 3 years |
|
● | Laboratory equipment | 7 years |
|
● | Leasehold improvements | 2 years |
|
(1) |
Post-employment benefits
|
|
(2) |
Short-term benefits
|
M.
|
Share-based compensation
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
USD thousand
|
USD thousand
|
|||||||
Institutions
|
36
|
1
|
||||||
Prepaid expenses
|
2
|
-
|
||||||
38
|
1
|
Computers
|
Leasehold improvements
|
Laboratory equipment
|
Motor vehicles
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Cost
|
||||||||||||||||||||
Balance as at May 1, 2018
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Additions during the year
|
2
|
-
|
-
|
1
|
3
|
|||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance as at December 31, 2018
|
2
|
-
|
-
|
1
|
3
|
|||||||||||||||
Accumulated depreciation
|
||||||||||||||||||||
Balance as at May 1, 2018
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Depreciation during the year
|
-
|
-
|
-
|
-
|
-*
|
|
||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance as at December 31, 2018
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Amortized balance as at December 31, 2018
|
2
|
-
|
-
|
1
|
3
|
|||||||||||||||
Balance as at January 1, 2019
|
2
|
-
|
-
|
1
|
3
|
|||||||||||||||
Additions during the year
|
27
|
11
|
89
|
-
|
127
|
|||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance as at December 31, 2019
|
29
|
11
|
89
|
1
|
130
|
|||||||||||||||
Accumulated depreciation
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Depreciation during the year
|
2
|
-
|
1
|
-
|
3
|
|||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance as at December 31, 2019
|
2
|
-
|
1
|
-
|
3
|
|||||||||||||||
Amortized balance as at December 31, 2019
|
27
|
11
|
88
|
1
|
127
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Accrued expenses
|
68
|
6
|
||||||
Employee benefits
|
131
|
9
|
||||||
Related parties
|
21
|
21
|
||||||
Others
|
6
|
-
|
||||||
226
|
36
|
A. |
Share capital of Meat-Tech 3D prior to the reverse acquisition (in shares, no par value)
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Number of shares outstanding
|
19,870,337
|
15,447,023
|
B. |
Share capital and share premium of MeaTech (later known as Chicken Meat-Tech) prior to the reverse acquisition. (in shares, no par value)
|
Ordinary shares
|
||||||||
2019
|
2018
|
|||||||
Issued and paid-in share capital as at the beginning of the period
|
500
|
500
|
||||||
Issued not for cash during the period (See Footnote 1)
|
18,316
|
-
|
||||||
Issued for cash during the period (See Footnote 2)
|
19,681
|
-
|
||||||
Issued and paid-in share capital as at December 31
|
38,497
|
500
|
||||||
Authorized share capital
|
100,000,000
|
1,500
|
|
1. |
In March and June 2019, MeaTech allotted, free of charge, 5,851 and 12,465 ordinary shares, respectively, to its founders.
|
|
2. |
In September and October 2019, MeaTech allotted 19,681 shares to 24 separate investors at a price of USD 95.94 (NIS 345.45) per share, in exchange for a total investment of approximately USD 1,888 thousand (NIS 6,650
thousand). In addition, the investors were granted 9,839 warrants exercisable for shares for 12 months from their date of issue at an exercise price of USD 353 (NIS 1,242) each.
|
|
|
Under the terms of the warrants, in the event that MeaTech would engage in an agreement to be merged into or acquired by another company, perform a public offering of its shares, sell off most of its assets or a controlling
interest in it, or allocate shares that would constitute a majority of all of its shares, the warrant holders would have 48 hours to exercise the warrants, after which unexercised warrants would expire. In view of the fact that
the warrants could be exercised for shares at the holder’s discretion, where the number of shares to be issued in exchange and their exercise price are fixed, the warrants were classified as capital, together with the premium
paid on the shares issued. Following the execution of the merger agreement, as described in Note 1B, all the aforementioned warrants vested and later expired unexercised. The issue costs in the amount of USD 8 thousand (NIS 29
thousand) were recognized as a deduction from equity.
|
C. |
|
In 2019, MeaTech received legal services from a related party, free of charge. The financial value of these services were recognized in profit or loss against transactions with related parties reserve.
|
Year ended
December 31,
|
Eight months ended
December 31,
|
|||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Salaries, wages and related expenses(1)
|
117
|
-
|
||||||
Materials
|
20
|
-
|
||||||
Professional services
|
13
|
-
|
||||||
Registration, drafting and filing of patents
|
10
|
-
|
||||||
Others
|
6
|
-
|
||||||
166
|
-
|
|
(1) | Including expenses in respect of related parties - see Note 12B. |
Year ended
December 31
|
Eight months ended
December 31
|
|||||||
2019
|
2018
|
|||||||
USD thousand
|
USD thousand
|
|||||||
Salaries, wages and related expenses(1)
|
107
|
31
|
||||||
Legal and professional services(1)
|
112
|
8
|
||||||
PR and advertisement
|
5
|
6
|
||||||
Office expenses(1)
|
10
|
7
|
||||||
Depreciation and amortization
|
20
|
-
|
||||||
Others
|
2
|
1
|
||||||
256
|
53
|
|
(1) |
Including expenses in respect of related parties - see Note 12B.
|
|
A. |
Details regarding the tax environment of the Company
|
|
(1) | Corporate tax rate |
|
B. |
Tax Assessments
|
|
C. |
Unrecognized transfer losses and deferred taxes
As at December 31, 2019, the Company has business losses carried forward in the amount of USD 350 thousand (NIS 1,209 thousand). Under current tax legislation in Israel, tax
losses do not expire. Deferred tax assets have not been recognized in respect of these items, nor in respect of timing differences for research and development expenses carried forward in the amount of USD 114 thousand (NIS 393
thousand), since the Company has not yet established the probability that future taxable profit will be available against which the Company can utilize the benefits.
|
|
A. |
Balances with related parties
|
December 31,
|
December 31,
|
|||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Related companies receivables
|
87 | - | ||||||
Trade and other payables
|
52
|
27
|
|
B. |
Expense amounts with respect to related parties
|
Year ended
December 31,
|
Eight months ended
December 31,
|
|||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
General and administrative expenses
|
||||||||
Salaries, wages and related expenses (B1, B2, B4)
|
89
|
31
|
||||||
Legal and professional services (B5)
|
58
|
-
|
||||||
Rent and office maintenance (B3)
|
-
|
7
|
||||||
Research & Development expenses
|
||||||||
Salaries, wages and related (B2)
|
15
|
-
|
|
1. |
On July 1, 2018, MeaTech entered into an employment contract with a related party, under which he provided MeaTech with full-time CEO services for a monthly consideration of USD 4 thousand, plus generally accepted social
benefits for executives. The executive departed MeaTech as of February 28, 2019.
|
|
|
|
B. | Expense amounts with respect to related parties (cont.) |
|
2. |
On September 1, 2019, MeaTech entered into an employment contract with Mr. Sharon Fima, under which Mr. Fima serves as the Chief Executive Officer and Chief Technology Officer, initially of MeaTech, and as of the Merger, of
the Company.
|
|
3. |
Between October 15, 2018 and December 31, 2018, MeaTech leased offices from a company owned by a related party, for a monthly rental of USD 3 thousand. The rental agreement terminated on December 31, 2018.
|
|
4. |
Commencing September 1, 2019, MeaTech received management and investor relations services from two related parties in exchange for a monthly salary of USD 2.8 thousand each, plus generally accepted social benefits, the
expense for which amounted to USD 33 thousand in the year ended December 31, 2019.
|
|
5. |
As of September 2019, MeaTech received legal advice and business development services from another two related parties in exchange for a monthly fee of USD 4 thousand plus VAT (each). In addition, MeaTech received legal
services from one of these related parties with respect to the merger transaction described in Note 16A, in exchange for an amount of USD 22 thousand.
|
|
1. |
Under an office leasing agreement dated November 1, 2019 MeaTech (as of the Merger, the Company) leases office space and parking spaces, for a monthly fee of USD 9 thousand (NIS 27 thousand), including management fees, for
a period of two years, with a an option to extend the term of the lease for a further year. The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 198 thousand (NIS 743
thousand), based on an assumption that the extension option was not reasonably expected to be exercised. The incremental interest rate used for estimating the liability is 2.25%.
|
|
2. |
Right-of-Use Asset
|
Offices
|
||||
USD thousands
|
||||
Balance as at January 1, 2019
|
-
|
|||
Additions during the year
|
214
|
|||
Amortization during the year
|
(17
|
)
|
||
Balance as at December 31, 2019
|
197
|
|
3. |
Maturity analysis of for the Company’s lease liability
|
December 31,
|
||||
2019
|
||||
USD thousands
|
||||
Up to one year
|
109
|
|||
2 years
|
92
|
|||
Total
|
201
|
|
4. |
Amounts recognized in the statement of income
|
Year ended December 31,
|
||||
2019
|
||||
USD thousands
|
||||
Amortization of ROU asset
|
17
|
|||
Interest expenses on lease liability
|
1
|
|
Total amounts paid for leasing of the offices in the year ended December 31, 2019, was USD 14 thousand.
|
Year ended December 31,
2019
|
Eight months ended December 31,
2018
|
|||||||
Weighted average of the number of ordinary shares of MeaTech
|
24,573
|
18,816
|
||||||
Exchange ratio established in the acquisition agreement
|
792.9
|
792.9
|
||||||
Weighted average of the number of ordinary shares used to calculate basic earnings per share
|
19,484,478
|
14,919,810
|
|
A. |
To secure its undertakings in connection with its lease agreement as described in Note 13, MeaTech provided a bank guarantee in the amount of USD 25 thousand (NIS 85 thousand). MeaTech also restricted a deposit of USD 17
thousand (NIS 60 thousand) in favor of a bank to secure its liabilities with respect to credit cards. The guarantee and deposit were assigned to Meat-Tech 3D upon the Merger.
|
|
B. |
In October and November 2019, MeaTech engaged in consulting agreements with two development consultants, which were assigned to Meat-Tech 3D upon the Merger. In return for the consultation services, the Company pays each
consultant a monthly retainer of USD 3 thousand. Subsequent to the closing of the merger transaction detailed in Note 1B, and subsequent to the reporting date, the Company allotted the consultants warrants to purchase an
aggregate amount of 200,000 shares.
|
|
|
The Company has exposure to the following risks from its use of financial instruments: credit, liquidity and market risks.
|
|
A. |
Framework for risk management
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.
The Company’s risk management policy was formulated to identify and analyze the risks that the Company faces, to set appropriate limits for the risks and controls, and to
monitor the risks and their compliance with the limits. The risk policy and risk management methods are reviewed regularly to reflect changes in market conditions and in the Company’s operations. The Company acts to develop an
effective control environment in which all employees understand their roles and commitment.
|
|
B. |
Credit risk
Credit risk is the risk of financial loss to the Company if a debtor or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from the Company’s
receivables.
The Company restricts exposure to credit risk by investing only in bank deposits.
|
|
C. |
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as
far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
This does not take into account the potential effect of extreme circumstances that cannot reasonably be predicted.
|
|
D. |
Market risk
Market risk is the risk that changes in market prices, such as foreign currency exchange rates, the CPI, interest rates and the prices of equity instruments, will influence the
Company’s results or the value of its holdings in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
|
|
E. |
Fair value
The carrying amounts of financial assets and liabilities, including cash and cash equivalents, other receivables, trade payables and other payables are the same or proximate to
their fair value.
|
|
A. |
On January 26, 2020, MeaTech Ltd. completed a reverse merger into Ophectra Real Estate and Investments Ltd., which was renamed Meat-Tech 3D Ltd., upon which MeaTech became a wholly-owned subsidiary of Meat-Tech 3D and later
changed its name to Chicken Meat-Tech Ltd. For further details, see Note 1B above.
|
|
B. |
Capital Raising
|
|
1. |
On May 7, 2020, the Company announced the closing of a capital raising round with Mr. Steve H. Lavin, through EL Capital Investments, LLC (a company controlled by Mr. Lavin) together with MD Premium
Issuances Ltd., in a total amount of USD 1 million in Meat-Tech 3D at an ordinary share price of NIS 2.49. In return, the investors received an aggregate amount of 1,391,794 ordinary shares and warrants to purchase 8,040,382
ordinary shares, at an exercise price of NIS 3.36 per warrant, for a period of 4 years, with an acceleration mechanism in the event that the Company’s securities are listed on a leading foreign stock exchange.
|
|
2. |
On May 7, 2020, the Company’s board of directors approved a capital raising of approximately USD 2.4 million (NIS 8.35 million), by way of private placement to a number of offerees, under which the Company allotted the
offerees a total of 4,398,570 ordinary shares at a price per share of NIS 1.90, as well as 4,398,570 non-tradable warrants, exercisable for a total of 4,398,570 ordinary shares, at an exercise price of NIS 3.03.
|
|
3. |
In August 2020, the Company announced the closing of a capital raising round in which a number of investors invested a gross total of approximately USD 5.8 million (NIS 20 million), in return for 5,292,160 ordinary shares of
the Company, warrants exercisable into 7,409,021 ordinary shares, 1,374,998 share rights, and 1,925,000 option rights.
|
|
C. |
On May 26, 2020, following the approval of the Company's board of directors, the Company engaged in a separation agreement with Therapin, in which the Company had held 14.74% of the issued and paid-up share capital. Pursuant
to the separation agreement, immediately upon the signing of the agreement, the investment agreement under which the Company invested in Therapin, in return for allotment of shares and options of Therapin, an amount of USD 2.1
million (NIS 7.25 million) was canceled, and replaced with a debt arrangement. As a result of the separation agreement, the Company is no longer a shareholder in Therapin, but rather a debtholder.
|
|
D. |
On August 17, 2020, the Company announced that it had successfully completed a significant milestone – printing a uniform, thin, slaughter-free meat tissue produced from stem cells. Following the achievement of this
milestone, rights exercisable into ordinary shares of the Company vested and were exercised with no exercise price into 6,359,480 ordinary shares of the Company, which are 50% of all rights granted to the former shareholders
of MeaTech as described in Note 1B above.
|
|
E. |
In October 2020, the Company announced that it had made an initial investment in Peace of Meat BV (POM), a leading developer of cultured fat products, in the amount of EUR 1 million (approximately USD 1.2 million) in return
for approximately 5.65% of the outstanding equity of POM, post-allocation, as part of its planned full acquisition of POM, subject to the completion of a final agreement. On December 8, 2020, the Company announced that it had
entered into an agreement with all of the shareholders of POM, to acquire all of the outstanding share capital of POM not yet owned by the Company for total consideration of up to €15 million. The total consideration payable by
the Company in the acquisition consists of €7.5 million, comprised of €3,923,745 in cash and 4,001,700 of our ordinary shares, equivalent to €3,576,255, payable on the closing date, and up to an additional €7.5 million payable
in a combination of €3,923,745 in cash and 4,001,700 of the Company’s ordinary shares equivalent to €3,576,255, upon the achievement of four defined milestones related to Peace of Meat’s biomass and bioreactor size, density,
capacity and production. The closing of the agreement is subject to customary closing conditions.
|
|
F. |
In December 2020, the Company issued to certain investors 6,791,600 ordinary shares, warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 5.00 per share and warrants exercisable into 3,395,800
ordinary shares at an exercise price of NIS 6.00 per share, for aggregate gross proceeds of $7.3 million.
|
|
G. |
In March 2020, the World Health Organization declared the coronavirus (COVID-19) outbreak a global pandemic. To date, the impact of the pandemic on the Company’s operations has been mainly limited to a temporary facility
closure in the context of a government-mandated general lockdown, which temporary delayed certain development activities. Based on the information in its possession, the Company estimates that as of the date of approval of the
financial statements, the Covid-19 pandemic is not expected to affect the Company's operations. However, the Company is unable to assess with certainty the extent of future impact, in part due to the uncertainty regarding the
duration of the Covid-19 pandemic, its force and its effects on the markets in which the Company operates and additional measures that the government may adopt.
|
As at June 30,
|
December 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
||||||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||||||
Note
|
||||||||||||||||
Assets
|
||||||||||||||||
Current assets:
|
||||||||||||||||
Cash and cash equivalents
|
5,201
|
5
|
1,274
|
|||||||||||||
Loan to others
|
-
|
-
|
87
|
|||||||||||||
Receivables for the issue of capital
|
-
|
-
|
222
|
|||||||||||||
Other investment
|
4c
|
|
134
|
-
|
-
|
|||||||||||
Receivables
|
73
|
-
|
38
|
|||||||||||||
5,408
|
5
|
1,621
|
||||||||||||||
Non-current assets:
|
||||||||||||||||
Fixed assets, net
|
277
|
3
|
127
|
|||||||||||||
Right of use asset
|
143
|
-
|
197
|
|||||||||||||
Restricted deposit
|
72
|
-
|
42
|
|||||||||||||
Other investment
|
4c
|
|
1,164
|
-
|
-
|
|||||||||||
1,656
|
3
|
366
|
||||||||||||||
Total assets
|
7,064
|
8
|
1,987
|
|||||||||||||
Liabilities and equity
|
||||||||||||||||
Current liabilities:
|
||||||||||||||||
Current maturities of lease liabilities
|
109
|
-
|
109
|
|||||||||||||
Other payables
|
398
|
49
|
226
|
|||||||||||||
Trade payables
|
61
|
-
|
69
|
|||||||||||||
Derivative instrument
|
4a1
|
3
|
-
|
-
|
||||||||||||
571
|
49
|
404
|
||||||||||||||
Non-current liabilities:
|
||||||||||||||||
Long-term lease liabilities
|
37
|
-
|
92
|
|||||||||||||
37
|
-
|
92
|
||||||||||||||
Shareholders' Equity
|
||||||||||||||||
Share capital and premium
|
18,497
|
-
|
1,880
|
|||||||||||||
Capital reserves
|
1,348
|
13
|
36
|
|||||||||||||
Accumulated deficit
|
(13,389
|
)
|
(54
|
)
|
(425
|
)
|
||||||||||
Total Shareholders’ capital equity (deficit)
|
6,456
|
(41
|
)
|
1,491
|
||||||||||||
Total liabilities and Shareholders’ equity
|
7,064
|
8
|
1,987
|
Six
|
Year
|
|||||||||||||||
months ended
|
ended
|
|||||||||||||||
June 30,
|
December 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
||||||||||||||
USD thousands, except share data
|
USD thousands, except share data
|
USD thousands, except share data
|
||||||||||||||
Note
|
||||||||||||||||
Expenses
|
||||||||||||||||
Research and development Expenses
|
850
|
14
|
166
|
|||||||||||||
General and Administrative Expenses
|
2,006
|
38
|
256
|
|||||||||||||
Public Listing Expenses
|
1A
|
|
10,164
|
-
|
-
|
|||||||||||
Total expenses
|
13,020
|
52
|
422
|
|||||||||||||
Operating loss
|
13,020
|
52
|
422
|
|||||||||||||
Financing expenses (income), net
|
(56
|
)
|
-
|
1
|
||||||||||||
Loss for the Period
|
12,964
|
52
|
423
|
|||||||||||||
Other comprehensive loss (income) Items that will not be transferred to profit or loss:
|
||||||||||||||||
Net change in fair value of financial assets
|
334
|
-
|
-
|
|||||||||||||
Foreign currency translation adjustments
|
(51
|
)
|
1
|
(22
|
)
|
|||||||||||
Total other comprehensive loss for the period
|
13,247
|
53
|
401
|
|||||||||||||
Loss per ordinary share (in USD) without par value:
|
||||||||||||||||
Basic and diluted loss per share (in USD)
|
0.262
|
0.003
|
0.022
|
|||||||||||||
Weighted average number of shares outstanding – basic and diluted
|
49,476,813
|
14,919,810
|
19,484,478
|
Six months ended
June 30, 2019
|
||||||||||||||||||||
Share capital and premium on shares
|
Transactions with related parties reserve
|
Currency translation differences reserve
|
Accumulated Deficit
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||
Transaction with a related party
|
-
|
14
|
-
|
-
|
14
|
|||||||||||||||
Other comprehensive loss
|
-
|
(1
|
)
|
-
|
(1
|
)
|
||||||||||||||
Loss for the Period
|
-
|
-
|
-
|
(52
|
)
|
(52
|
)
|
|||||||||||||
Balance as at June 30, 2019
|
-
|
14
|
(1
|
)
|
(54
|
)
|
(41
|
)
|
Year ended
December 31, 2019
|
||||||||||||||||||||
Share capital and premium on shares
|
Transactions with related parties reserve
|
Currency translation differences reserve
|
Accumulated deficit
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||
Issuance of shares and warrants
|
1,880
|
-
|
-
|
-
|
1,880
|
|||||||||||||||
Other comprehensive income
|
-
|
-
|
22
|
-
|
22
|
|||||||||||||||
Transaction with a related party
|
14
|
-
|
-
|
14
|
||||||||||||||||
Loss for the year
|
-
|
-
|
-
|
(423
|
)
|
(423
|
)
|
|||||||||||||
Balance as at December 31, 2019
|
1,880
|
14
|
22
|
(425
|
)
|
1,491
|
Six
|
Year
|
|||||||||||
months ended
|
Ended
|
|||||||||||
June 30,
|
December 31,
|
|||||||||||
2020
|
2019
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Cash flows - operating activities
|
||||||||||||
Net Loss for the period
|
(12,964
|
)
|
(52
|
)
|
(423
|
)
|
||||||
Adjustments:
|
||||||||||||
Depreciation and amortization
|
73
|
1
|
21
|
|||||||||
Transaction with a related party
|
-
|
14
|
14
|
|||||||||
Revaluation of liability with respect to a derivative
|
(73
|
)
|
-
|
-
|
||||||||
Expenses for share-based payments
|
1,592
|
-
|
-
|
|||||||||
Expenses for public listing
|
10,164
|
-
|
-
|
|||||||||
Changes in asset and liability items:
|
||||||||||||
Decrease (increase) in other receivables
|
(34
|
)
|
1
|
(36
|
)
|
|||||||
Increase (decrease) in trade payables
|
(7
|
)
|
-
|
66
|
||||||||
Increase (decrease) in other payables
|
(232
|
)
|
10
|
185
|
||||||||
Net cash used in operating activities
|
(1,481
|
)
|
(26
|
)
|
(173
|
)
|
||||||
Cash flows - investment activities
|
||||||||||||
Acquisition of fixed assets
|
(168
|
)
|
(1
|
)
|
(126
|
)
|
||||||
Increase of restricted deposit
|
(30
|
)
|
-
|
(41
|
)
|
|||||||
Loan provided
|
-
|
-
|
(86
|
)
|
||||||||
Net cash used in investing activities
|
(198
|
)
|
(1
|
)
|
(253
|
)
|
||||||
Cash flows - financing activities
|
||||||||||||
Proceeds from issuance of shares and warrants
|
3,300
|
-
|
1,670
|
|||||||||
Issuance costs
|
(242
|
)
|
-
|
(8
|
)
|
|||||||
Proceeds on account of capital issuance
|
115
|
-
|
-
|
|||||||||
Repayment of liability for lease
|
(55
|
)
|
-
|
(14
|
)
|
|||||||
Decrease in other investment
|
12
|
-
|
-
|
|||||||||
Proceeds with regard to derivative
|
74
|
-
|
-
|
|||||||||
Proceeds from exercise of share options
|
2,118
|
-
|
-
|
|||||||||
Proceeds on account of capital issuance
|
223
|
-
|
-
|
|||||||||
Net cash from financing activities
|
5,545
|
-
|
1,648
|
|||||||||
Increase in cash and cash equivalents
|
3,866
|
(27
|
)
|
1,222
|
||||||||
Effect of exchange differences on cash and cash equivalents
|
61
|
1
|
21
|
|||||||||
Cash and cash equivalents at the beginning of the period:
|
1,274
|
31
|
31
|
|||||||||
Cash balance and cash equivalents at end of period
|
5,201
|
5
|
1,274
|
|||||||||
Non-cash activities
|
||||||||||||
Purchase of fixed assets
|
-
|
-
|
1
|
|||||||||
Issue of shares and options against receivables
|
-
|
-
|
222 |
|
A. |
Reporting entity
|
|
1. |
Immediately after completing the development of a prototype to create a layer of stem cells using 3D printing technology, 50% of the Founders Rights will vest and convert into an equal number of Company shares (for details of the
fulfilment of this milestone subsequent to the balance sheet date, see Note 7 below);
|
|
2. |
Immediately after a taste test of clean meat tissue weighing at least 100 grams printed using the 3D printer to be developed by the Company, the remaining 50% of the Founders Rights will vest and convert into an equal number of
Company shares.
|
|
A. |
Reporting entity (cont.):
|
|
1. |
Repayment in full of the Company’s debts and liabilities, by transferring the asset balance of the Company’s previous operations to a trustee that will act to sell them.
|
|
2. |
With the approval of the settlement, all of the Company's assets were transferred to a settlement fund, other than the Company's shareholding in Therapin.
|
|
3. |
The Company undertook to provide a total amount of up to approximately USD 376 thousand (NIS 1,300 thousand) for the settlement fund, which will serve as an additional source for repayment of the settlement fund's liabilities to
the Company's creditors. As at the balance sheet date of these financial statements, a total amount of approximately USD 285 thousand (NIS 1,000 thousand) had been transferred. Subsequent to the reporting period, another
approximately USD 82,000 (NIS 300,000) was transferred.
|
|
4. |
The settlement fund assets will serve as the only source for repayment of liabilities to the Company's creditors, whose cause of action preceded the date of approval of the settlement.
|
|
B. |
Definitions
|
|
(1) |
The Company or Legal Acquirer - Meat-Tech 3D Ltd.
|
|
(2) |
The Group - the Company and its Subsidiary
|
|
(3) |
The Subsidiary or Accounting Acquirer – MeaTech
|
|
(4) |
Related party - as defined in IAS 24 (Revised).
|
|
(6) |
USD - United States Dollar
|
|
A. |
Statement of compliance with IFRS
|
|
A. |
The assets and liabilities of the Accounting Acquirer and acquiree were recognized in the consolidated financial statements at their carrying value shortly prior to the Transaction.
|
|
B. |
Retained earnings and other capital items of the consolidated entity following the Merger Transaction are those of the Accounting Acquirer, which is the legal subsidiary (shortly before the business combination). The legal
capital structure, i.e., the type and number of shares, remains that of the Company (the legal parent company).
|
|
C. |
The accounting acquiree was a shell company at the date of the Transaction. As a result of the Transaction, no originating or goodwill differences were generated and the difference between the consideration and the fair value of
the net assets of the accounting acquirer was recorded as non-recurring public listing expenses.
|
|
D. |
Earnings or loss per share up to the closing date of the Transaction were calculated by dividing the loss or earnings of the Accounting Acquirer into periods corresponding to the weighted average of the Company's ordinary shares
that were outstanding during the corresponding periods, multiplied by the exchange ratio in the shares allotment agreement. From the Transaction date onwards, the weighted average of the ordinary shares taken into account in
calculating the earnings or loss per share is that of the Company.
|
|
E. |
Comparative information presented in the consolidated financial statements for the periods prior to the Transaction date is that of the accounting acquirer, other than share capital and earnings per share calculation.
|
|
A. |
Capital Raising
|
|
1. |
On May 7, 2020, the Company announced the closing of a fundraising round as set out below:
|
|
A. |
Capital Raising (cont.)
|
|
2. |
On May 7, 2020, the Company's board of directors approved a capital raising of approximately USD 2.4 million (NIS 8.35 million), by way of private placement to a number of offerees, all of which are accredited investors or
institutional investors, under which the Company allotted the offerees a total of 4,398,570 ordinary shares of the Company without par value, as well as a 4,398,570 options (unregistered) exercisable for a total of 4,398,570
ordinary shares of the Company without par value, at additional exercise price of NIS 3.03, at a price of NIS 1.90 per unit that consists of one ordinary share and one option (unregistered).
|
|
3. |
In August 2020, the Company announced the closing of an investment round in which a number of investors, including institutional investors and Israeli and foreign private investment bodies, led by
Rami Levy, entered into an agreement for an investment of a gross total of approximately USD 5.8 million (NIS 20 million). Part of the investment, a total of approximately USD 4.6 million (NIS 16 million), was invested immediately
against the allotment of 5,292,160 ordinary shares with no par value of the Company, and unlisted warrants exercisable into 7,409,021 ordinary shares of the Company at an exercise price of NIS 3.95 per share. Some investors were
also issued unlisted rights that are required to be exercised or forfeited in the event that the Company lists its securities on a leading foreign stock exchange, into 1,374,998 ordinary shares of the Company with no par value at
a price of NIS 3.00 each (in total USD 1.2 million, or NIS 4 million), as well as unlisted rights to receive 1,925,000 unlisted warrants that can be exercised in return for NIS 3.95 per share.
|
|
A. |
Capital Raising (cont.)
|
|
B. |
Share capital and share premium
|
Six months ended
|
||||
June 30, 2020
|
||||
(Unaudited)
|
||||
USD thousands
|
||||
Reverse Acquisition
|
11,439
|
|||
Capital raising *
|
3,059
|
|||
Exercise of options into shares during the period
|
2,119
|
|||
16,617
|
Six months ended
June 30, 2020
|
||||
In shares without par value
|
||||
Issued and authorized share capital as at January 1, 2020
|
19,870,337
|
|||
Ordinary shares from the Merger Transaction
|
30,525,506
|
|||
Issued during the period
|
5,790,364
|
|||
Exercise of options during the period
|
3,713,069
|
|||
Issued and paid-up share capital as at June 30, 2020
|
59,899,276
|
|
C. |
Separation Agreement from Therapin
|
|
1. |
At the time of signing, Therapin committed to pay the Company an amount of USD 11,000 (NIS 40,000) per month, thereafter as of August 1, 2020 over a period of 119 months (the “Payment Period”), for an aggregate total amount of
USD 1.4 million (NIS 4.8 million). During the two years from the date of the separation agreement, 50% of the payments from Therapin will be transferred to a restricted deposit and form an additional source for repayment of the
settlement fund, if there are any additional creditors. The Company does not know of any additional creditors. After two years, the contents of the restricted deposit will be released to the Company.
|
|
2. |
The rest of the Payment Amount will be paid to the Company if during the Payment Period, Therapin or a subsidiary of Therapin complete an exit event, including listing on a stock exchange following a merger or IPO, and the
Company will be given the option to receive shares in such merged company/issue, or payment of the balance in cash (to the extent that payment is cash-based).
|
|
3. |
During the Payment Period, if Therapin has not completed one of the transactions as set out in Section 2, then in the event that Therapin generates a distributable surplus, Therapin will pay the Company an amount equivalent to
14.74% of the surplus balance as repayment on account of the outstanding balance (but in any case no more than the outstanding balance).
|
|
4. |
In the event that, during or subsequent to the end of the Payment Period, Therapin distributes a dividend to its shareholders, and on that date there is a remaining outstanding balance, Therapin will pay the Company an amount
equivalent to 14.74% of the dividend distributed to shareholders as repayment on account of the outstanding balance (but in any case no more than the outstanding balance).
|
|
5. |
As a result of the separation agreement, the Company is no longer a shareholder in Therapin, but rather a debtholder.
|
Developments in the Therapin investment:
|
As at June 30, 2020
|
|||
USD thousands
|
||||
As at January 1, 2020
|
-
|
|||
Investment in shares
|
1,642
|
|||
Revaluation of investment
|
(334
|
)
|
||
Balance as at May 26, 2020
|
1,308
|
|||
Decrease in investment (proceeds)
|
(10
|
)
|
||
As at June 30, 2020
|
1,298
|
|
D. |
Effects of Covid-19 Coronavirus Pandemic
|
Date of grant and entitled employees
|
Instrument terms
|
No. of instruments (thousands)
|
Vesting Conditions
|
Contractual life of options (years)
|
||||
RSUs awarded to consultants and the chairman of the Company's board on May 7, 2020
|
The RSUs are exercisable for a payment of NIS 0.3 per share
|
1,503
|
36 monthly tranches
|
3 years
|
||||
RSUs awarded to an employee on May 7, 2020
|
The RSUs are exercisable without exercise price
|
100
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
||||
Options awarded to consultants of the Company on May 7, 2020
|
Each option can be exercised for an ordinary share without par value of the Company
|
3,987
|
6 quarterly tranches
|
4 years
|
||||
Options awarded to consultants of the Company on May 7, 2020
|
Each option can be exercised for an ordinary share without par value of the Company
|
80
|
Immediate
|
4 years
|
||||
Options awarded to the CEO on May 7, 2020
|
Each option can be exercised for an ordinary share without par value of the Company
|
500
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
||||
Options awarded to employees of the Company on May 7, 2020
|
Each option can be exercised for an ordinary share without par value of the Company
|
1,550
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
||||
Total ordinary shares into which the above options and RSUs may be converted
|
7,720
|
Options for shares plan
|
||
Grant date fair value
|
NIS 22,330 thousand
|
|
The parameters used to calculate fair value:
|
||
Share price (NIS at grant date)
|
2.617
|
|
Exercise price (NIS unlinked)
|
0.3-3.49
|
|
Expected volatility (weighted average)
|
95%
|
|
Expected useful life (weighted average)
|
3 or 4 years
|
|
Risk-free interest rate
|
0.1%-0.3%
|
|
Expected rate of dividends
|
0%
|
June 30,
|
December 31,
|
|||||||||||
2020
|
2019
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Receivables:
|
||||||||||||
Related companies
|
-
|
-
|
87
|
|||||||||
Payables:
|
||||||||||||
Related companies
|
4
|
18
|
21
|
|||||||||
Directors and interested parties
|
41
|
-
|
31
|
1. |
2. |
Notes
|
Balance as at February 29, 2020
|
|||||||
Euro
|
||||||||
Assets
|
||||||||
Cash and cash equivalents
|
6.9
|
448,611
|
||||||
Other receivables
|
6.8
|
30,092
|
||||||
Prepaid expenses
|
7,500
|
|||||||
Total current assets
|
486,203
|
|||||||
Total assets Tota assets
|
486,203
|
|||||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Convertible debentures
|
6.12
|
865,096
|
||||||
Trade payables
|
4,444
|
|||||||
Other payables
|
28,310
|
|||||||
Total current liabilities
|
897,850
|
|||||||
Total liabilities
|
897,850
|
|||||||
Equity
|
||||||||
Share capital
|
6.10
|
5,000
|
||||||
Reserves
|
6.13
|
99,623
|
||||||
Retained earnings
|
(516,270
|
)
|
||||||
Equity attributable to the owners of the Company
|
(411,647
|
)
|
||||||
Total equity
|
(411,647
|
)
|
||||||
Total equity and liabilities
|
486,203
|
3. |
Notes
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
||||||||
Research and development expenses
|
6.4
|
(137,583
|
)
|
|||||
Selling, general and administrative expenses
|
6.5
|
(163,246
|
)
|
|||||
Operating loss
|
(300,829
|
)
|
||||||
Financing expenses
|
6.6
|
(215,441
|
)
|
|||||
Financing expenses, net
|
(215,441
|
)
|
||||||
Loss for the year
|
(516,270
|
)
|
4. |
Notes
|
Attributable to the owners
of the Company
Euro
|
|||||||||||||||||||
For the period from September 1, 2019 ended February 29, 2020
|
Share Capital
|
Retained Earnings
|
Other reserves
|
Total equity
|
||||||||||||||||
Total Comprehensive income for the period
|
||||||||||||||||||||
Loss for the period
|
- |
(516 270
|
)
|
- |
(516,270
|
)
|
||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Issue of ordinary shares
|
6.10
|
5,000
|
-
|
- |
5,000
|
|||||||||||||||
Share-based payments
|
6.13
|
-
|
-
|
99,623
|
99,623
|
|||||||||||||||
Balance as at February 29, 2020
|
5,000
|
(516,270
|
)
|
99,623
|
(411,647
|
)
|
5. |
Notes
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
||||||||
Cash flows from operating activities
|
||||||||
Loss for the year
|
(516,270
|
)
|
||||||
Non-cash and operational adjustments
|
||||||||
Change in fair value of convertible debentures
|
6.6
|
215,141
|
||||||
Share-based payment transactions
|
99,623
|
|||||||
Working capital adjustments
|
||||||||
Change in other receivables
|
(30,092
|
)
|
||||||
Change in trade and other payables
|
32,754
|
|||||||
Change in prepaid expenses
|
(7,500
|
)
|
||||||
Net cash used in operating activities
|
(206,344
|
)
|
Notes
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
||||||||
Cash flows from financing activities
|
||||||||
Proceeds from issuance of share capital
|
6.10
|
5,000
|
||||||
Proceeds from issuance of convertible debentures
|
6.13
|
649,955
|
||||||
Net cash from financing activities
|
654,955
|
|||||||
Net increase in cash and cash equivalents
|
448,611
|
|||||||
Cash and cash equivalents as at February 29, 2020
|
448,611
|
6. |
|
6.1. |
General
|
6.1.1. |
Reporting Entity
|
6.1.2. |
Material Events in the Reporting Period
|
6.1.3. |
Definitions
|
|
a) |
The Company – Peace of Meat BV, with its registered office at Olieweg 95, 2020 Antwerp, Belgium.
|
|
b) |
Related party – Within its meaning in IAS 24 (2009), “Related Party Disclosures”.
|
|
c) |
Financial Statements – Financial Statements for the period from inception (September 1, 2019) ended February 29, 2020.
|
|
6.2. |
Basis of preparation
|
6.2.1. |
Statement of Compliance
|
6.2.2. |
Functional and Presentation Currency
|
6.2.3. |
Basis of Measurement
|
6.2.4. |
Use of Estimates
|
Estimate
|
Principal assumptions
|
Possible effects
|
Reference
|
Recognition of a deferred tax asset in respect of tax losses
|
The probability that in the future there will be taxable profits against which carried forward losses can be utilized
|
Recognition or reversal of deferred tax asset in profit or loss
|
For information on losses for which a deferred tax asset was not recognized, see Note 6.7 of the Financial Statements.
|
Measurement of financial liabilities related to convertible debentures
|
The probability of scenarios of conversion, early repayment and the maturity date of the convertible loan agreements
|
Measurement of a conversion feature related to convertible debentures under different scenarios
|
For information on the scenarios, see Note 6.12 of the Financial Statements.
|
Measurement of the compensation expense related to a call option
|
The assumptions underlying the option pricing model applied
|
Measurement of a call option as compensation expense
|
For information on the valuation of the share-based payment arrangements related to a call option, see Note 6.13 of the Financial Statements.
|
|
6.3. |
Summary of Significant Accounting Policies
|
6.3.1. |
Foreign Currency Translation
|
6.3.2. |
Financial Instruments
|
6.3.3. |
Financing Income and Expenses
|
6.3.4. |
Taxes
|
6.3.5. |
Government Grants
|
6.3.6. |
Research and Development
|
6.3.7. |
Employee Benefits
|
6.3.8. |
Share-Based Payments Arrangements
|
6.3.9. |
New Standards, Amendments to Standards and Interpretations not yet adopted
|
Standard / interpretation / amendment
|
The requirements of the publication
|
Effective date and transitional provisions
|
Expected effects
|
|||
Amendment to IFRS 3, Business Combinations
|
The Amendment clarifies whether a transaction to acquire an operation is the acquisition of a "business" or an asset. For the purpose of this examination, the Amendment added an
optional concentration test so that if substantially all of the fair value of the acquired assets is concentrated in a single identifiable asset or a group of similar identifiable assets, the acquisition will be of an asset. In
addition, the minimum requirements for definition as a business have been clarified, such as for example the requirement that the acquired processes be substantive so that in order for it to be a business, the operation shall include at
least one input element and one substantive process, which together significantly contribute to the ability to create outputs. Furthermore, the Amendment narrows the reference to the outputs element required in order to meet the
definition of a business and added examples illustrating the aforesaid examination.
|
The Amendment is effective for transactions to acquire an asset or business for which the acquisition date is in annual periods beginning on or after January 1, 2020, with earlier
application being permitted.
|
In the opinion of the Company, application of the Amendment may have a material effect on the accounting treatment of future acquisitions of operations.
|
|
6.4. |
Research and Development Expenses
|
For the period from September 1, 2019 ended February 29, 2020
|
||||
Euro
|
||||
Management fees and expenses
|
56,182
|
|||
Share-based payment
|
99,623
|
|||
Other
|
10,150
|
|||
Total research and development expenses
|
165,955
|
|||
Less participation of the Flemish government in research and development expenses
|
28,372
|
|||
Total research and development expenses
|
137,583
|
|
6.5. |
Selling, General and Administrative Expenses
|
For the period from September 1, 2019 ended February 29, 2020
|
||||
Euro
|
||||
Management fees and expenses
|
85,644
|
|||
Travel cost
|
32,164
|
|||
Professional fees
|
16,958
|
|||
Corporate branding fees
|
12,549
|
|||
Fairs, conferences and other marketing expenses
|
3,105
|
|||
Salaries, wages and related expenses (see also Note 6.11 on employee benefits)
|
3,211
|
|||
License fees
|
2,671
|
|||
Office space fees
|
2,539
|
|||
Other general and administrative expenses
|
4,405
|
|||
Total selling, general and administrative expenses
|
163,246
|
|
6.6. |
Financing Expenses
|
|
6.7. |
Income Tax
|
As at February 29, 2020
|
||||
Euro
|
||||
Tax asset not recognized
|
55,484
|
|||
Total
|
55,484
|
|
6.8. |
Other Receivables
|
As at February 29, 2020
|
||||
Euro
|
||||
Other receivables
|
||||
Grants receivable
|
28,372
|
|||
VAT recoverable
|
1,720
|
|||
Total other receivables
|
30,092
|
|
6.9. |
Cash and Cash Equivalents
|
As at February 29, 2020
|
||||
Euro
|
||||
Cash and cash equivalents
|
||||
Bank balance
|
448,661
|
|||
Total cash and equivalents
|
448,661
|
|
6.10. |
Capital and Reserves
|
|
6.11. |
Employment Benefits
|
As at February 29, 2020
|
||||
Euro
|
||||
Presented under current liabilities – other payables
|
||||
Short-term employee benefits
|
2,830
|
|||
Total short-term employee benefits
|
2,830
|
|
6.12. |
Convertible debentures
|
Euro
|
||||
Proceeds from issue of convertible debentures
|
649,955
|
|||
Change in fair value of convertible debentures
|
215,141
|
|||
Balance as at February 29, 2020
|
865,096
|
|
6.13. |
Share-Based Payment Arrangements
|
Ordinary shares
|
||||
Euro
|
||||
Grant date fair value of 100,000 ordinary shares
|
807,000
|
|||
The parameters used to calculate the fair value of the company
|
||||
Expected volatility
|
77.12
|
%
|
||
Expected term
|
3 years
|
|||
Risk free interest rate
|
0.61
|
%
|
For the period from September 1, 2019 ended February 29, 2020
|
||||
Euro
|
||||
Share-based payments
|
99,623
|
|||
99,623
|
|
6.14. |
Financial Instruments
|
|
1. |
Financial instruments measured at fair value.
|
February 29, 2020
|
|||||||||||||||||||
Fair value
|
|||||||||||||||||||
Carrying amount
|
Level 1
|
Level 2
|
Level 3
|
Valuation techniques for determining fair value
|
Inputs used to determine fair value
|
||||||||||||||
EUR
|
|||||||||||||||||||
Non-current liabilities
|
|||||||||||||||||||
Convertible debentures
|
649,955
|
|
|
865,096
|
Fair value is estimated by discounting the future value of the debenture based on the probability of conversion under different scenarios at a
discount rate which is based on the median of the comparative interest rates on unsecured notes with venture capital backed companies from the pharmaceutical, technology and biotech industry. (1)
|
Discount rate of 9.38%
|
|||||||||||||
649,955
|
|
|
865,096
|
|
(1) |
The scenarios as mentioned in the table above are as follows:
|
Scenario
|
Management’s estimate of probability as at February 29, 2020
|
|||
A conversion based on a Qualified Financing expected to take place on June 30, 2020 with a
discount of 28%
|
40
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30, 2020 with a
discount of 34%
|
40
|
%
|
||
Conversion at Maturity Date
|
20
|
%
|
||
TOTAL
|
100
|
%
|
|
2. |
Fair value hierarchy of financial instruments measured at fair value
|
February 29, 2020
|
||||||||||||
|
Level 1
Euro
|
Level 2
Euro
|
Level 3
Euro
|
|||||||||
Financial liabilties measured at fair value through profit or loss
|
|
|
||||||||||
Convertible debentures
|
|
|
865,096
|
|||||||||
|
|
865,096
|
|
6.15. |
Related Party Transactions
|
For the period from September 1, 2019 ended February 29, 2020
|
||||
Euro
|
||||
Management fees and professional fees – research and development expenses
|
56,182
|
|||
Management fees and professional fees – selling, general and administrative expenses
|
85,644
|
|||
Share-based payments – research and development expenses
|
99,623
|
|||
Total
|
241,449
|
As at February 29, 2020
|
||||
Euro
|
||||
Presented under other payables
|
||||
Current account with related parties
|
480
|
|||
Total
|
480
|
6.16. |
Subsequent Events
|
1. |
Notes
|
Balance as at August 31, 2020
|
Balance as at February 29, 2020
|
||||||||||
Euro
|
Euro
|
|||||||||||
Assets
|
||||||||||||
Cash and cash equivalents
|
312,309
|
448,611
|
||||||||||
Other receivables
|
5.8
|
63,761
|
30,092
|
|||||||||
Prepaid expenses
|
11,250
|
7,500
|
||||||||||
Total current assets Tota assets
|
387,320
|
486,203
|
||||||||||
Fixed assets, net
|
5.9
|
143,922
|
-
|
|||||||||
Intangible assets
|
5.9
|
4,117
|
-
|
|||||||||
Right-of-use assets
|
5.19
|
14,333
|
-
|
|||||||||
Non-current assets
|
162,372
|
-
|
||||||||||
Total assets
|
549,692
|
486,203
|
||||||||||
Liabilities
|
||||||||||||
Convertible debentures |
5.14
|
1,181,474
|
865,096
|
|||||||||
Current maturities of lease liabilities
|
5.19
|
2,683
|
-
|
|||||||||
Trade payables
|
5.16
|
104,292
|
4,444
|
|||||||||
Other payables
|
25,198
|
28,310
|
||||||||||
Grants received in advance
|
5.13
|
69,203
|
-
|
|||||||||
Total current liabilities
|
1,382,850
|
897,850
|
||||||||||
Long-term lease liabilities
|
5.19
|
11,957
|
-
|
|||||||||
Total non-current liabilities
|
11,957
|
-
|
||||||||||
Total liabilities
|
1,394,807
|
897,850
|
||||||||||
Equity
|
||||||||||||
Share capital
|
5.11
|
5,000
|
5,000
|
|||||||||
Reserves
|
5.15
|
525,916
|
99,623
|
|||||||||
Retained earnings
|
(1,376,031
|
)
|
(516,270
|
)
|
||||||||
Equity attributable to the owners of the Company
|
(845,115
|
)
|
(411,647
|
)
|
||||||||
Total equity
|
(845,115
|
)
|
(411,647
|
)
|
||||||||
Total equity and liabilities
|
(549,692
|
)
|
(486,203
|
)
|
2. |
Notes
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
||||||||||
Euro
|
Euro
|
|||||||||||
Research and development expenses
|
5.4
|
(547,620
|
)
|
(137,583
|
)
|
|||||||
Selling, general and administrative expenses
|
5.5
|
(174,077
|
)
|
(163,246
|
)
|
|||||||
Operating loss
|
(721,697
|
)
|
(300 ,829
|
)
|
||||||||
Financing income
|
5.6
|
376
|
-
|
|||||||||
Financing expense
|
5.7
|
(138,440
|
)
|
(215,441
|
)
|
|||||||
Financing expenses, net
|
(138,064
|
)
|
(215,441
|
)
|
||||||||
Loss for the period
|
(859,761
|
)
|
(516,270
|
)
|
3. |
Notes
|
Attributable to the owners
of the Company
Euro
|
|||||||||||||||||||
For the period from September 1, 2019 ended February 29, 2020
|
Share Capital
|
Retained Earnings
|
Other reserves
|
Total equity
|
||||||||||||||||
Total Comprehensive income for the period
|
||||||||||||||||||||
Loss for the period
|
(516,270
|
)
|
(516,270
|
)
|
||||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Issue of ordinary shares
|
5,000
|
5,000
|
||||||||||||||||||
Share-based payments
|
5.15
|
99,623
|
99,623
|
|||||||||||||||||
Balance as at February 29, 2020
|
5,000
|
(516,270
|
)
|
99,623
|
(411,647
|
)
|
Notes
|
Attributable to the owners
of the Company
Euro
|
|||||||||||||||||||
For the six months ended August 31, 2020
|
Share Capital
|
Retained Earnings
|
Other reserves
|
Total equity
|
||||||||||||||||
Balance as at 1 March 2020
|
5,000
|
(516,270
|
)
|
99,623
|
(411,647
|
)
|
||||||||||||||
Total Comprehensive income for the period
|
||||||||||||||||||||
Loss for the period
|
-
|
(859,761
|
)
|
-
|
(859,761
|
)
|
||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Share-based payments
|
5.15
|
426,293
|
426,293
|
|||||||||||||||||
Balance as at August 31, 2020
|
5,000
|
(1,376,031
|
)
|
525,916
|
(845,115
|
)
|
4. |
Notes
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
||||||||||
Euro
|
Euro
|
|||||||||||
Cash flows from operating activities
|
||||||||||||
Loss for the period
|
(859,761
|
)
|
(516,270
|
)
|
||||||||
Non-cash and operational adjustments
|
||||||||||||
Depreciation and amortization
|
|
5,738
|
-
|
|||||||||
Change in fair value of convertible debentures
|
5.7
|
138,077
|
215,141
|
|||||||||
Share-based payment transactions
|
5.15
|
426,293
|
99,623
|
|||||||||
Working capital adjustments
|
||||||||||||
Change in other receivables
|
(33,669
|
)
|
(30,092
|
)
|
||||||||
Change in trade, other payables, deferred income and grants received in advance
|
81,475
|
32,754
|
||||||||||
Change in prepaid expenses
|
(3,750
|
)
|
(7,500
|
)
|
||||||||
Net cash used in operating activities
|
(245,597
|
)
|
(206,344
|
)
|
Notes
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
||||||||||
Euro
|
Euro
|
|||||||||||
Cash flows from investing activities
|
||||||||||||
Acquisition of fixed assets
|
5.9
|
(64,209
|
)
|
-
|
||||||||
Acquisition of intangible assets
|
5.9
|
(4,350
|
)
|
-
|
||||||||
Net cash flow used in investing activities
|
(68,559
|
)
|
-
|
|||||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from issuance of share capital
|
-
|
5,000
|
||||||||||
Proceeds from issuance of convertible debentures
|
5.14
|
178,301
|
649,955
|
|||||||||
Payment of principal of lease liabilities
|
(447
|
)
|
-
|
|||||||||
Net cash from financing activities
|
177,854
|
654,955
|
||||||||||
Net increase (decrease) of cash and cash equivalents
|
(136,302
|
)
|
448,611
|
|||||||||
Cash and cash equivalents as at end of previous period
|
448,611
|
-
|
||||||||||
Cash and cash equivalents as at the end of the period
|
312,309
|
448,611
|
5. |
|
5.1. |
General
|
|
5.1.1. |
Reporting Entity
|
|
5.1.2. |
Material Events in the Reporting Period
|
|
5.1.3. |
Definitions
|
|
a) |
The Company – Peace of Meat BV, with its registered office at Olieweg 95, 2020 Antwerp, Belgium.
|
|
b) |
Related party – Within its meaning in IAS 24 (2009), “Related Party Disclosures”.
|
|
c) |
Condensed Interim Financial Statements– Condensed Interim Financial Statements for the 6 months ended August 31, 2020.
|
|
|
|
d) |
Financial Statements – Financial Statements for the period from inception (September 1, 2019) ended February 29, 2020.
|
|
5.2. |
Basis of Preparation
|
|
5.2.1. |
Statement of Compliance
|
|
5.2.2. |
Functional and Presentation Currency
|
|
5.2.3. |
Basis of Measurement
|
|
5.2.4. |
Use of Estimates
|
Estimate
|
Principal assumptions
|
Possible effects
|
Reference
|
||||
Measurement of financial liabilities related to convertible debentures
|
The probability of scenarios of conversion, early repayment and the maturity date of the convertible loan agreements
|
Measurement of a conversion feature related to concertible debentures under different scenarios
|
For information on the scenarios, see Note 5.17 of the condensed interim financial statements.
|
|
5.3. |
Summary of Significant Accounting Policies
|
|
5.3.1. |
Tangible Assets
|
Operating equipment: 5 years |
|
5.3.2. |
Intangible Assets
|
|
5.3.3. |
Right-of-Use Assets and Liabilities
|
(a) |
The right to obtain substantially all the economic benefits from use of the identified asset; and
|
|
5.4. |
Research and Development Expenses
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Management fees and expenses
|
89,236
|
56,182
|
||||||
Lab materials, auxiliary materials and consumables
|
68,244
|
-
|
||||||
Salaries, wages and related expenses
|
60,755
|
-
|
||||||
Share-based payment
|
426,293
|
99,623
|
||||||
Professional fees
|
13,333
|
|||||||
Lab space fees
|
8,612
|
-
|
||||||
Depreciation and amortization
|
5,738
|
|||||||
Other
|
11,834
|
10,150
|
||||||
Total research and development expenses
|
684,045
|
165,955
|
||||||
Less income from the Flemish government (Belgium) in research and development expenses
|
136,425
|
28,372
|
||||||
Total research and development expenses
|
547,620
|
137,583
|
|
5.5. |
Selling, General and Administrative Expenses
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Management fees and expenses
|
80,501
|
85,644
|
||||||
Travel costs
|
25,482
|
32,164
|
||||||
Professional fees
|
52,889
|
16,958
|
||||||
Corporate branding fees
|
-
|
12,549
|
||||||
Fairs, conferences and other marketing expenses
|
1,125
|
3,105
|
||||||
Salaries, wages and related expenses
|
-
|
3,211
|
||||||
License
|
5,000
|
2,671
|
||||||
Office space fees
|
1,695
|
2,539
|
||||||
Other general and administrative expenses
|
7,385
|
4,405
|
||||||
Total selling, general and administrative expenses
|
174,077
|
163,246
|
|
5.6. |
Financing Income
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Net foreign exchange gain
|
376
|
-
|
||||||
Total financing income
|
376
|
-
|
|
5.7. |
Financing Expense
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Financial liabilities at fair value through profit or loss
|
||||||||
Net change in fair value of convertible debentures measured at fair value through profit or loss
|
138,077
|
215,141
|
||||||
Other
|
||||||||
Other financing expenses
|
363
|
300
|
||||||
Total financing expense
|
138,440
|
215,441
|
|
5.8. |
Other Receivables
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Other receivables
|
||||||||
Advance payments
|
37,005
|
-
|
||||||
Grants receivable
|
-
|
28,372
|
||||||
VAT recoverable
|
26,756
|
1,720
|
||||||
Total other receivables
|
63,761
|
30,092
|
|
5.9. |
Intangible and Tangible Fixed Assets
|
Operating equipment
|
Total
|
|||||||
Euro
|
Euro
|
|||||||
Cost
|
||||||||
As at February 29, 2020
|
||||||||
Additions during the six months
|
148,673
|
148,673
|
||||||
As at August 31, 2020
|
148,673
|
148,673
|
||||||
Accumulated Depreciation
|
||||||||
As at February 29, 2020
|
||||||||
Depreciation during the six months
|
(4,751
|
)
|
(4,751
|
)
|
||||
As at August 31, 2020
|
(4,751
|
)
|
(4,751
|
)
|
||||
Amortized balance
|
||||||||
As at February 29, 2020
|
-
|
-
|
||||||
As at August 31, 2020
|
143,922
|
143,922
|
Software
|
Total
|
|||||||
Euro
|
Euro
|
|||||||
Cost
|
||||||||
As at February 29, 2020
|
-
|
-
|
||||||
Additions during the six months
|
4,350
|
4,350
|
||||||
As at August 31, 2020
|
4,350
|
4,350
|
||||||
Accumulated amortization
|
-
|
|||||||
As at February 29, 2020
|
||||||||
Amortization during the six months
|
(233
|
)
|
(233
|
)
|
||||
As at August 31, 2020
|
(233
|
)
|
(233
|
)
|
||||
Amortized balance
|
||||||||
As at February 29, 2020
|
-
|
-
|
||||||
As at August 31, 2020
|
4,117
|
4,117
|
|
5.10. |
Cash and Cash Equivalents
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Cash and cash equivalents
|
||||||||
Bank balance
|
312,309
|
448,661
|
||||||
Total cash and cash equivalents
|
312,309
|
448,661
|
|
5.11. |
Capital and Reserves
|
|
5.12. |
Employment Benefits
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Presented under current liabilities – other payables
|
||||||||
Short-term employee benefits
|
25,176
|
2,830
|
||||||
Total short-term employee benefits
|
25,176
|
2,830
|
|
5.13. |
Government Grants
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Government grants
|
||||||||
As part of other receivables
|
28,372
|
|||||||
As part of grants received in advance
|
(69,203
|
)
|
||||||
Total other receivables / grants received in advance
|
(69,203
|
)
|
28,372
|
Euro
|
||||
Government grants as part of “other receivable” as at February 29, 2020
|
28,372
|
|||
Additional government grants the Company is entitled to in the six months ended August 31, 2020
|
136,425
|
|||
Government grants received in the six months ended August 31, 2020
|
(234,000
|
)
|
||
Total grants received in advance as at August 31, 2020
|
(69,203
|
)
|
5.14. |
Convertible Debentures
|
Identitity
of Borrower |
Type
|
Loan date
|
Original loan amount
|
Interest Mechanism
|
Payment date of Principal
|
Other Material Terms
|
Face Value
|
Fair Value
|
|||||||
The Company
|
Convertible Debentures “2019” (1)
|
Between August 27, 2019 and January 6, 2020
|
649,955
|
4% annually based on original loan amount (calculated on a 365 days basis)
|
Maturity date as at December 31, 2020 with a possibility to extend to a later date if lenders whose pro rata portion of the sum of all convertible
debentures “2019” aggregates to more than 50% of the committed amount of the sum of all convertible debentures “2019” (“Majority Lenders”), agree
Early Repayment possible if Majority Lenders agree
|
Conversion mechanisms and conditions:
• Mandatory conversion in case of a Qualified Financing (1 million Euro) based on price per share at that date minus
discount as follows:
(i) in the event of Conversion prior to April 1, 2020: 25%;
(ii) in the event of Conversion on or after April 1, 2020: 25% increased with a percentage equal to 1% multiplied by the number of months
that have passed since April 1, 2020 but with a cap of 34%;
• Mandatory conversion at maturity date based on price per share based on two different situations:
(i) 4 million Euro pre money if a grant of 3 million Euro has been awarded
(ii) 2 million Euro pre money if a grant of 3 million has not been awarded.
• Events of Default whereby the lenders shall have the right to declare the loan immediately due and payable are:
(a) Failure to pay: the Company fails to pay when due and the failure is not remedied within seven business days
after the Majority Lenders have given notice of this failure;
(b) Material breach of Obligations: the Company materially fails to observe or perform any of its obligations and
failure is not remedied within seven business days after the Majority Lenders have given notice of this failure;
(c) Insolvency: in case of forced liquidation, receivership or winding up, the making of an assignment for the
benefit of creditors or any voluntary winding up or any similar event.
|
649,955
|
925,813
|
Euro
|
||||
Balance as at February 29, 2020
|
865,096
|
|||
Proceeds from issue of convertible debentures "2020"
|
178,301
|
|||
Change in fair value of convertible debentures
|
138,077
|
|||
Balance as at August 31, 2020
|
1,181,474
|
|
5.15. |
Share-Based Payment Arrangements
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Share-based payments
|
426,293
|
99,623
|
||||||
Total
|
426,293
|
99,623
|
|
5.16. |
Trade Payables
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Trade payables
|
||||||||
Open debts
|
97,873
|
4,444
|
||||||
Accrued charges
|
6,419
|
|||||||
Total trade payables
|
104 ,292
|
4,444
|
|
5.17. |
Financial Instruments
|
|
1. |
Financial instruments measured at fair value for disclosure purposes only.
|
August 31, 2020
|
|||||||||||||||||||
Fair value
|
|||||||||||||||||||
Carrying amount
|
Level 1
|
Level 2
|
Level 3
|
Valuation techniques for determining fair value
|
Inputs used to datermine fair value
|
||||||||||||||
EUR
|
|||||||||||||||||||
Non-current liabilities
|
|||||||||||||||||||
Convertible debentures
|
828,256
|
|
|
1,181,474
|
Fair value is estimated by discounting the future value of the debenture based on the probability of conversion under different scenarios at a
discount rate which is based on the median of the comparative interest rates on unsecured notes with venture capital backed companies from the pharmaceutical, technology and biotech industry. (1)
|
Discount rate of 9.38% or 9.25% depending on the different scenarios
|
|||||||||||||
828,256
|
|
|
1,181,474
|
February 29, 2020
|
|||||||||||||||||||
Fair value
|
|||||||||||||||||||
Carrying amount
|
Level 1
|
Level 2
|
Level 3
|
Valuation techniques for determining fair value
|
Inputs used to datermine fair value
|
||||||||||||||
EUR
|
|||||||||||||||||||
Non-current liabilities
|
|||||||||||||||||||
Convertible debentures
|
649 955
|
|
|
865,096
|
Fair value is estimated by discounting the amounts obtained above based on the probability of conversion under different scenarios at a discount
rate which is based on the median of the comparative interest rates on unsecured notes with Venture Capital backed companies from the pharmaceutical, technology and biotech industry. (2)
|
Discount rate of 9.38%
|
|||||||||||||
649 955
|
|
|
865,096
|
|
(1) |
The scenarios related to the Convertible Debentures “2019” as mentioned in the table above compare as follows:
|
Scenario
|
Management’s estimate of probability as at August 31, 2020
|
Management’s estimate of probability as at February 29, 2020
|
||||||
A conversion based on a Qualified Financing expected to take place on June 30, 2020 with a
discount of 28%
|
0
|
%
|
40
|
%
|
||||
A conversion based on a Qualified Financing expected to take place on December 30, 2020 with a
discount of 34%
|
90
|
%
|
40
|
%
|
||||
Conversion at Maturity Date
|
10
|
%
|
20
|
%
|
||||
TOTAL
|
100
|
%
|
100
|
%
|
|
(2) |
The scenarios related to the Convertible Debenture “2020” are as follows:
|
Scenario |
Management’s estimate of probability as at August 31, 2020
|
|||
A conversion based on a Qualified Financing expected to take place on December 30, 2020 with a
discount of 34%
|
90
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30, 2021 with a
discount of 34%
|
2
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30, 2022 with a
discount of 34%
|
2
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30, 2023 with a
discount of 34%
|
2
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30, 2024 with a
discount of 34%
|
2
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30, 2025 with a
discount of 34%
|
1
|
%
|
||
Coversion at Maturity Date
|
1
|
%
|
||
TOTAL
|
100
|
%
|
|
2. |
Fair value hierarchy of financial instruments measured at fair value
|
August 31, 2020
|
||||||||||||
Level 1
Euro
|
Level 2
Euro
|
Level 3
Euro
|
||||||||||
Financial liabilties measured at fair value through profit or loss
|
||||||||||||
Convertible debentures
|
|
|
1,181,474
|
|||||||||
|
|
1,181,474
|
February 29, 2020
|
||||||||||||
Level 1
Euro
|
Level 2
Euro
|
Level 3
Euro
|
||||||||||
Financial liabilties measured at fair value through profit or loss
|
||||||||||||
Convertible debentures
|
|
|
865,096
|
|||||||||
|
|
865,096
|
|
5.18. |
Related Party Transactions
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Management fees, expenses and professional fees – research and development expenses
|
89,236
|
56,182
|
||||||
Management fees, expenses and professional fees – selling, general and administrative expenses
|
80,501
|
85,644
|
||||||
Share-based payments – research and development expenses
|
426,293
|
99,623
|
||||||
Total
|
596,030
|
241,449
|
As at August 31, 2020
|
As at
February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Presented under other payables
|
||||||||
Current account with related parties
|
22
|
480
|
||||||
Total
|
22
|
480
|
|
5.19. |
Leases
|
As at August 31, 2020
|
||||
Euro
|
||||
Balance as at March 31, 2020
|
-
|
|||
Additions during the year
|
15,087
|
|||
Amortization during the year
|
(754
|
)
|
||
Balance as at August 31, 2020
|
14,333
|
As at August 31, 2020
|
||||
Euro
|
||||
Up to one year
|
2,683
|
|||
Between 1 years and 5 years
|
11,957
|
|||
Total
|
14,640
|
As at August 31, 2020
|
||||
Euro
|
||||
Amortization of Right-of-use asset
|
754
|
|||
Interest expense on lease liability
|
1
|
|
5.20. |
Subsequent Events
|
• |
a monetary liability incurred by or imposed on the office holder in favor of another person pursuant to a court judgment, including pursuant to a settlement confirmed as judgment or arbitrator’s decision approved by a competent court.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the
company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen
events and amount or criteria;
|
• |
reasonable litigation expenses, including reasonable attorneys’ fees, which were incurred by the office holder as a result of an investigation or proceeding filed against the office holder by an authority authorized to conduct such
investigation or proceeding, provided that such investigation or proceeding was either (i) concluded without the filing of an indictment against such office holder and without the imposition on him of any monetary obligation in lieu of a
criminal proceeding; (ii) concluded without the filing of an indictment against the office holder but with the imposition of a monetary obligation on the office holder in lieu of criminal proceedings for an offense that does not require proof
of criminal intent; or (iii) in connection with a monetary sanction;
|
• |
a monetary liability imposed on the office holder in favor of all the injured parties by the breach in an Administrative Proceeding (as defined below) as set forth in Section 52(54)(a)(1)(a) to the Securities Law;
|
• |
expenses expended by the office holder with respect to an Administrative Proceeding under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees;
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or which were imposed on the office holder by a court (i) in a proceeding instituted against him or her by the company, on its behalf, or by a third
party, or (ii) in connection with criminal indictment of which the office holder was acquitted, or (iii) in a criminal indictment which the office holder was convicted of an offense that does not require proof of criminal intent;
|
• |
financial liability imposed on the office holder on behalf of all the victims of the breach in an Administrative Proceeding;
|
• |
expenses incurred by an office holder in connection with a proceeding conducted with respect to the office holder under the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses; and
|
• |
any other obligation or expense in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder, including, without limitation, matters referenced in Section 56H(b)(1) of the Securities Law.
|
• |
Under the Companies Law, the Securities Law and the Antitrust Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if and to the extent provided in the
company’s articles of association:
|
• |
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
|
• |
a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;
|
• |
a monetary liability imposed on the office holder in favor of a third party;
|
• |
a monetary liability imposed on the office holder in favor of an injured party in certain Administrative Proceedings under the Securities Law, including reasonable attorneys’ fees and other litigation expenses;
|
• |
expenses incurred by an office holder in connection with an Administrative Proceeding, including reasonable attorneys’ fees and other litigation expenses; and
|
• |
monetary liability imposed on the office holder in proceedings under or in connection with the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses.
|
• |
a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would
not prejudice the company;
|
• |
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
• |
an act or omission committed with intent to derive illegal personal benefit; or
|
• |
a fine or forfeit levied against the office holder.
|
• |
In September and October 2019, we issued 19,681 ordinary shares to certain investors at a price of $95.94 per share and 9,839 warrants exercisable into ordinary shares at an exercise price of $353 per warrant, for aggregate gross proceeds of
$1.89 million.
|
• |
In May 2020, we issued to certain investors 1,391,794 ordinary shares and warrants to purchase 8,040,382 ordinary shares at an exercise price of NIS 3.36 per warrant, for aggregate gross proceeds of $1 million.
|
• |
In May 2020, we issued to certain investors 4,398,570 ordinary shares and 4,398,570 options to purchase ordinary shares at an exercise price of NIS 3.03, for aggregate gross proceeds of $2.4 million.
|
• |
In August 2020, we issued to certain investors 5,292,160 ordinary shares and warrants exercisable into 7,409,021 ordinary shares at an exercise price of NIS 3.95 per share, for aggregate gross proceeds of $5.8 million, as well as rights
exercisable into 1,374,998 ordinary shares at an exercise price of NIS 3.00 per share, and rights for warrants exercisable into 1,925,000 ordinary shares at an exercise price of NIS 3.95 per share.
|
• |
In December 2020, we issued to certain investors 6,791,600 ordinary shares, warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 5.00 per share and warrants exercisable into 3,395,800 ordinary shares at an exercise
price of NIS 6.00 per share, for aggregate gross proceeds of $7.3 million.
|
|
• |
In February 2021, we issued 4,070,766 ordinary shares and rights to purchase 4,070,766 additional ordinary shares, vesting with no exercise price upon the achievement of certain milestones, to certain
shareholders of Peace of Meat, in the course of purchasing the entire outstanding equity of Peace of Meat in return for a combination of cash and our securities.
|
1.1* |
Form of Underwriting Agreement
|
2.1# |
4.1* |
Form of Deposit Agreement between the registrant, the Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder
|
4.2* |
Specimen American Depositary Receipt (included in Exhibit 4.1)
|
10.1# |
10.2# |
10.3# |
10.4# |
10.5*# |
10.6 |
10.7 |
10.8 |
10.9# |
10.10 |
10.11 |
21.1 |
23.1 |
23.2 |
23.3 |
24.1 |
1. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
i. |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
ii. |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
iii. |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
2. |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
|
3. |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
4. |
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
|
5. |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
6. |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
i. |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
ii. |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
iii. |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
iv. |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
b. |
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit
prompt delivery to each purchaser.
|
c. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
d. |
The undersigned registrant hereby undertakes that:
|
1. |
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
2. |
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
MEAT-TECH 3D LTD.
By: /s/ Sharon Fima
Name: Sharon Fima
Title: Chief Executive Officer
|
Signatures
|
Title
|
Date
|
||
/s/ Sharon Fima
|
||||
Sharon Fima
|
Chief Executive Officer, Chief Technology Officer and Director (Principal Executive Officer)
|
February 18, 2021
|
||
/s/ Guy Hefer
|
||||
Guy Hefer
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
February 18, 2021
|
||
/s/ Steven H. Lavin
|
||||
Steven H. Lavin
|
Chairman of the Board of Directors
|
February 18, 2021
|
||
/s/ Eli Arad
|
||||
Eli Arad
|
Director
|
February 18, 2021
|
||
/s/ Daniel Ayalon
|
||||
Daniel Ayalon
|
Director
|
February 18, 2021
|
||
/s/ Shirly Cohen
|
||||
Shirly Cohen
|
Director
|
February 18, 2021
|
||
/s/ David Gerbi
|
||||
David Gerbi
|
Director
|
February 18, 2021
|
|
By: Puglisi & Associates
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director
|
Between
|
||
Ophectra Real Estate and Investments Ltd.
|
||
Company No.: 520041955
|
||
of 20 HaMagshimim Street, Petach Tikva
|
||
(hereinafter: the “Company” or “Ophectra”)
|
and
|
||
MeaTech Ltd.
|
||
Company No.: 515851152
|
||
of 18 Einstein Street, Nes Ziona
|
||
(hereinafter: “MeaTech”)
|
and
|
||
The Shareholders of MeaTech Ltd.
|
||
as listed in Appendix A to this Agreement
|
||
(hereinafter: the “Existing Shareholders of MeaTech”)
|
Whereas |
The Company is a public company whose shares are listed on the Tel Aviv Stock Exchange Ltd. (“TASE”); and
|
Whereas |
As at the date of signing of this Agreement, the issued and paid-up share capital of the Company is as specified in Appendix A to this Agreement; and
|
Whereas |
The Parties wish that the Company will acquire from the Existing Shareholders of MeaTech all shares of MeaTech held by them, so that after completing the merger (as this term is defined below) Ophectra will hold 100% of the issued and
paid-up share capital of MeaTech (the “Transferred MeaTech Shares”); and
|
Whereas |
In exchange for the Transferred MeaTech Shares, the Company will allot shares and warrants convertible to shares of the Company to each of the Existing Shareholders of MeaTech, so that after such allotment the Existing Shareholders of
MeaTech will hold the allotted securities (as defined below), at a rate that will be equivalent to, after allotment of the allotted securities, up to 68% of the issued and paid-up share capital of Ophectra, partially diluted, in accordance
with the milestones agreed upon between the Parties; and
|
Whereas |
The shares are exchanged for business and financial purposes, with the intention, among others, of raising capital and/or debt on the TASE through the Company, for financing the business activities of MeaTech Ltd.
|
1. |
General
|
|
1.1. |
The preamble and appendices to this Agreement constitute an integral part hereof.
|
|
1.2. |
Headings of the sections are for the sake of convenience only and will not be used for the purpose of interpretation
|
|
1.3. |
In this Agreement, the terms set out below will have the meanings specified alongside them:
|
|
1.3.1. |
Interested Party - as defined in the Companies Law 1999 (the “Companies Law”);
|
|
1.3.2. |
Partially diluted in the Company - the issued and paid-up share capital of the Company at date of signing, as defined below, with the addition of the founders shares and founders rights, as
defined below, that will be allotted to MeaTech shareholders under the share exchange transaction, and on the assumption of full exercise of the all the founders rights, and without taking into account existing warrants of the Company as
at date of signing, as defined below, as set out in Section 7.9 below.
|
|
1.3.3. |
Existing warrants of the Company at date of signing - 4,506,600 warrants (unregistered), as recorded in the Company's register of warrants as at the date of this Agreement, each of which can be
exercised for one (1) ordinary share of the Company without par value, as set out below:
|
|
1.3.4. |
Fully diluted - on the assumption that the relevant company has allotted to all holders of convertible securities of that company and/or to anyone who has been given the right to receive
convertible securities in that company, the maximum number of shares that may result from exercise and/or conversion of convertible securities and/or such foregoing right, even if the date of exercise of the right to receive the shares
falls at an allotment subsequent to the date of signing of this Agreement or the date of closing;
|
|
1.3.5. |
Net liquid capital - any cash held by the Company less the Company’s liabilities (separate).
|
|
1.3.6. |
Issued and paid-up capital of the Company at the date of signing - a total number of 19,870,337 ordinary shares without par value.
|
|
1.3.7. |
Exchange of shares - simultaneous execution of the following actions, one against the other: (a) transfer of the transferred MeaTech shares from the Existing Shareholders of MeaTech to the
Company; and (b) allotment of the allotted securities by the Company to the Existing Shareholders of MeaTech;
|
|
1.3.8. |
Bridging Loans - loans that MeaTech will provide to the Company in accordance with the provisions of this Agreement, and it is clarified that these loans are provided instead of loans from a
financial entity and are intended only to serve as bridging for working capital needs during the transition period;
|
|
1.3.9. |
Completion of the merger or closing of the transaction - when all the preconditions as set out in section 6 below have been met;
|
|
1.3.10. |
Company’s liabilities - all the Company's liabilities, whether future, final or contingent, known or unknown, including contractual or proprietary liabilities, financial or non-financial
liabilities, including all costs, expenses and payments arising from such liabilities and complying with them (including towards suppliers, employees and customers) and excluding the Company’s expenses and liabilities that arise due to
this Agreement;
|
|
1.3.11. |
Company Shares - ordinary shares of the Company without any par value;
|
|
1.3.12. |
MeaTech Shares - shares of MeaTech that have no par value;
|
|
1.3.13. |
Founders Shares - 29,805,506 ordinary shares of the Company without par value, which after allotment will constitute, as per the Company's declaration, 60.00% of the issued and paid-up share
capital of the Company, not fully diluted;
|
|
1.3.14. |
Founders Rights - 12,418,960 warrants, not listed for trading, that may be exercised for 12,418,960 ordinary shares of the Company without par value, and which, after allotment will constitute 8%
of the issued and paid-up share capital of the Company, partially diluted;
|
|
1.3.15. |
Allotted Securities - the Founders Shares together with the Founders Rights, subject to adjustments as set out in section 2.6 and section 7.9 below;
|
|
1.3.16. |
Transition Period - the period beginning from date of signing of this Agreement and ending on the earlier of the following dates: date of closing of the transaction or the date of cancellation of
the Agreement by any of the Parties.
|
2. |
The Transaction
|
|
2.1. |
As soon as the preconditions set out in section 6 below are met, the Company will acquire 100% of the issued and paid-up share capital of MeaTech from MeaTech shareholders, in exchange for the allotment of the Founders Shares, so that
after their allotment MeaTech shareholders will hold 60% of the Company's issued and paid-up share capital, not fully diluted, and at the same time the Company will allocate to MeaTech shareholders, against the transfer of MeaTech Shares,
the Founders Rights, so that after their allotment and on the assumption that they will be exercised, MeaTech shareholders will hold 68% of the issued and paid-up share capital of the Company.
|
|
2.2. |
Once the foregoing allotment of shares and rights is completed, the Company will hold 100% of the issued and paid-up share capital of MeaTech.
|
|
2.3. |
At the date of closing of the transaction, the Company's net liquid capital will not fall below NIS 0, excluding the bridging loans that will be provided, if provided, by MeaTech to the Company with the addition of any amount that the
Company will raise or receive as a result of exercising existing warrants of the Company. The Company may use these funds only in the normal course of business, and all so that they can be used by the merged company.
|
|
2.4. |
On the date of completion of the merger, the Company will allot to each of the shareholders of MeaTech a quantity of Founders Shares and Founders Rights, based on the breakdown in the capital table attached as Appendix 2.4 to this Agreement.
|
|
2.5. |
The Founders Rights will be allotted to MeaTech shareholders on the date of completion of the merger, without any additional consideration, as part of the consideration of transferring of MeaTech Shares to the Company, and the Founders
Rights will be exercisable without any additional consideration, based on compliance with the following milestones:
|
|
2.5.1. |
Immediately after completing the development of the prototype of a layer of stem cells using 3D printing technology - 50% of the Founders Rights will vest and will be exercisable for Company Shares;
|
|
2.5.2. |
Immediately following a taste test of clean meat tissue weighing at least 100 grams that was printed using the 3D printer to be developed by Meat-Tech - 50% of the Founders Rights will vest and will be exercisable for Company Shares;
|
|
2.5.3. |
Notwithstanding the foregoing, in the event that securities of the Company or of MeaTech (that will become a subsidiary of the Company following the merger) are listed for trading on a foreign stock exchange, in the United States, UK,
Australia, the Netherlands, Germany or China, all the Founder Rights will vest immediately and will be exercisable for Company Shares.
|
|
2.6. |
The terms and conditions of the warrants and the adjustments that will apply to them are set out in Appendix 2.6 to this Agreement.
|
|
2.7. |
Appointment of directors and termination of office of serving directors
|
|
2.8. |
Appointment of a CEO and Chief Technology Officer
|
|
2.9. |
Insurance and run-off insurance
|
|
2.10. |
Letters of exemption and indemnification
|
|
2.11. |
Approval of a Compensations Policy
|
|
2.12. |
Bridging loans
|
3. |
Company’s Declarations
|
|
3.1. |
The Company is a public company, lawfully incorporated and registered in Israel on July 22, 1992. The Company's shares were listed for trading on the Tel Aviv Stock Exchange Ltd. (“TASE”) and the Company became a public company.
|
|
3.2. |
The Company hereby declares that it has the authority to engage in this Agreement, pursuant to any law and agreement, and that subject to compliance with the preconditions as set out in section 6 below, there is no cause or impediment,
written or oral, with respect to such engagement. The Company's signature on this Agreement and its execution do not conflict with or contradict: (a) any judgment, order, guidelines and/or directive that any court, judicial body or
administrative authority imposed on it; (b) any agreement, undertaking or restriction that the Company is party to.
|
|
3.3. |
The Company declares that other than the approvals as set out in section 6 below, which the Company is required to obtain and produce no later than on the closing date of the transaction, all approvals of the Company's organs required
for approving and executing the Company’s engagement in this Agreement have been received, including from related parties or third parties. The signatories on behalf of the Company are lawfully authorized to sign and their signatures on
this Agreement are binding on the Company, for all intents and purposes.
|
|
3.4. |
At the time of signing of this Agreement, the Company's registered share capital amounts to NIS 1,000,000,000 that is divided into 1,000,000,000 shares without par value, of which 19,870,337 shares were issued in accordance with the
law and the Company's articles of association.
|
|
3.5. |
Other than the shares issued by the Company as set out in section 3.4 above, and excluding existing warrants of the Company at the time of signing this Agreement, the Company has not granted or allotted any shares or securities
convertible for Company shares, including options and/or other rights to acquire the Company's securities, it has not undertaken (expressly or conditionally) to allot, transfer, convert, encumber or otherwise grant any shares and/or
securities convertible to Company shares, including options and/or to grant any other right with respect to its shares to anyone and/or to any entity and has not received any loans that may be converted into the Company's securities.
|
|
3.6. |
As at the date of signing of this Agreement, the holdings of interested parties in securities of the Company are:
|
Interested party
|
Shares
|
Warrants
|
% of the Company's capital and voting rights
|
% of the Company's capital and voting rights (fully diluted)
|
||||||||||||
Simon Sioma
|
2,672,575
|
850,815
|
13.45
|
%
|
14.45
|
%
|
||||||||||
Shimon Cohen
|
3,140,000
|
306,172
|
15.802
|
%
|
14.137
|
%
|
||||||||||
Asher Deutsch
|
125,000
|
0
|
0.6290
|
%
|
0.513
|
%
|
||||||||||
Shmuel Levi
|
5,495
|
400,000
|
0.028
|
%
|
1.663
|
%
|
||||||||||
Yaacov Bar-Lev
|
1,297,062
|
131,579
|
6.528
|
%
|
5.861
|
%
|
|
3.7. |
The securities that will be allotted to the Existing Shareholders of MeaTech at the date of completion of the merger, will be allotted in accordance with the law and will be fully paid-up and free from any restriction, foreclosure, or
any third party right, other than the restrictions under the Securities Law, 1968 (the “Securities Law”) and its Regulations. The shares that will be allotted to the Existing Shareholders of MeaTech at the date of completion of the merger
will be registered in the name of the nominee company of the Tel Aviv Stock Exchange Ltd. ("the Nominee Company").
|
|
3.8. |
The Company has duly published, on time, all financial statements, reports and/or notices that it was required to publish pursuant to the provisions of the Securities Law and Regulations (“Immediate Reports”).
|
|
3.9. |
As at the date of this Agreement, there is no agreement or arrangement or understandings between the Company and/or any of the Company's shareholders and/or any third party, with respect to holdings of the Company's securities,
including for buying or selling of the Company's securities, voting rights in the Company, rights to vote in the general meetings of the Company, and including any undertaking to engage in such agreement.
|
|
3.10. |
The Company's periodic report for 2018, its audited financial statements as at December 31, 2018, its reviewed financial statements as at June 30, 2019 and immediate reports (below jointly: the “Company Reports"), were prepared based
on correct, complete and up-to-date information that fully, properly, correctly, currently and accurately reflect the state of the Company's business, the Company's financial position, including its equity, assets, liabilities, profits,
operating results and cash flows and any other matter, that it is required by law to include in the Company Reports, as of the dates specified in these reports. The Company Reports are prepared, with regard to the financial statements,
consistent and in accordance with the International Financial Reporting Standards (IFRS) applicable to the Company, and in accordance with the accounting policies that have been adopted to date and with the Securities Law and Regulations
applicable at the date of their signing. Further to that stated in the Company Reports, the Company has no other obligations and/or financial liabilities of any kind towards any person and/or entity whatsoever, whether their due date has
passed or not, whether they have materialized or not. From June 30, 2019 through the date of signing of this Agreement, the Company's operations were conducted in the ordinary course of business, and there has been no unusual and/or
material transaction and/or material action by the Company that were not reflected in the Company Reports and/or immediate reports.
|
|
3.11. |
As at the date of this Agreement, the Company is not party to any legal or quasi-legal proceedings or any proceedings whatsoever, before the Securities Authority or before any court of justice, court of law or other tribunal, including
in arbitration, mediation or conciliation, and the Company has not received any notice of such proceedings, other than as specified in Appendix 3.11.
|
|
3.12. |
The Company has no commitments whatsoever, of any kind, towards employees and/or consultants, that cannot be canceled within 30 days without payment of a fine or any exit fees, other than the obligation to give 90 day advance notice to
the Company's CEO.
|
|
3.13. |
No claims have been filed against the Company and the Company is not aware of any intention to file any motion for the appointment of a receiver and/or trustee in bankruptcy and/or for the appointment of a temporary or permanent
liquidator and/or the appointment of a special manager and/or motion for a stay of proceedings. Neither the Company and/or anyone acting on its behalf have taken any measures with regard to a settlement or arrangement with creditors or
voluntary liquidation or appointment of a receiver, for any part of its assets. No creditor has exercised a lien or pledge against any of the Company's assets and no foreclosure or execution order has become enforceable, and no property
has been foreclosed.
|
|
3.14. |
Other than as specified in Appendix 3.14 of this Agreement, the assets and/or rights of the Company and/or its registered and/or issued share capital, in whole or in part, are not
encumbered by any mortgages, pledges, liens, foreclosures and/or other charges, registered or unregistered, and there are no other third party rights whatsoever with respect to them and/or in connection thereto on any of the Company's
assets and the Company has not undertaken in any obligation to create a lien and/or to grant any right to any third party with respect to its property, rights and/or shares and/or any part thereof. For the purposes of the foregoing, the
term “pledges” also includes endorsement of rights, endorsement of rights by way of lien, granting right of use of assets and negative liens (all the foregoing charges will be known below: the “Charges”).
|
|
3.15. |
Other than as specified in Appendix 3.15 to this Agreement, as of the date of this Agreement, the Company does not employ any outside workers or service providers that may be considered
employees and it has not undertaken and is not exposed to any obligation to employ employees or to receive any other services whatsoever.
|
|
3.16. |
As at the transaction closing date, the Company's net liquid capital will not fall below an amount of NIS 0 in cash, excluding bridging loans that MeaTech provided to the Company.
|
|
3.17. |
Other than as set out in the Company's financial statements as at December 31, 2018 the Company is not aware of any objection, complaint or investigation that may have been lodged against the Company or the existence of any warning of
an investigation being opened against the Company by the tax authorities. The Company has complied with all the reporting requirements applicable to it, and has submitted to the tax authorities all the reports (including income tax and
VAT reports) that it is required to submit under the laws applicable to it, and has made payment, on time, of all applicable tax payments and/or has made appropriate provisions in its financial statements sufficient to pay and fulfill all
its obligations to all tax authorities.
|
|
3.18. |
The Company provided MeaTech and the Existing Shareholders of MeaTech with all the information and documents concerning the Company and its operations, as well as all information and documents necessary for a reasonable investor to
make a decision regarding a transaction of the type that is the subject of this Agreement. The information and/or documents that were provided as aforesaid are correct, comprehensive, accurate and complete and do not include any
misleading detail and do not lack any missing detail and/or fact that was not disclosed.
|
|
3.19. |
All the Company’s representations and obligations are to be deemed as having been given not only to MeaTech, but also to the Existing Shareholders of MeaTech .
|
|
3.20. |
The declarations and undertakings pursuant to the provisions of this section 3 will be correct as at the closing date. Without derogating from the foregoing, on the closing date, the Company will revise the foregoing declarations,
thus, wherever the statements and appendices contain sections that relate to the date of signing, the statements and appendices would be updated by the Company so that they are correct as at the closing date.
|
|
3.21. |
The Company received all the information, documents and data it requested with regard to MeaTech, its subsidiaries, the transferred MeaTech securities, and the operations of MeaTech and its subsidiaries. It entered into this Agreement
after in depth and meticulous due diligence of the state of MeaTech, its subsidiaries, the transferred MeaTech securities, as well as due diligence of the state of their business by professional consultants and to its full satisfaction.
The Company asked all the questions it needed, including questions that arose from the data and documents presented to it by MeaTech and/or anyone on its behalf, to make the decision whether or not to enter into this Agreement and all its
questions and requests were address in full, to its absolute satisfaction.
|
|
3.22. |
The Company did not receive or rely upon any forward looking information and/or representation and/or guarantees and/or forecasts and/or assessment and/or guarantee and/or any representation regarding the chances of succeeding of
MeaTech and/or any of its subsidiaries and/or the operations of any of them and/or regarding profits and/or income that may or may not be generated and/or concerning any other issue or matter.
|
|
3.23. |
The Company is aware that the acquisition of MeaTech’s securities involves risks and it has considered and taken into account all the risks involved.
|
|
3.24. |
Apart from the representations expressly stipulated in sections 4 and 5 below, the Company has not received or depended on any other representations or declarations and it is acquiring the transferred MeaTech shares without any
obligations, declarations, responsibilities and/or representations of any kind from MeaTech and/or the Existing Shareholders of MeaTech, including the status of the transferred shares of MeaTech and/or the obligations and rights attached
to the transferred MeaTech shares or deriving from them and/or concerning MeaTech, its operations, business or position.
|
4. |
MeaTech Declarations
|
|
4.1. |
MeaTech is a private company, which was incorporated in the State of Israel on May 27, 2018.
|
|
4.2. |
MeaTech operates in the food-tech industry, focusing on processes for three-dimensional printing of clean meat, through the use of stem cells, in accordance with and subject to the provisions of any law.
|
|
4.3. |
MeaTech’s operations are intended to be carried out at the MeaTech offices in Ness Ziona. MeaTech is in the process of developing a prototype for 3D printing of clean meat, using stem cells, and MeaTech holds the intellectual property
as set out in Appendix 4.3. Mr. Sharon Pima is the CEO and CTO of MeaTech and serves as its director, while to the best of MeaTech's knowledge, there is no proprietary restriction that
prohibits the products that MeaTech has developed.
|
|
4.4. |
At the time of signing of this Agreement, the registered share capital and issued shares of MeaTech are listed in the attached capital table attached as Appendix 4.4 to this Agreement.
Other than as specified in the capital table attached as Appendix 4.4 to this Agreement, MeaTech has not committed to any undertaking towards any third party, whether in an existing, future
or contingent engagement, to grant, allot or sell shares, and/or other MeaTech securities, or rights to purchase shares and/or other of MeaTech securities.
|
|
4.5. |
The Existing Shareholders of MeaTech hold 100% of the issued share capital of MeaTech.
|
|
4.6. |
MeaTech hereby declares that, subject to compliance with the preconditions set out in section 6 below:
|
|
4.6.1. |
It has the authority to engage in this Agreement;
|
|
4.6.2. |
Its signature on this Agreement and its execution do not conflict with or contradict: (a) any judgment, order, guidelines and/or directive that any court, judicial body or administrative authority imposed on it; (b) any agreement,
undertaking or restriction that the Company is party to;
|
|
4.7. |
MeaTech's financial statements (as defined below) adequately, correctly and accurately reflect MeaTech's business, as well as its equity, assets and liabilities. MeaTech’s financial statements as at December 31, 2019 (“MeaTech’s
Financial Statements”) are formulated according to generally accepted accounting principles in Israel. From June 30, 2019 through to the date of signing of this Agreement, MeaTech's operations were conducted in the ordinary course of
business, and there has been no unusual and/or material transaction and/or material action by the MeaTech that were not reflected in the MeaTech’s Financial Statements.
|
|
4.8. |
Other than as specified in Appendix 4.8, and to the best of MeaTech's knowledge, the Existing Shareholders of MeaTech have no argument or claim against MeaTech and MeaTech has no debt or
obligation towards the Existing Shareholders of MeaTech.
|
|
4.9. |
At the time of signing of this Agreement, MeaTech has completed a capital raising in the amount of NIS 7 million.
|
5. |
Declarations of the Existing Shareholders of MeaTech
|
|
5.1. |
The transfer of the securities of MeaTech held by them to the Company and the fulfillment of its obligations under this Agreement do not conflict with and/or contradict its incorporation documents (if it is a corporation) or any
agreement or understanding to which it is a party.
|
|
5.2. |
In the event that the participating MeaTech shareholder is a corporation, its engagement in this Agreement, the transfer of MeaTech's securities which it holds and owns, to the Company and its compliance with its other obligations
under this Agreement have been duly approved by all its authorized entities and organs.
|
|
5.3. |
It is the legal owner and sole holder of the transferred MeaTech shares as recorded alongside its name in Appendix 5.3, and that they are clear and free of any lien, debt, foreclosure
and/or any other third party right (other than as specified in the articles of association of MeaTech). It has not made any commitment to any third party, whether in an existing, future or contingent engagement, to sell the MeaTech
securities held by it.
|
|
5.4. |
It has not undertaken, granted or given to any person and/or entity (other than the Company) the right to purchase shares or other securities of MeaTech (including the transferred MeaTech securities) and/or any right to receive
securities of MeaTech (including the transferred MeaTech securities) in any other manner, including the right of first refusal, option right, securities convertible to shares and/or any other similar right, which are valid on the date of
signing of this Agreement or that will take effect after the date of signing of the Agreement.
|
|
5.5. |
It consents to the transfer of the transferred MeaTech securities to the Company in accordance with and subject to the provisions of this Agreement. It hereby waives any right of first refusal with respect to the transfer of MeaTech
securities held by it to the Company.
|
|
5.6. |
It is aware that the Founders Shares that will be allotted to it in accordance with the provisions of this Agreement, including the Founders Warrants, are subject to resale restrictions in accordance with the provisions of the
Securities Law and Regulations.
|
|
5.7. |
Other than as set out in this Agreement, there are no agreements, either written or oral, between any of the Existing Shareholders of MeaTech and any holder of shares in the Company, or between holders of MeaTech securities, all or
part of them, between one another, or between them and others, regarding the purchase or sale of securities of the Company or regarding voting rights therein.
|
|
5.8. |
It will acquire the Company's shares without obligations, declarations, guarantees and/or representations of any kind on behalf of the Company regarding the Company's shares, including the status of the Company's shares or the
obligations and rights attached to the Company's shares or arising therefrom and/or regarding the Company, other than that presented in section 3 above.
|
|
5.9. |
Mr. Sharon Pima hereby declares and undertakes that within a period of 24 months from the date of completion of the merger (the “Contractual Lock-up Period”) he will not dispose of the Company's shares allotted to him as part of the
merger transaction to replace his holdings of MeaTech shares. The foregoing undertaking will remain in place until the earliest of the following: a) if the Company or MeaTech is bought out by an unrelated third party, by way of
acquisition or merger under which the Company or MeaTech is not the surviving entity (an “Exit Event”); b) if the Company meets the first milestone it may sell up to 25% of its holdings, also prior to the end of the Contractual Lock-up
Period; c) if the Company meets the second milestone, it will be able to sell up to 25% of its holdings, also prior to the end of the Contractual Lock-up Period; d) if the Company fails to comply with the foregoing two milestones, the
Contractual Lock-up Period will be extended until the date on which the Company does comply with these two milestones; (e) 48 months from the date of completion of the merger. In order to secure this undertaking by Mr. Pima, the foregoing
shares will be held in trust by a trustee appointed by the Company. Notwithstanding the foregoing, the Company authorizes Mr. Pima, through the trustee, to sell the minimum number of shares required for payment of tax liabilities that it
will be required to pay with respect to the merger, should the merger transaction be concluded in a tax deferral track.
|
6. |
Preconditions
|
|
6.1. |
Completion of the merger is contingent upon compliance with all the preconditions set out below:
|
|
6.1.1. |
Approval by the general meeting of the Company's shareholders, pursuant to the provisions of Sections 274 and 275 of the Companies Law, of the Company's engagement in this Agreement and the execution of all its provisions, including
the appointment of directors to be recommended by the Existing Shareholders of MeaTech , approval of the remuneration, terms of employment and terms of office of the directors and officers, as set out in Appendix
6.1.1.
|
|
6.1.2. |
All representations under section 3 above will be materially correct, as at the date of completion, unless MeaTech will waive compliance with this precondition.
|
|
6.1.3. |
All representations under section 5 above will be materially correct, as at the date of completion, unless the Company will waive compliance with this precondition.
|
|
6.1.4. |
Receipt of a decision concerning taxation of the Agreement (pre-rolling) from the Tax Authority, in accordance with the provisions of Chapter E2 of the Income Tax Ordinance, unless the participating Existing Shareholders of MeaTech
have waived this precondition in writing. The Company undertakes to send to MeaTech and/or the Existing Shareholders of MeaTech any information and/or document and/or to sign any document required for the purpose of obtaining such
pre-rolling, and to assist it and carry out the necessary measures for obtaining the pre-rolling.
|
|
6.1.5. |
Section 350 Arrangement / Sale of the Company’s Operations
|
|
6.1.6. |
Approval by the general meeting of the shareholders of MeaTech to execute the transaction.
|
|
6.1.7. |
The amount of cash held by the Company at the closing date of the transaction, less the Company's liabilities (separate), is an amount of at least NIS 1 plus any amount that the Company will raise or will receive as a result of the
exercise of existing options in the Company. The Company may use these funds only in the normal course of business, and all so that they can be used by the merged company.
|
|
6.1.8. |
TASE approval for listing for trading of the Founders Shares and the shares that will result from the Founders Rights.
|
|
6.2. |
If the preconditions are not met within 90 days from the date of signing of this Agreement, MeaTech may terminate this Agreement without any of the parties having cause or claim against any of the parties. It is clarified that any
delay in completing the transaction that is caused due to the demands or requirements of the TASE or the Securities Authority will not be counted.
|
7. |
Transition Period
|
|
7.1. |
During the Transition Period and subject to the provisions of any law applicable to public companies, the Company will not carry out any of the following actions, other than with the consent of the Existing Directors of MeaTech, in
advance and in writing: negotiations, requests for proposals or soliciting proposals for acquisition of control of the Company or for acquisition of operations for the Company’s revenue purposes, transactions outside of the ordinary
course of business.
|
|
7.2. |
During the Transition Period, and subject to the provisions of any law, MeaTech and/or the Existing Shareholders of MeaTech will not carry out any of the following actions, unless with the Company's prior written consent: (a)
distribution of dividends or bonus shares; (b) engage in an agreement for the sale of control of MeaTech.
|
|
7.3. |
MeaTech undertakes to contact all its shareholders and inform them of their eligibility to participate in the Agreement as Existing Shareholders of MeaTech.
|
|
7.4. |
At the time of signing this Agreement, MeaTech will submit to the Company: (a) a draft outline of MeaTech operations; and (b) financial statements, drafted in accordance with IFRS; (the foregoing outline and financial statements will
be called in this Agreement, the “MeaTech Documents”);
|
|
7.5. |
The Company undertakes to prepare and carry out all actions to ensure that notice is given for the purpose of holding a general meeting of the Company no later than by ____________. For convening of such meeting, MeaTech will send the
Company its financial statements as at June 30, 2019 and the outline in a Word file. The Company will act, as quickly as possible, to obtain and prepare all the other documents and materials necessary for issuing such notice.
|
|
7.6. |
The Parties will cooperate with one another to carry out the required actions, as set out in the above provisions of this section.
|
|
7.7. |
In the event that the transaction is completed, the Company will bear the transaction costs incurred by MeaTech.
|
|
7.8. |
Until the date of completion of the merger transaction, the Company will refrain from carrying out any capital raising, issuing of shares and/or warrants, unless with the consent of the board of directors of MeaTech.
|
|
7.9. |
The number of Founders Shares that will actually be allotted to the Existing Shareholders of MeaTech may be revised depending on the following circumstances: the number of Founders Shares and Founders Rights that will be allotted to
MeaTech shareholders, reflects a holding of 68%, partially diluted. If by the date of completion of the merger the Company will allot shares or warrants or RSU or any other instrument (convertible loan, bond or other) that does not derive
from the exercise of existing options of the Company (“Additional Securities”) then, with the agreement of the Parties, the number of Founders Shares and Rights will increase, so that the additional securities or part thereof, as MeaTech
will decide, will be deemed as part of the Company's issued and paid-up share capital, partially diluted, and accordingly, the number of shares and warrants that will be allotted to MeaTech shareholders will be revised in order to reflect
a holding of 68% of the issued and paid-up share capital of the Company, partially diluted. In any case, and in the avoidance of any doubt, the shares and warrants to be allotted to MeaTech shareholders will not cause their holding to
exceed 74.99% of the issued and paid-up share capital of the Company after the transaction.
|
8. |
Closing of the Transaction
|
|
8.1. |
At the transaction closing date, the Parties to the Agreement will convene and carry out all of the following actions, jointly and simultaneously:
|
|
8.1.1. |
The Company will present before MeaTech and before the Existing Shareholders of MeaTech:
|
|
8.1.1.1. |
Minutes of the general meeting resolution as required in accordance with the provisions of section 6.1.1 above;
|
|
8.1.1.2. |
Minutes concerning the appointment of directors whose identities will be decided by MeaTech, as directors of the Company, and that will be effective as of the day following the date of completion;
|
|
8.1.1.3. |
A letter of resignation signed by all the directors in office in the Company on that date, and that are not external directors, with the exception of the directors whose continued term of office will be approved by MeaTech, in which
they announce their resignation as directors of the Company, effective immediately;
|
|
8.1.1.4. |
Confirmation from an executive officer of the Company that all the preconditions as set out in the foregoing sections have been met, unless MeaTech or the existing shareholders of MeaTech, as the case may be, have waived any of the
preconditions as set out above.
|
|
8.1.2. |
MeaTech will hand over to the Company confirmation of the approval of the taxation decision in the Agreement (pre-rolling) as required under section 6.1.4 above, unless the Existing Shareholders of MeaTech have waived the fulfillment
of this precondition.
|
|
8.1.3. |
MeaTech will hand over to the Company confirmation that all the preconditions as set out in sections 6.1.13 above have been met, unless MeaTech or the Existing Shareholders of MeaTech, as the case may be, have waived any of the
preconditions as set out above.
|
|
8.1.4. |
A meeting of the Company's board of directors will convene at which the authorized signatories of the Company will be changed and replaced by the authorized signatories as will be sent to the Company by MeaTech prior to the date of
completion.
|
|
8.1.5. |
The Company will send to MeaTech and the Existing Shareholders of MeaTech signed confirmation that there have been no changes in the representations set out in section 2 above, other than as specified in this confirmation, and that
these are also correct as at the transaction closing date.
|
|
8.1.6. |
MeaTech will send the Company its signed confirmation that there have been no changes in the representations set out in section 4 above, other than as specified in this confirmation, and that these are also correct as at the
transaction closing date.
|
9. |
Completion of the Merger
|
|
9.1. |
The completion of the merger and exchange of shares is conditional on the following:
|
|
9.1.1. |
Compliance with the preconditions;
|
|
9.1.2. |
Obtaining TASE approval for listing of the allotted securities for trading;
|
|
9.2. |
As soon as the preconditions are met, the Company will apply for confirmation from TASE to list the allotted securities for trading;
|
|
9.3. |
At the date of completion of the merger, the Parties to the Agreement will convene and carry out all of the following actions, jointly and simultaneously:
|
|
9.3.1. |
MeaTech and the Existing Shareholders of MeaTech will transfer to the Company 100% of the fully diluted issued share capital of MeaTech. Each of the Existing Shareholders of MeaTech will provide the Company signed deeds of transfer
with respect to the transferred shares.
|
|
9.3.2. |
MeaTech will provide the Company an updated register of shareholders of MeaTech, under which the Company is registered as the sole shareholder of 100% of the fully diluted issued share capital of MeaTech, and duly signed notices to the
Registrar of Companies with regard to the transfer of shares.
|
|
9.3.3. |
The Company will present to MeaTech TASE approval for listing of the allotted securities
|
|
9.3.4. |
The Company will allot the allotted securities to each of the Existing Shareholders of MeaTech and will issue to the Nominee Company a share certificate in respect of the shares to be allotted to each of the Existing Shareholders of
MeaTech.
|
10. |
Miscellaneous
|
|
10.1. |
Each Party undertakes to produce any certificate, to sign any document and to take any action that it is required to produce or perform to give effect to the provisions of this Agreement and its execution.
|
|
10.2. |
This Agreement reflects and expresses all that is agreed between the Parties with regard to the allotted securities and it supersedes any agreement, arrangement, negotiations and talks conducted by the Parties prior to signing.
|
|
10.3. |
It is hereby agreed that none of the parties will transfer, convert, and/or assign, directly and/or indirectly, for consideration or no, any right or liability under this Agreement.
|
|
10.4. |
Each Party will bear the taxes applicable to it under any law in respect of this transaction, if and to the extent applicable.
|
|
10.5. |
Each Party hereby waives any right of set-off and/or lien, unless explicitly provided otherwise in this Agreement.
|
|
10.6. |
Any extension, amendment, addendum and/or other change to this Agreement will be made in writing and will be signed by the Company, MeaTech, and the Existing Shareholders of MeaTech who hold the majority of MeaTech securities, and in
any case will not constitute a precedent for other cases.
|
|
10.7. |
If a Party to this Agreement fails to exercise or delays the exercise of its rights arising from or with respect to this Agreement, this will not be construed as a waiver of these rights or as a notice on its part or as any precedent
whatsoever, both with respect to an event with regard to which such Party had the opportunity to exercise such rights and with regard to any other event, and it will be entitled to exercise its rights arising from this Agreement and/or
with respect thereto and/or lawfully at any time that it deems appropriate.
|
|
10.8. |
Any notice sent by one Party to another to the addresses as set out in the preamble to this Agreement or in Appendix A or to any another address that the other Party has given in writing, will be deemed as received by the Party
addressed three days after dispatch by registered mail, and if delivered by hand - at the time of delivery, and if sent by fax - on the first business day after sending.
|
/s/ Shmuel Levy
/s/ Authorized Representative
|
/s/ Sharon Fima
|
|
Ophectra Real Estate and Investments Ltd.
|
MeaTech Ltd.
|
Name
|
ID / Company No.
|
Address
|
Number of transferred MeaTech shares
|
Number of transferred MeaTech warrants
|
Number of Company shares allotted
|
Number of Company warrants allotted
|
Details of bank account to which the Company's shares will be allotted
|
Signature
|
MeaTech LTD
|
515851152
|
18 Einstein Street, Nes Ziona
|
38,497
|
9,838
|
29,805,506
|
12,418,960
|
-
|
Name
|
ID / Company No.
|
Address
|
Number of shares held in MeaTech
|
Number of warrants held in MeaTech
|
Number of Company shares to be allotted
|
Number of Company warrants to be allotted
|
Details of bank account to which the Company shares will be allotted
|
Signature
|
Sharon Fima
|
3,136
|
0
|
1,933,797
|
805,749
|
||||
Amir Hasidim
|
3,136
|
0
|
1,933,797
|
805,749
|
||||
Omri Schanin
|
3,136
|
0
|
1,933,797
|
805,749
|
Name
|
ID / Company No.
|
Address
|
Number of shares held in MeaTech
|
Number of warrants held in MeaTech
|
Number of Company shares to be allotted
|
Number of Company warrants to be allotted
|
Details of bank account to which the Company shares will be allotted
|
Signature
|
Arik Kaufman
|
3,136
|
0
|
1,933,797
|
805,749
|
||||
Yaron Kaiser
|
3,136
|
0
|
1,933,797
|
805,749
|
||||
Meital Goldman
|
3,136
|
0
|
1,933,797
|
805,749
|
||||
AT Pharma
|
154
|
77
|
142,445
|
59,352
|
||||
Avishai Ben Haim
|
1,013
|
506
|
936,683
|
390,284
|
||||
Eitan Mammon
|
1,013
|
506
|
936,683
|
390,284
|
||||
Eli Nidam
|
1,013
|
506
|
936,683
|
390,284
|
||||
Erez Yosef
|
72
|
36
|
66,598
|
27,749
|
||||
Daniel Lipman
|
72
|
36
|
66,598
|
27,749
|
||||
Liad Grupper
|
1,302
|
651
|
1,204,306
|
501,794
|
||||
Moshe Edri
|
145
|
72
|
133,812
|
55,755
|
||||
Saadia Ozeri
|
1,013
|
506
|
936,683
|
390,284
|
Name
|
ID / Company No.
|
Address
|
Number of shares held in MeaTech
|
Number of warrants held in MeaTech
|
Number of Company shares to be allotted
|
Number of Company warrants to be allotted
|
Details of bank account to which the Company shares will be allotted
|
Signature
|
I.S.T. Trust Ltd.
|
1,447
|
723
|
1,338,118
|
557,549
|
||||
Dudi Nidam
|
289
|
145
|
267,624
|
111,510
|
||||
Daniel (Deborah) Nidam
|
289
|
145
|
267,624
|
111,510
|
||||
Dina Saban
|
579
|
289
|
535,247
|
223,020
|
||||
Kfir Guttman
|
434
|
217
|
401,435
|
167,265
|
||||
Liran Damti
|
3,908
|
1,954
|
3,614,769
|
1,506,154
|
||||
Doron Daum
|
218
|
109
|
201,643
|
84,018
|
||||
Avi Daum
|
144
|
72
|
133,195
|
55,498
|
||||
Sagi Ephraim Abramoff
|
290
|
145
|
268,240
|
111,767
|
||||
Sofia Esther Abramoff
|
290
|
145
|
268,240
|
111,767
|
||||
Gad Avrahamoff
|
1,738
|
869
|
1,607,592
|
669,830
|
Name
|
ID / Company No.
|
Address
|
Number of shares held in MeaTech
|
Number of warrants held in MeaTech
|
Number of Company shares to be allotted
|
Number of Company warrants to be allotted
|
Details of bank account to which the Company shares will be allotted
|
Signature
|
Ben-Zion Zilberfarb
|
1,738
|
869
|
1,607,592
|
669,830
|
||||
Pinchas Pozilov
|
1,738
|
869
|
1,607,592
|
669,830
|
||||
Avi Epstein
|
290
|
145
|
268,240
|
111,767
|
||||
Avi Epstein
|
58
|
29
|
53,648
|
22,353
|
||||
Avraham Hazan
|
434
|
217
|
401,435
|
167,265
|
||||
Total
|
38,497
|
9,838
|
29,805,506
|
12,418,960
|
Section
|
Subject
|
Page No.
|
|
|
|
1.
|
Introduction
|
2
|
2.
|
Public company
|
3
|
3
|
Purpose of the Company
|
3
|
4.
|
Limitation of liability
|
3
|
5.
|
Amendment of the Articles
|
3
|
6.
|
Charitable Contributions
|
3
|
7.
|
Share capital
|
3
|
8.
|
Issuance of shares and other securities
|
3
|
9.
|
Register of shareholders of the Company and issuance of share certificates
|
4
|
10.
|
Transfer of shares of the Company
|
5 |
11.
|
Bearer share certificate
|
6
|
12.
|
Lien on shares
|
6
|
13.
|
Changes to the share capital
|
7 |
14.
|
Powers of the general meeting
|
8
|
15.
|
Notice of a general meeting
|
8
|
16.
|
Discussions at general meetings
|
9 |
17.
|
Shareholders’ voting
|
9
|
18.
|
Appointment of a voting proxy
|
10 |
19.
|
Voting by proxy statement
|
11
|
20.
|
Appointment and termination of service of directors
|
11
|
21.
|
Chairman of the Board of Directors
|
12
|
22.
|
Acts of the directors
|
13
|
23.
|
Validity of acts and approval of transactions
|
13
|
24.
|
General manager
|
14
|
25.
|
Internal auditor
|
14
|
26.
|
Secretary
|
15 |
27.
|
Auditor
|
15
|
28.
|
Distribution and allocation of dividends and bonus shares
|
15
|
29.
|
Dividends and bonus shares
|
15
|
30.
|
Acquisition of the Company’s securities
|
17
|
31.
|
Release of Officeholders
|
17
|
32.
|
Indemnification of Officeholders
|
17
|
33.
|
Insurance of Officeholders
|
19
|
34.
|
Exculpation, Indemnification and Insurance – General
|
19
|
35.
|
Merger
|
19 |
36.
|
Liquidation
|
19 |
37.
|
Restructuring of the Company
|
20
|
38.
|
Notices
|
20
|
1.
|
Introduction
|
|
1.1
|
Each of the terms set forth below shall, in these Articles, bear the meaning set out opposite it:
|
Law -
|
the provisions of any (mandatory) law applying in the State of Israel.
|
|
Administrative Proceeding -
|
a proceeding according to Chapter H-3 (imposition of financial sanctions by the Securities Authority), H-4 (imposition of administrative enforcement measures by the Administrative
Enforcement Commission) or I-1 (conditional arrangement for avoiding the implementation of proceedings or termination of proceedings, which are subject to conditions) of the Securities Law, 5728-1968, as amended from time to time; as well
as any other administrative procedure or other or additional administrative enforcement procedure which by law (whether existing or enacted in the future) may be granted indemnification and/or insurance and/or exculpation in respect of
expenses incurred in connection therewith or payments or liabilities related to or in respect thereof.
|
|
Companies Law -
|
the Companies Law, 5759-1999, or any other provision of Law replacing the same.
|
|
Securities Law,
5728-1968 -
|
the Securities Law, 5728-1968, or any other provision of Law replacing the same.
|
|
Business Day -
|
a day on which most of the banks in Israel are open for transaction of business.
|
|
Writing -
|
printing or any other form of printing words including documents that have been transmitted in writing by fax, cable, telex, e-mail, computer or any other electronic means of communication,
that creates or enables the creation of a copy and/or print-out of the document.
|
|
Securities -
|
as defined in Section 1 of the Securities Law.
|
|
Incompetent -
|
a person declared to be incompetent pursuant to the Legal Capacity and Guardianship Law, 5722-1962.
|
|
Companies Ordinance -
|
the Companies Ordinance (New Version) 5743-1983, or any other provision of Law replacing the same.
|
|
Simple Majority -
|
a majority of more than one half of the votes of the shareholders entitled to vote and who have voted, personally or by proxy or by means of a voting warrant, except for abstentions.
|
|
Articles -
|
the articles of association of the Company as presently framed or duly modified from time to time, either expressly or under any Law.
|
|
Companies Regulations-
|
regulations that have been promulgated by virtue of the Companies Law and/or the Companies Ordinance.
|
|
Securities Regulations -
|
regulations that have been promulgated by virtue of the Securities Law.
|
|
Related Company -
|
a corporation that directly or indirectly controls the Company and/or any other corporation that is, directly or indirectly, controlled by such corporation and/or a corporation that is
controlled, directly or indirectly, by the Company.
|
|
Registered Shareholder-
|
a shareholder registered in the Company’s register of shareholders.
|
|
Unregistered Shareholder-
|
a shareholder who is not registered in the Company’s register of shareholders.
|
|
1.2
|
In these Articles, the reference to any organ or officeholder is to those of the Company.
|
|
1.3
|
In the absence of any other provision on the subject and save where the subject matter or the context is inconsistent, the provisions of Sections 3-10 of the Interpretation Law, 5741-1981,
will, mutatis mutandis, similarly apply to the interpretation of the Articles.
|
|
|
Unless otherwise provided in this clause, words and expressions contained in the Articles shall bear the meaning ascribed thereto in the Companies Law, and in the absence thereof in the
Companies Law, then the meaning ascribed thereto in the Companies Regulations, and in the absence thereof, the meaning ascribed thereto in the Securities Law, and in the absence thereof, the meaning ascribed thereto in the Securities
Regulations, and in the absence thereof, the meaning ascribed thereto in any other Law, save where such meaning is inconsistent with the context in which such word or expression appears, or the purpose of the relevant provision contained in
the Articles.
|
|
|
Reference herein to any provision of Law that has been amended or repealed shall be regarded as valid as if it were part of these Articles, unless such provision is invalidated as a result
of such amendment or repeal.
|
|
|
The provisions hereof are in addition to and do not supersede the provisions prescribed in the Companies Law. In the event of any of the provisions hereof being contrary to that permitted
by Law, such provisions will be interpreted to the extent possible in consistency with such provisions of Law.
Wherever in these Articles it is stipulated that its provisions are subject to the provisions of the law (or any other similar terminology), the reference is to mandatory legal provisions.
|
2.
|
Public company
|
3.
|
Purpose of the Company
|
4.
|
Limitation of liability
|
5.
|
Amendment of the Articles
|
6.
|
Charitable Contributions
|
7.
|
Share capital
|
|
7.1
|
The registered share capital of the Company is 500,000,000 ordinary shares, registered in name, with no par value each (“Share”, “Ordinary Share”, “Shares” or “Ordinary Shares”, as
appropriate). Each Share confers the right to receive notices of and to participate and vote in the general meetings. A shareholder has one vote for every fully paid Share that he holds. All the Shares shall rank pari passu in relation to the amounts of equity paid or credited as paid on account of their par value, in all matters relating to a dividend, the distribution of bonus shares and any other distribution, repurchase and
participation in the distribution of the Company’s surplus assets upon liquidation.
|
|
7.2
|
The provisions of these Articles with respect to shares shall similarly apply to other securities that will be issued by the Company, mutatis mutandis.
|
8.
|
Issuance of Shares and other securities
|
|
8.1
|
No pre-emption right - The existing shareholders of the Company shall have no right of pre-emption, preferential right or any other right to acquire securities of the Company. The
Board of Directors may, at its absolute discretion, first offer securities of the Company to all or some of the existing shareholders.
|
|
8.2
|
Redeemable securities - The Company may issue redeemable securities that confer rights and are subject to terms as shall be determined by the Board of Directors.
|
|
8.3
|
Commissions - The Company may pay a commission to any person (including underwriting fees) in consideration of underwriting, marketing or distribution services of the Company’s
securities, either absolutely or conditionally, on such conditions as will be determined by the Board of Directors. The payments mentioned in this paragraph may be paid in cash or in securities of the Company, or partly in one and partly in
the other.
|
|
8.4
|
The Board of Directors may provide for differences among the holders of the securities of the Company in relation to the terms of allotment of the Company’s securities and the rights
attached thereto and may vary such conditions, including a waiver of part thereof. The Board of Directors may further issue to the securities holders demands for unpaid sums in respect of the securities that they hold.
|
|
8.5
|
Unless otherwise provided by the terms of allotment, any payment on account of a share will first be credited on account of the par value and only thereafter on account of the premium on
any share.
|
|
8.6
|
A shareholder shall not be entitled to his rights as shareholder, including a dividend, unless he has fully paid the amounts under the terms of the issuance, with the addition of interest,
linkage and expenses, if any, and all unless otherwise determined in the terms of the allotment.
|
|
8.7
|
The Board of Directors may forfeit and sell, re-allot or otherwise dispose of any security for which the full amount has not been paid, as they decide, including for no consideration.
|
|
8.8
|
Save for the rights and obligations that are excepted by these Articles or which by Law are granted to or imposed on any former holder of a security, the forfeiture of a security shall
nullify at the time of forfeiture, any right in, or claim or demand against, the Company, in relation to the security.
|
9.
|
Register of shareholders of the Company and issuance of share certificates
|
|
9.1
|
The secretary of the Company, or any person who has been appointed by the Board of Directors of the Company, shall be responsible for maintaining the register of shareholders and the
register of material shareholders. A shareholder shall be entitled to receive from the Company, free of charge, within two months of the allotment or registration of the transfer (unless the terms of issuance state otherwise) one
certificate or a number of certificates as resolved by the Company for all the shares of a certain class that are registered in his name, denoting the number and class (if any) of the shares and any other detail the Board of Directors shall
deem to be important. In the event of a share that is held jointly, the Company shall not be bound to issue more than one certificate to the joint holders, and the delivery of any such certificate to any one of the joint holders shall be
deemed to be delivery to all.
|
|
9.2
|
The Board of Directors may close the registers of the shareholders for up to an aggregate period of 30 days in any year.
|
|
9.3
|
Each certificate shall bear the seal or stamp of the Company or its printed name and the signature of two of the following persons: the general manager, the chief financial officer and the
secretary of the Company; or the signature of any such other person who will have been appointed by the Board of Directors for such purpose.
|
|
9.4
|
The Company is entitled to issue a new certificate in place of a certificate that was issued and lost or defaced or destroyed, on receipt of proof and indemnity as required by the Company,
after payment of any such amount as determined by the Board of Directors. The Company may, pursuant to a resolution of the Board of Directors, replace existing certificates with new ones, without payment, subject to the conditions that will
be determined by the Board of Directors.
|
|
9.5
|
Where two or more persons are registered as joint holders of a share, each of them shall be entitled to acknowledge the receipt of dividend or other payments in respect of the said share,
and such acknowledgement will be binding on all the holders of that share.
|
|
9.6
|
The Company may recognize a trustee as holder of a share and issue a share certificate in the trustee’s name provided the trustee will have given notice of the identity of the beneficiary
of the trust. The Company shall not be bound or required to recognize any equitable or contingent right or a future right or partial right or any other right in respect of any such share, other than the absolute right of the registered
shareholder of each share, unless on the basis of a judicial order or pursuant to the requirements of any Law.
|
10.
|
Transfer of Shares of the Company
|
|
10.1
|
Shares of the Company may be transferred.
|
|
10.2
|
The transfer of Shares that are registered in the Shareholder Register will not be recorded in the name of a registered shareholder, unless an original signed transfer deed (the “Transfer
Deed”) has been submitted to the Company, unless otherwise determined by the Company’s Board of Directors. A Transfer Deed will be drawn up in the following format or in best approximation thereof or in another format approved by the Board
of Directors.
|
|
10.3
|
The transferor will continue to be deemed the holder of the Transferred Shares until the name of the transferee is recorded in the Company’s Shareholder Register.
|
|
10.4
|
The Transfer Deed will be submitted at the registered office of the Company to be recorded, together with the certificates of registration (if issued) of the Shares that are to be
transferred and any other evidence that may be required by the Company regarding the proprietary right of the transferor in the Shares or his right to transfer them.
|
|
10.5
|
A joint shareholder who wishes to transfer his right in the Share but is not in possession of the Share certificate will not be required to attach the Share certificate to the Transfer
Deed, provided that the Transfer Deed specifies that the transferor is not in possession of the Share certificate pertaining to the Share in which the right is being transferred and that the Transferred Share is jointly held by others,
whose details are provided.
|
|
10.6
|
The Company may require the payment of a fee for the recording of the transfer in an amount or at a rate as shall be determined by the Board of Directors from time to time.
|
|
10.7
|
Upon the passing away of the holder of Shares in the Company, the Company shall recognize the custodians or the estate administrator, the executor of the will, or in the absence of these
the legal heirs of the shareholder, as the exclusive parties eligible to the Shares of the shareholders, this after receiving proof of such eligibility, as shall be determined by the Board of Directors.
|
|
10.8
|
If a shareholder who passes away held Shares jointly with others, the Company will recognize the surviving party as the holder of said shares, unless all joint holders of the Share notified
the Company in writing prior to the passing away of any of them of their wish not to apply the provisions of this Article; nevertheless, this will not suffice to exempt the heir of a joint shareholder from any obligation that would have
been required of the joint shareholder had he not passed away.
|
|
10.9
|
A person who acquires a right in Shares in his capacity as custodian, estate administrator, heir of a shareholder, receiver, liquidator or trustee in the bankruptcy of a shareholder or
under another provision of the Law, is entitled, subject to providing proof of his right as shall be required by the Board of Directors, to be registered as the shareholder or to transfer them to another person, subject to the provisions of
the Articles with respect to transfer.
|
|
10.10
|
A person who acquires a right to a Share as a result of its transfer by virtue of Law, shall be entitled to a dividend and to the other rights pertaining to the Share and shall also be
entitled to receive and give receipts for a dividend or other payments made in connection with the Share, but shall not be entitled to receive notices in respect of the Company’s general meetings (to the extent that such right exists), and
to participate or vote therein in connection with that Share or to use any right conferred by the Share, except as stated above, until he is registered in the Shareholder Register.
|
11.
|
Bearer share certificate
|
12.
|
Lien on shares
|
|
12.1
|
The Company shall have a first charge and right of lien on all shares that are not fully paid up and registered in the name of each shareholder and on the proceeds of sale thereof (whether
or not they have matured for payment), in relation to monies which have been demanded or which shall become payable on a fixed date for such share. The Company shall have a first lien on all the shares (other than fully paid up shares)
registered in the name of a shareholder as security for the monies due from him, or his assets, whether solely or jointly with others. Such lien shall also apply to dividends declared from time to time in respect of these shares.
|
|
12.2
|
The Board of Directors may, in order to exercise any such charge or lien, sell the shares that are, in whole or in part, subject to the lien in any manner they may deem fit, but no sale
shall be made until notice in writing is given to such shareholder concerning the Company’s intention to sell the shares and such sums have not been paid within fourteen days of the notice. The net proceeds of any such sale, after payment
of costs of the sale, shall be used to pay the debts or the liabilities of the shareholder and the balance (if any) shall be paid to him.
|
|
12.3
|
If a sale of shares is made in order to enforce a charge or lien by the apparent exercise of the powers conferred above, the Board of Directors is entitled to register them in the
Shareholder Register in the name of the purchaser, and the purchaser shall not be bound to check the legality of the proceedings or the manner in which the proceeds of the sale have been used. After the said shares have been registered in
the Shareholder Register in the purchaser’s name, no person shall have any right to challenge the validity of the sale.
|
13.
|
Changes to the share capital
|
|
13.1
|
Increase of the registered share capital
|
|
13.2
|
Amendment of rights
|
|
13.2.1
|
Whenever the share capital is divided into different classes, the Company shall be entitled, subject to a resolution being passed at the
shareholders’ meeting by simple majority, unless otherwise provided by the terms of issuance of the Shares of the same class, to amend the rights conferred by any class of the Company’s Shares, provided that the written consent of all the
holders of Shares of such class has been obtained or that the resolution was approved in a general meeting of the holders of Shares of such class, by a simple majority or - if otherwise provided in the terms of issuance of a specific class
of Company Shares - as provided in the terms of issuance of such class of Shares. All being subject to the provisions of Section 46B of the Securities Law, which determines that the capital of a company whose shares are listed for trade on
the stock exchange for the first time will comprise a single class of shares.
|
|
13.2.2
|
The rights conferred upon the holders or the owners of a class of Shares, whether issued with ordinary rights or with preference rights or with other special rights, shall not be deemed to
have been amended by the creation or the issuance of other Shares conferring the same rights, or the amendment of the rights attached to existing Shares, unless otherwise provided in the terms of issuance of such Shares.
|
|
13.3
|
Consolidation and re-division of the share capital
|
|
13.3.1
|
To sell all the fractions, and for that purpose to appoint a trustee in whose name the Share certificates that include the fractions will be issued, who will sell them, and the proceeds,
net of commissions and expenses, will be divided among those eligible. The Board of Directors shall be entitled to decide that shareholders that are entitled to proceeds in an amount that is less than a specified sum determined by it, will
not receive proceeds from the sale of the fractions as above, and their share in the proceeds will be divided among the shareholders that are entitled to proceeds in an amount that exceeds the specified sum so determined, in proportion to
the share of the proceeds to which they are entitled;
|
|
13.3.2
|
To issue to each shareholder with respect to which the consolidation and re-division results in a fractional Share, Shares of the class of Shares existing prior to the consolidation, fully
paid, in such number which after consolidation of the fraction will suffice for one whole Share, and such allotment will be considered to be valid shortly before the consolidation;
|
|
13.3.3
|
To determine that shareholders shall not be entitled to receive a consolidated Share in respect of the fraction of a consolidated Share resulting from the consolidation of half or less of
the number of Shares whose consolidation creates one consolidated Share, and shall be entitled to receive a consolidated Share in respect of the fraction of a consolidated Share resulting from the consolidation of more than half of the
number of Shares whose consolidation creates one consolidated Share.
|
|
|
In the event that an action pursuant to paragraphs 13.3.2 or 13.3.3 above requires the allotment of additional Shares, these shall be paid in the manner applicable to the payment of bonus
shares. Consolidation and re-division as above will not be deemed as the amendment of the rights attaching to the Shares to which the consolidation and re-division relate.
|
|
13.4
|
Cancellation of registered share capital that has not been allotted
|
|
13.5
|
Division of share capital
|
14.
|
Powers of the general meeting
|
|
14.1
|
Matters falling within the power of the general meeting
|
|
14.1.1
|
Amendment of the Articles.
|
|
14.1.2
|
The exercise of powers by the Board of Directors, provided the general meeting has determined by simple majority of the votes of the shareholders entitled to vote and who have voted, that
the Board of Directors is constrained from exercising its powers and also that the exercise of any of its powers are essential for the proper management of the Company.
|
|
14.1.3
|
Approve actions and transactions requiring the approval of the general meeting pursuant to the provisions of Sections 255 and 268 to 275 of the Companies Law (provided that there are no
other legal provisions according to which the approval of the general meeting in accordance with such sections is not required).
|
|
14.1.4
|
Any resolution which pursuant to Law or the Articles is to be adopted by resolution of the general meeting.
|
|
14.1.5
|
Any power that is conferred on the general meeting by Law.
|
|
14.2
|
Power of the general meeting to transfer powers among the bodies
|
15.
|
Notice of a general meeting
|
16.
|
Discussion at general meetings
|
|
16.1
|
Quorum
|
|
16.2
|
Adjournment of the general meeting in the absence of a quorum
|
|
16.3
|
Chairman of the general meeting
|
17.
|
Shareholders voting
|
|
17.1
|
Majority – Resolutions at a general meeting shall be adopted by a simple majority, unless another majority is required by Law. The majority will be determined by a count of votes, each
Share conferring one vote upon its holder.
|
|
17.2
|
Ownership confirmation – An Unregistered Shareholder is required to provide to the Company confirmation of ownership at least two business days prior to the date of the general meeting. The
Company is entitled to waive such requirement.
|
|
17.3
|
Voting by an incompetent person – An incompetent person may vote only through a trustee, a natural custodian or another legal custodian. These persons may vote in person or by proxy.
|
|
17.4
|
Voting by joint holders of a Share – In the event that two or more shareholders jointly hold a share, one of them shall vote, whether in person or by proxy. If more than one of the joint
holders wishes to participate in a vote, only the primary joint holder may vote. For this purpose, the primary joint holder will be the person whose name appears first in the Shareholder Register.
|
|
17.5
|
The manner of voting and the counting of the votes will be in accordance with the provisions of the Companies Law. A resolution shall be adopted in a general meeting if it has received the
majority required therefor by Law or the provisions of these Articles.
|
18.
|
Appointment of a voting proxy
|
|
18.1
|
Voting by proxy
|
|
18.2
|
Format of the letter of authorization
|
|
[Address of the Company]
|
Date: _______________
|
|
(*)
|
A registered shareholder may grant a number of proxies, each relating to a different number of the Company’s shares that he holds, provided he shall not grant proxies for a number larger
than that which he holds.
|
|
(**)
|
In the case of a proxy not holding an Israeli I.D., the passport number and the country of issue should be inserted where appropriate.
|
|
18.3
|
Validity of the letter of authorization
|
|
18.4
|
Disqualification of letters of authorization
|
19.
|
Voting by written proxy
|
20.
|
Appointment of directors and termination of service
|
|
20.1
|
Number of Directors – The number of directors of the Company shall be no less than three (3) and no more than eleven (11) (including external directors), unless otherwise resolved by
the general meeting.
|
|
20.2
|
Appointment and Replacement of Directors at the Annual Meeting
|
|
20.2.1
|
The directors shall be elected at every annual meeting and shall serve in office until the end of the following annual meeting, and for as long as no annual meeting has been convened,
unless their office shall be vacated prior to such time in accordance with the provisions of these Articles. The directors who are elected shall take office commencing from the end of the meeting at which they were elected, unless a later
date is specified in the resolution of their appointment.
|
|
20.2.2
|
The general meeting may, at any time by simple majority, dismiss a director, and it may resolve, at that time, to appoint another person in his place. The director whose dismissal is on the
agenda of the meeting shall be given a reasonable opportunity to present his position to the meeting.
|
|
20.2.3
|
At every annual meeting, the directors appointed at the previous annual meeting shall be deemed to have retired from office. A retiring director may be re-elected. Notwithstanding the
foregoing, in the event that no directors were appointed at the annual meeting, the directors currently serving shall continue to do so.
|
|
20.2.4
|
A special meeting of the Company may appoint directors to the Company in place of directors whose office has been terminated and also in any event that the number of the members of the
Board of Directors shall be less than the minimum number specified in the Articles or by the general meeting. In addition, a special meeting of the Company may terminate the tenure of a director subject to the provisions of the Companies
Law.
|
|
20.2.5
|
The provisions of Sections 20.2.1 - 20.2.4 above shall not apply to the appointment and the continuation in office of external directors, in respect of whom the provisions of the Companies
Law shall apply.
|
|
20.2.6
|
Subject to the provisions of Law with regard to the expiration of the tenure of a director, but notwithstanding Section 230 of the Companies Law, the tenure of a director shall not be
terminated except as set forth in this chapter.
|
|
20.3
|
The Appointment of Directors by the Board of Directors – The Board of Directors may appoint an additional director or additional directors to the Company, whether for the purpose of
filling an office which has been vacated for any reason or whether in the capacity of an additional director or additional directors, provided that the number of the directors shall not exceed the maximum number of the members of the Board
of Directors. Each director so appointed shall serve in office until the first annual meeting held after his appointment. These directors may be re-elected by a simple majority of the general meeting, unless their tenure was terminated by
the Board of Directors or by the general meeting.
|
|
20.4
|
Date of Commencement of Tenure as a Director – The elected directors shall take office commencing from the end of the general meeting at which they were elected or on the date of
their appointment by the Board of Directors as stated in Section 20.3 above, as the case may be, unless a later date shall be determined in the resolution regarding their appointment.
|
|
20.5
|
Alternate Director – Subject to the provisions of Law, a director may, from time to time, appoint for himself an alternate director (“Alternate Director”), remove such Alternate
Director, and also appoint another Alternate Director in place of an Alternate Director whose office has been vacated for any reason, whether for a particular meeting or permanently.
|
|
20.6
|
Director’s Proxy – Subject to the provisions of Law, each director and each Alternate Director may appoint a proxy to participate in and to vote, instead of them, at any meeting of
the Board of Directors or of a committee of the Board of Directors. Such an appointment may be general or for the purpose of a single meeting or several meetings. Should a director or an Alternate Director be present at such a meeting, the
proxy may not vote instead of the director who appointed him. Such an appointment shall be in effect in accordance with that stated therein or until the cancellation thereof by the appointer. A director or Alternate Director of the Company
may serve as such a proxy.
|
|
20.7
|
Continuation of the Board of Directors’ activity after termination of the tenure of a director – If the office of a director is vacated, the remaining directors may continue to act
as long as their number has not fallen below the minimum number required in these Articles or by the general meeting. If the number of directors falls below the above number, the remaining directors may act solely to convene a general
meeting of the Company.
|
|
20.8
|
Meetings held by communication and not convened – At a meeting convened by any means of communication, it shall be sufficient if all the directors who are entitled to participate in
the discussion and in the vote can hear one another simultaneously.
The Board of Directors may pass resolutions without actually convening, provided that all the directors who are entitled to participate in the discussion and vote on the matter of the proposed resolution
have agreed not to convene to discuss such matter. Resolutions so passed will be documented in minutes of the resolutions, including the resolution not to convene, and be signed by the Chairman of the Board of Directors. A resolution
passed in accordance with this paragraph shall be valid for all purposes as if it had been passed at a meeting of the Board of Directors, duly convened and held.
|
|
20.9
|
Fees of Board of Directors’ members – Subject to the provisions of the Companies Law, the Company may pay directors remuneration for performing their duties as directors.
|
21.
|
Chairman of the Board of Directors
|
|
21.1
|
Appointment – The Board of Directors shall elect one of its members to serve as Chairman of the Board of Directors and shall, in the resolution of the appointment, determine the
period for which he will hold office. Unless otherwise provided by the resolution of his appointment, the Chairman of the Board of Directors shall hold office until another is appointed in his stead or until his service as Chairman shall be
terminated by the Board of Directors or until he ceases to serve as director, whichever is the earliest. If the Chairman of the Board ceases to serve as a director of the Company, the Board of Directors shall appoint a new Chairman.
|
|
21.2
|
Absence of casting vote – In the event of a tie vote on a resolution of the Board of Directors, the Chairman of the Board or the person who has been appointed to preside over the
meeting shall have no additional vote.
|
22.
|
Acts of the Directors
|
|
22.1
|
Convening of Board of Directors meetings
|
|
22.2
|
Quorum – The quorum for meetings shall be a majority of the members of the Board of Directors, who are not prevented by Law from attending the meeting, or such other quorum as shall
be fixed by the Board of Directors by a majority of its members from time to time.
|
|
22.3
|
Validity of the acts of the directors in case of an incompetent director – Subject to any Law, all the acts that have been done in good faith at a meeting of the Board of Directors
or by a committee of the Board of Directors or by any person acting as director shall be valid notwithstanding if it be susbequently discovered that there was some defect in the appointment of any such director or person so acting or that
they or any of them were disqualified, as if every such person had been duly appointed and was qualified to be a director.
|
|
22.4
|
Committees of the Board of Directors
Subject to the provisions of the Companies Law, the Board of Directors may appoint committees of the Board and may also delegate to such committees any of its powers.
The committees of the Board shall report to the Board on a regular basis its resolutions or recommendations. Resolutions or recommendations of Board committees requiring Board approval shall be submitted to
the directors, a reasonable time before discussion by the Board. The Board of Directors may revoke a resolution of a committee appointed by it, but such revocation shall not affect the validity of any resolution of a committee pursuant
to which the Company shall have acted with respect to any other person who did not know of such revocation.
|
23.
|
Validity of acts and approval of transactions
|
|
23.1
|
Subject to the provisions of any Law, all acts done by the directors or by a committee of the directors or by any person acting as director, or as a member of a committee of the Board, or
by the general manager, as appropriate, shall be effectual even if it is subsequently discovered that there was some defect in the appointment of the Board of Directors, the Board committee, the director being a member of the committee or
the general manager, as applicable, or that any of such officeholders were disqualified from holding office.
|
|
23.2
|
Subject to the provisions of the Companies Law:
|
|
23.2.1
|
No officer shall be disqualified from holding office in the Company by reason of the holding shares of the Company or being an office holder of the Company or of any other corporation,
including a corporation of which the Company is an interested party, or which is a shareholder of the Company. No officeholder shall similarly be disqualified from acting as such in the Company by reason of his entering into or following
the engagement of any such corporation mentioned above in any agreement with the Company on any matter in any manner whatsoever.
|
|
23.2.2
|
The service of a person as officeholder of the Company shall not disqualify him or his relative or another corporation that is an interested party therein from entering into any contract
with the Company in transactions in which the officeholder has a personal interest in any way.
|
|
23.2.3
|
An officeholder shall be entitled to attend and vote at discussions with regard to the approval of transactions or acts in which he has a purported personal interest, as detailed in
paragraphs 23.2.1 and 23.2.2 above.
|
|
23.3
|
Subject to the provisions of the Companies Law, a general notice to the Board of Directors by the officeholder or controlling shareholder of the Company regarding his/its personal interest
in any particular entity, detailing that personal interest, shall constitute sufficient disclosure by the officeholder or controlling shareholder to the Company regarding his/its personal interest, for the purpose of entering into any
transaction with such entity that is not an extraordinary transaction.
|
|
23.4
|
Subject to the provisions of the Companies Law, a transaction between the Company and an officer or a transaction between the Company and another person in which an officer of the Company
has a personal interest, and which are not exceptional transactions, will be approved by the board or directors or by the audit committee or by the chief executive officer of the company or by a vice president of the company, so long as
he/she has no personal interest in the transaction. Such an officer will not approve engagements concerning the terms of office and employment of officers. Such approval can be from one time for a particular transaction and up to a general
approval for a particular type of transactions.
|
24.
|
General Manager
|
|
24.1
|
The Board of Directors may, from time to time, appoint a general manager for the Company and may appoint more than one general manager. The Board may also at any time dismiss or replace the
general manager as it deems fit, subject to the terms of any contract between him and the Company. The general manager shall be responsible for the ongoing management of the Company’s affairs in the framework of the policy that has been set
by the Board, and subject to its directions.
|
|
24.2
|
The general manager shall have all the managerial and executive powers that have been conferred upon him by Law or by these Articles or by any other body of the Company, subject to any Law
and except those powers which have been transferred from him to the Board. The general manager shall be subject to the supervision of the Board of Directors.
|
|
24.3
|
The general manager may, with the approval of the Board, delegate any of his powers to another person who is subordinate to him; such approval may be general and given in advance.
|
|
24.4
|
Without derogating from the provisions of the Companies Law and any Law, the general manager shall submit reports to the Board of Directors on such matters, at such times and to such extent
as shall be determined by the Board, either by specific resolution or in the framework of the Board procedures.
|
|
24.5
|
The general manager will promptly notify the Chairman of the Board of any irregular matter that is material to the Company, and if there is no Chairman of the Board or he is constrained
from fulfilling his duties, the general manager shall give notice thereof to all members of the Board of Directors.
|
|
24.6
|
The general manager may from time to time appoint officeholders of the Company (other than directors and a general manager) for such permanent, temporary and special duties as the general
manager shall deem fit, and may similarly terminate the services of one or more of such persons, at any time.
|
25.
|
Internal auditor
|
|
25.1
|
Where required by law, the Board of Directors of the Company will appoint an internal auditor in accordance with the proposal of the audit committee.
|
|
25.2
|
The Chairman of the Board of Directors will be the supervisor within the Company’s organization over the internal auditor.
|
|
25.3
|
The internal auditor will submit to the audit committee a proposal for the annual or periodic work program, such program to be approved by the audit committee with such changes as it deems
appropriate.
|
26.
|
Secretary
|
27.
|
Auditor
|
|
27.1
|
Subject to the provisions of the Companies Law, the general meeting may appoint an auditor for a period exceeding one year, as will be determined by the general meeting.
|
|
27.2
|
The Board of Directors will determine the remuneration of the Company’s auditor for audit activities as well as for additional non-audit-related services, unless otherwise directed by the
Company in general meeting.
|
28.
|
Distribution and allocation of dividends and bonus shares
|
29.
|
Dividend and bonus shares
|
|
29.1
|
Right to a dividend or bonus shares
|
|
29.2
|
Payment of the dividend
|
|
29.2.1
|
The Board of Directors may, in its discretion, decide that the dividend shall be, fully or partly, paid in cash, or by way of distribution of assets in kind, including securities or
otherwise.
The Board of Directors may, prior to deciding on the distribution of a dividend, set aside any amounts out of retained earnings, as it shall see fit, to a general fund or a reserve fund for
the distribution of a dividend, the distribution of bonus shares or any other purpose, as shall be determined by the Board of Directors in its discretion.
Until use is made of the above funds, the Board of Directors may invest the amounts set aside as above and the monies of the funds in any investment, as it shall see fit, may manage such
investments, may change them, or may use them for any other purpose, and shall be entitled to divide the reserve fund into special funds and to use each fund or a part thereof for the business of the Company, without holding it separately
from other assets of the Company, all in the discretion of the Board of Directors and on such terms as it shall determine.
|
|
29.2.2
|
Manner of payment
|
|
|
Unless otherwise determined in the resolution on the distribution of the dividend, any dividend may be paid net of the tax applicable under any Law, by a check to the payee only, which will
be sent by registered mail to the address of record of the shareholder entitled thereto, or by bank transfer. Any such check will be made to the order of the person to whom it is being sent. A dividend in kind will be distributed as shall
be determined in the distribution resolution.
|
|
|
In the case of registered joint holders, the check shall be sent to the shareholder whose name appears first in the Shareholder Register in relation to the joint holding.
|
|
|
The sending of the check to a person whose name, or in the case of joint holders the name of one of the joint holders, appears in the Shareholder Register on the record date as the holder
of a Share, shall be deemed as a release in connection with all the payments made in respect of that Share.
|
|
|
The Company may decide that checks below a certain amount will not be sent, and the amounts of dividend that would have been payable, as above, shall be deemed as an unclaimed dividend.
|
|
|
The Company may set off from the amount of the dividend to which a shareholder is entitled any debt of the shareholder to the Company, whether it has matured or not.
|
|
29.2.3
|
Unclaimed dividend
|
|
|
The Board of Directors may invest any dividend that is not claimed within one year of its declaration or otherwise use it for the benefit of the Company, until it is claimed. The Company
shall not be required to pay interest or linkage on an unclaimed dividend.
|
|
|
At the end of one year from the date of payment of any unclaimed dividend, the Company shall be entitled to use such unclaimed dividend for any purpose whatsoever and the shareholder who is
entitled to such unclaimed dividend shall not have any claim in this respect.
|
|
29.3
|
Capitalization of earnings to funds and distribution of bonus shares
|
|
29.3.1
|
Funds – The Board of Directors may, in its discretion, set aside into special capital reserves any amount out of the retained earnings of the Company or from the revaluation of its
assets, or its proportionate share in the revaluation of the assets of its affiliates, and determine the purpose of such reserves. The Board of Directors may also cancel such reserves.
|
|
29.3.2
|
Distribution of bonus shares – Subject to the provisions of the Companies Law, the Board of Directors may decide to allot bonus shares and to turn into share capital part of the
Company’s earnings, as defined in Section 302(b) of the Companies Law, from share premium or from any other source within its equity, as stated in its most recent financial statements, in an amount that shall be determined by the Board of
Directors and which will not fall below the par value of the bonus shares.
|
|
|
Bonus shares that have been allotted will be deemed as having been paid-up.
|
|
|
Having decided on the allotment of bonus shares, the Board of Directors shall be entitled to decide that the Company will transfer to a special fund that will be designated for the future
distribution of bonus shares, such amount that, turned into share capital, would be sufficient to allot to any person who, at such time and for any reason, holds a right to purchase Shares in the Company (including a right that may be
exercised only at a later date) the bonus shares to which he would have been entitled had he exercised the right to purchase the Shares shortly before the record date for the eligibility for the bonus Shares (in this Section: the “Record
Date”). In the event that, subsequent to the Record Date, the holder of said right exercises his right to purchase the Shares or a part thereof, the Company will allot him the number and par value of bonus shares to which he would have been
entitled had he exercised his right to purchase the shares that he had purchased in practice, shortly before the Record Date. The bonus shares will entitle their holders to participate in the distribution of dividends starting on the date
that shall be determined by the Board of Directors. For the purpose of determining the amount that is to be transferred to the above special reserve, any amount that has been previously transferred to this reserve in respect of prior
distributions of bonus shares shall be deemed as an amount that has been capitalized and out of which Shares have been allotted that entitle the holders of the right to purchase Shares to receive bonus shares.
|
|
|
For purposes of the distribution of bonus shares, the Board of Directors may settle, as it sees fit, any difficulty that may arise and make adjustments, including the decision not to
distribute fractional Shares, the issuance of certificates for a cumulative amount of fractional Shares, the sale of the fractions and the payment of their consideration to those that are entitled to receive the fractional bonus shares, and
to decide that payments to the shareholders will be made in cash, or that fractions with a value less than a specified amount (and if not specified, less than NIS 50) shall not be taken into account in performing such adjustments.
|
30.
|
Acquisition of the Company’s securities
|
31.
|
Release of officeholders
|
32.
|
Indemnification of officeholders
|
|
32.1
|
The Company may indemnify an officeholder of the Company on account of a liability or expense imposed upon him or which he incurred following an act which he carried out in his capacity as
an officeholder of the Company, as set forth below:
|
|
32.1.1
|
Financial liability that was imposed upon him in favor of another person pursuant to a judgment, including a compromise judgment or an arbitrator’s award approved by a court;
|
|
32.1.2
|
Reasonable litigation expenses, including attorneys’ fees paid by an officeholder following an investigation or proceeding conducted against him by an authority authorized to conduct such
investigation or proceeding, and which ended without the filing of an indictment against him and without any financial obligation being imposed on him as an alternative to a criminal proceeding, or which ended without the filing of an
indictment against him but with the imposition of a financial obligation as an alternative to a criminal proceeding for an offense which does not require proof of mens rea or in connection with a
financial sanction; in this section –
a) The conclusion of a proceeding
without the filing of an indictment in the matter in which a criminal investigation was opened – is treated as the closing of the case under Section 62 of the Criminal Procedure Law [Consolidated Version], 5742-1982 (in this subsection
the “Criminal Procedure Law”), or suspension of proceedings by the Attorney General pursuant to Section 231 of the Criminal Procedure Law.
b) “Monetary Liability as an
Alternative to a Criminal Proceeding” –Monetary liability imposed by Law as an alternative to a criminal proceeding, including an administrative fine under the Administrative Offenses Law, 5746-1985, a fine for an offense defined as a
fineable offense under the provisions of the Criminal Procedure Law, financial sanction or ransom;
|
|
32.1.3
|
Reasonable litigation expenses, including attorneys’ fees paid by the officeholder or which he was required to pay by a court, in a proceeding filed against him by the Company or on its
behalf or by another person, or in criminal charges from which he was acquitted, or in criminal charges in which he was convicted of an offense which does not require proof of mens rea;
|
|
32.1.4
|
A financial obligation imposed on the officeholder for the benefit of all of the parties damaged by the violation of an Administrative Proceeding;
|
|
32.1.5
|
Expenses incurred by an officeholder in connection with an Administrative Proceeding conducted in his regard, including reasonable litigation expenses, and including attorneys’ fees;
|
32.1.6
|
Expenses incurred by an officeholder in connection with a proceeding under the Antitrust Law, 5748-1988 and/or in connection with it (a “Proceeding Under the Antitrust Law”), conducted
regarding him, including reasonable litigation expenses, and attorneys' fees;
|
|
32.1.7
|
Any other liability or expense in respect of which it is permitted or shall be permitted by Law to indemnify an officeholder.
|
|
32.2
|
Indemnification in Advance
The Company may give an undertaking, in advance, to indemnify an officeholder of the Company in respect of any liability or expense as set forth in Section 32.1.1 above, provided that
the advance indemnity undertaking shall be limited to types of events which, in the opinion of the Board of Directors, may be foreseen, in light of the Company’s actual operations at the time of the provision of the indemnity
undertaking, and also to such amount or criterion as the Board of Directors has determined to be reasonable given the circumstances of the matter, and when the indemnity undertaking specifies the events which, in the opinion of the
Board of Directors, may be foreseen, in light of the Company’s actual operations at the time of the provision of the undertaking, and also the amount or criterion as the Board of Directors has determined to be reasonable given the
circumstances of the matter. The Company may also give an undertaking, in advance, to indemnify an officeholder of the Company in respect of any liabilities or expense as set forth in Sections 32.1.1, 32.1.3, 32.1.4, 32.1.5, 32.1.6 and
31.1.7 above.
|
|
32.3
|
Retroactive Indemnification
The Company may indemnify an officeholder of the Company retroactively.
|
|
32.4
|
Maximum indemnity
The maximum indemnity amount payable by the Company to all the officeholders who are entitled to receive indemnity, either in advance or retroactively, according to all the indemnity
letters that the Company will grant to the officeholders (including indemnity letters that it has granted to officeholders of its held companies), if and to the extent it will grant the same in respect of the grounds set out in
paragraphs 32.1.1 - 32.1.7 above, shall not exceed, in the aggregate, the greater of 25% of shareholder equity (as reported in the Company’s last published consolidated financial statements, as of the date of each payment in respect of
the indemnity commitment) and USD 20 million.
|
33.
|
Insurance of officeholders
|
|
33.1
|
The Company may insure officeholders of the Company, to the maximum extent permitted by any Law. Without derogating from the generality of the foregoing, the Company may engage in a
contract to insure the liability of an officeholder of the Company in respect of any liability which shall be imposed on him and/or expenses incurred or to be incurred following an act carried out in his capacity as an officeholder of the
Company, in any one of the following events:
|
|
33.1.1
|
Breach of the duty of care to the Company or to any other person;
|
|
33.1.2
|
Breach of the fiduciary duty to the Company, provided that the officeholder acted in good faith and had reasonable grounds to assume that his act would not adversely affect the Company’s
best interests;
|
|
33.1.3
|
Financial liability imposed upon him in favor of another person;
|
|
33.1.4
|
Financial liability imposed on the officeholder for the benefit of all of the parties damaged by the violation of an Administrative Proceeding;
|
|
33.1.5
|
Expenses incurred or to be incurred by an officer in connection with an Administrative Proceeding, including reasonable litigation expenses, and including attorneys’ fees;
|
33.1.6
|
Expenses incurred or to be incurred in connection with a proceeding under the Antitrust Law, including reasonable litigation expenses, and including attorneys’ fees;
|
|
33.1.7
|
Any other event in respect of which it is permitted and/or shall be permitted by Law to insure the liability of an officeholder.
|
34.
|
Exculpation, Indemnification and Insurance – General
|
|
34.1
|
The provisions set forth above with regard to exculpation, indemnification and insurance are not intended to and shall not restrict the Company in any manner in its engagement in a contract
with regard to the exculpation, insurance or indemnification of the following persons:
|
|
34.1.1
|
Persons who are not officeholders of the Company, including employees, contractors or consultants of the Company, who are not officeholders of the Company;
|
|
34.1.2
|
Officeholders of other companies. The Company may engage in a contract with regard to the exculpation, indemnification and insurance of officeholders of companies under its control,
associated companies or other companies in which it has any interest, to the maximum extent permitted by any Law, and for this purpose, the provisions set forth above in the matter of the exculpation, indemnification and insurance of
officeholders of the Company shall apply, mutatis mutandis.
|
34.1.3
|
In respect of officeholders of the Company – in a situation that such insurance and/or indemnification are not expressly prohibited by any Law.
|
|
34.2
|
It shall be clarified that in this Chapter, an undertaking with regard to the exculpation, indemnification and insurance of officeholders, as stated above, may remain in effect also after
the officeholder has ceased to serve as an officeholder of the Company.
|
35.
|
Merger
|
36.
|
Liquidation
|
|
36.1
|
If the Company is liquidated, whether voluntarily or otherwise, the liquidator may, with the approval of a general meeting, distribute in kind among the shareholders parts of the Company’s
assets, including determining the order of preference for the payment of the accumulated dividend and the return of the paid-up share capital and, subject to a similar approval, may deposit any part of the Company’s assets with trustees on
behalf of the shareholders, as the liquidator, subject to the above approval, shall see fit.
|
|
36.2
|
Subject to special rights attaching to Shares, if Shares are allotted with special rights, the Company’s Shares will rank pari passu in relation to
the amounts of equity paid or credited as paid on account of their par value, in all matters relating to repurchase and participation in the distribution of the Company’s surplus assets upon liquidation.
|
37.
|
Restructuring of the Company
|
|
37.1
|
Upon the sale of assets of the Company, the Board of Directors, or the liquidators (in the event of liquidation), if so authorized by a resolution passed in the Company’s general meeting by
a simple majority, may receive Shares paid in whole or in part, debentures or securities of another company, Israeli or foreign, whether incorporated or about to be incorporated for the purpose of acquiring the assets of the Company or a
part thereof, and the directors (if the Company’s earnings so allow) or the liquidators (in the event of liquidation) may distribute among the shareholders the above Shares or securities or any other assets of the Company without exercising
them or depositing them with trustees on behalf of the shareholders.
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37.2
|
The general meeting may, subject to a resolution passed in the Company’s general meeting by a simple majority, decide on the evaluation of the above securities or assets at such price and
in such manner as shall be decided by the general meeting, and the shareholders will be required to accept any evaluation or distribution authorized as above and to waive their rights in this matter, other than to the extent that the
Company is pending liquidation or is in the process of liquidation, those legal rights (if any) which, pursuant to the provisions of the Law, may not be changed or may not be deviated from.
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38.
|
Notices
|
|
38.1
|
Notices to the shareholders of the company shall be governed by the provisions of Section 15 of these articles.
A notice or any other document may be delivered to every shareholder: to shareholders appearing in the Company’s register of shareholders – either in person or by sending it by registered
mail addressed to the address of such shareholder as recorded in the register of shareholders or to any address of which such shareholder has given notice in writing to the Company as being an address for delivery of notices; or to all
shareholders (including registered shareholders) – by means of publication in two newspapers in Israel, the filing of an immediate report or by publication on the Company’s website, as determined by the Company.
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|
38.2
|
All notices that are to be given to shareholders will be given with respect to shares held jointly, to the person whose name is referred to first in the shareholder register and any notice
given in this manner shall be sufficient notice to such shareholders.
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|
38.3
|
Any notice or other document that has been given or sent to the shareholder pursuant to these Articles shall be deemed to have been duly given and sent with respect to all the shares that
are held by him (whether the shares are held by him alone or by him jointly with others), even if said shareholder passed away at that time, or went bankrupt, or an order was issued for his liquidation, or a trustee or liquidator or a
receiver over his Shares was appointed (whether or not the Company knew about it), until another person is registered in his stead in the register as holder thereof, and such delivery or dispatch shall be deemed to be sufficient if made to
any person having a right in the shares.
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38.4
|
Any notice or other document that has been sent by the Company by mail to an address in Israel shall be deemed to have been delivered within 48 hours of the date on which the letter
containing the notice or the document has been posted, or within 96 hours in the case of an address abroad, and in proving delivery it shall be sufficient to prove that the letter containing the notice or the document was properly addressed
and posted.
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38.5
|
The accidental omission to give notice regarding a general meeting or non-receipt of any notice by a shareholder of any meeting or other notice shall not cause the disqualification of a
resolution adopted at such meeting or of any proceedings based on such notice.
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|
38.6
|
Any shareholder and any member of the Board may waive his right to receive notices or to receive a notice at any particular time and may agree that a general meeting of the Company or
meeting of the Board, as the case may be, shall convene and be held notwithstanding the fact that he has not received any notice thereof or despite the notice not having been received in the time required.
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1. |
The Company hereby undertakes, subject to the provisions of the law and of the Company’s Articles of Association, as follows:
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|
1.1. |
In your capacity as an office holder of the Company, the Company hereby undertakes to indemnify you in advance for any liability and/or expense, as detailed below, that will be imposed on you or that you expend due to actions you took
(including prior to the date of this letter of indemnification), or that you will take, in your capacity as an employee or office holder of the Company or in your capacity as an employee or office holder, at the Company's request, of another
corporation in which the Company holds shares or other rights, directly or indirectly, or in which the Company has an interest (the “Other Company”), as follows:
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|
1.1.1 |
A financial liability imposed on you in favor of another person by court ruling, including a ruling issued as a compromise or arbitration ruling certified by the court, subject to the said financial liability being connected, directly or
indirectly, to one or more of the categories of events, or any of them or anything related to them, that are stipulated in the addendum to this letter of indemnification, which is an integral part thereof, (the “Addendum”), provided that the maximum amount of indemnification does not exceed the amount stated in Section 1.2 below, which was set by the Company's Board of Directors, since it is reasonable under the circumstances;
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|
1.1.2 |
Reasonable legal expenses, including attorneys’ fees, incurred in respect of an investigation or proceedings conducted against you by an authority duly authorized to conduct an investigation or proceeding, and which terminated without an
indictment being served against you and without a financial sanction having been imposed upon you in place of criminal proceeding, or that terminated without an indictment being served against you but with a financial sanction in place of
criminal proceedings for an offense that does not require proof of criminal intent, or in connection with a financial sanction.
In this paragraph - “Termination of proceedings without an indictment in the case for which a criminal investigation had been opened” and “a financial sanction in place of
criminal proceedings” are used in accordance with their respective meanings in Section 260(A)(1a) of the Companies Law as amended from time to time.
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|
1.1.3 |
Reasonable legal expenses, including attorneys’ fees, incurred or charged by a court, in proceedings filed against you by the Company or by the Other Company, or in its name or by another person, or in a criminal indictment of which you
are acquitted, or in a criminal indictment in which you are convicted of an offense that does not require proof of criminal intent.
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|
1.1.4 |
Expenses, including reasonable legal expenses, including attorneys’ fees, expended in respect of proceedings in your case in accordance with Chapter H3, H4, I1 of the Securities Law, 1968 (the “Securities
Law”) and proceedings under Section 4 of Chapter Four of the Ninth Part of the Company’s Law, 1999 (the “Companies Law”) and any similar administrative proceeding that can be indemnified
according to law (“Administrative Proceeding”).
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|
1.1.5 |
Payment to a victim of breach as stated in Section 52(54)(A)(1)(A) of the Securities Law.
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|
1.1.6 |
Liability or other expense permitted in law, including on account of an amendment and/or extension and/or modification of any of the sections detailed above in accordance with the provisions of the law.
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|
1.2 |
The amount of indemnification in respect of Section 1.1.1 above, together with the amounts of indemnification for the cause of action that is the subject of Section 1.1.1 above according to the other letters of indemnification granted or
that will be granted in this matter to office holders of the Company and employees of the Company serving, or who will serve, at the Company’s request as office holders in Other Companies (“Letter of Indemnification Holders”) (in addition to
amounts received from the insurance company, if they are received, in the framework of insurance purchased by the Company) for each office holder of the Company, cumulatively, for one or more of the types of events detailed in the Addendum,
will not exceed the cumulative amount equal to 25% of the Company’s shareholders’ equity according to the financial statements known before the actual payment of indemnification (the “Maximum Indemnification
Amount”).
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|
1.3 |
If and to the extent the total amount of the indemnity that at any time the Company is required to pay for a cause that is the subject of Section 1.1.1, in addition to the total amount of all the indemnity amounts the Company has paid up
to that date under letters of indemnification for the cause that is the subject of Section 1.1.1 above, will exceed the Maximum Indemnification Amount or the balance of the Maximum Indemnification Amount, as applicable, such amount will be
divided between the office holders who were entitled to indemnification, such that the indemnification amount that each said office holder will receive will be calculated based on the pro-rata ratio between the indemnification amount to which
an office holder is entitled and the indemnification amount that each said office holder will be entitled to cumulatively at that date, for these demands. For clarification, to the extent there is a difference between the Maximum
Indemnification Amount set for each holder of a letter of undertaking for indemnification by the Company, on account of their holding letters of undertaking for indemnification having different wording, each of the office holders entitled to
indemnification will be entitled to indemnification in accordance and subject to the Maximum Indemnification Amount stipulated in the letter of indemnification granted him, and it will not be deemed as is stated in Section 1.2 above, and in
this Section 1.3, to be adding to the terms of the other letters of indemnification that the Company granted directors and officers in the past.
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|
1.4 |
Interim payments
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|
1.5. |
Terms of Indemnification
|
|
1.5.1 |
Notice of Indemnification: You will inform the Company of any legal proceedings, including mediation or an investigation by an authority authorized to conduct an investigation or proceeding
that is opened against you, in connection with any event for which indemnification is likely to apply (the “Proceeding”), and of any threat or warning of which you will be informed in writing that a
proceeding will be opened against you, promptly after having been first made aware of the matter, and you will transfer to the Company, or to whom it will inform you, any document that will be sent to you in connection with this proceeding.
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|
1.5.2 |
Handling the defense:
|
|
a. |
The Company will be entitled to take upon itself, by notice that will be sent to you, the handling of your defense against these Proceedings or to give over the said handling to any attorney that the Company will appoint for this purpose
(except for an attorney who will be unacceptable to you for reasonable reasons including conflict of interests, and in such a case the attorney for the case will be determined by the office holder subject to the Company's agreement, which is
obliged to be provided in writing in advance to identify the attorney and the terms of his fees). The Company and/or the attorney will be entitled to act exclusively as part of the aforementioned handling, and will be entitled to bring the
Proceedings to a close, as they shall deem correct, and will send you ongoing reports on progress of the Proceedings and will be in contact with you concerning its handling; the attorney appointed will act and will have a duty of trust to the
Company and to you. Where a conflict of interests will be created between you and the Company in your defense in those Proceedings, the attorney will inform you of such and you will be entitled to take your own attorney within the constraints
enumerated in sub-section 1.5.2 below, and the provisions of this letter of indemnification will apply to the expenses you will incur for the said appointment.
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|
b. |
The Company will not be entitled to terminate the said Proceedings by way of a compromise and/or settlement (within the meaning of the term in Section 54A of the Securities Law, as amended from time to time) (the “Settlement”), in a manner in which, as a result, you will be required to pay amounts that will not be indemnified under this letter of indemnification and that will also not be paid as part of the directors’ and officers’
liability insurance policy purchased and/or that will be purchased by the Company, except with your prior, written agreement to the compromise and/or Settlement that will be reached. Similarly, the Company will not be entitled to bring the
dispute that is the subject of the above Proceedings to a decision by way of mediation or arbitration except with your prior, written agreement, on condition that you do not refuse to grant your agreement except on reasonable grounds that
will be informed to the Company in writing. For the avoidance of doubt it is hereby stipulated that even if the dispute in the Proceedings will be transferred to mediation or arbitration or a Settlement or in any other way, the Company will
be responsible for the related expenses as part of the expenses of this letter of indemnification and subject to the provisions of the law.
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|
c. |
Notwithstanding the foregoing, the Company will not be entitled to terminate the above Proceedings by way of a compromise and/or Settlement and/or to bring the dispute that is the subject of the above Proceedings to a decision through
mediation or conciliation or arbitration in the event of criminal indictments against you, unless you provide your prior, written agreement. You can refuse to give your agreement stated in this sub-section at your sole discretion without
being required to provide reasons for your non-agreement.
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|
d. |
At the Company's request you will sign any document that will authorize any said attorney to handle your defense in your name in those Proceedings and to represent you in all related matters, in accordance with the foregoing. After the
Company will have informed you that it intends to manage the defense on its own, as stated, the Company will not be liable to you under this letter of indemnification for any legal expenses, including attorneys’ fees expended by you for the
defense thereafter.
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|
e. |
If the Company will not inform you within 14 days from the date of receipt of the indemnification notice as stated above that it will assume responsibility for your defense in the said Proceedings, or if you object to being represented by
the Company’s attorneys on reasonable grounds or out of concern for a conflict of interests, you will be entitled to appoint your own attorney (the “Other Attorney”), subject to the fees to be paid to the Other Attorney requiring prior
authorization by the Company. If the Company does not approve the entire amount of fees requested, and the office holder decides not to dispense with the services of the Other Attorney, the office holder will be entitled, if he so wishes, to
receive from the Company the amount of fees approved, and the balance can be paid by the office holder on his own..
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|
f. |
It should be noted that if the Company and/or the office holder will likely be entitled to indemnification as part of the officers’ insurance, in respect of the Proceedings, and an attorney will be appointed as stated above, taking into
account the insurer’s right to determine the identity of the attorney who will represent the office holder in the Proceedings, and the obligations of the Company in this matter under the above insurance, especially if according to the terms
of the insurance the insurer is entitled to determine the identity of the attorney who will represent the lawyer in the Proceedings, such that otherwise the insurer will have to be released from its obligation to indemnification or to reduce
it. In any event, the Company will make its best efforts, as part of the terms of the insurance and subject to them, to influence the choice of attorney in accordance with the office holder’s wishes.
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|
1.5.3 |
Cooperation with the Company:
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|
1.5.4 |
Coverage of Liabilities:
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|
1.5.5 |
Non-application of indemnification in cases of compromise, arbitration, admission and Settlement:
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|
1.5.6 |
Non-applicability of indemnification in cases of indemnification or insurance from a third party:
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|
1.5.7 |
If you request to make any payment in respect of any event under this letter, the Company will take all the actions required by law to pay it, and will act to arrange every approval required in this regard, if required, including
authorization of the court, if required.
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|
1.6. |
Period of indemnification:
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|
1.7 |
Exceptions
|
|
a. |
Breach of the duty of trust towards the Company or to the Other Company, unless the office holder acted in good faith and had had a reasonable basis to assume that the action would not harm the interests of the Company or the Other
Company.
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|
b. |
Breach of the duty of care carried out deliberately or in undue haste, except if carried out solely in negligence.
|
|
c. |
Action with the intention to obtain personal, unlawful profit.
|
|
d. |
A penalty, civil fine, financial sanction or indemnity, if imposed on the office holder, except expenses for the said sanction, as detailed in Section 1.1 above.
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|
e. |
Proceedings undertaken in the case of the office holder. “Proceedings” for the purposes of this section in accordance with Chapter H3, H4, I1 of the Securities Law and proceedings under Section 4 of Chapter Four of the Ninth Part of the
Company’s Law, except expenses for these Proceedings, as detailed in Section 1.1 above.
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|
1.8 |
Refund of amounts:
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|
1.8 |
In this letter of indemnification-
|
“office holder” -
|
Aaccording to its meaning in the Companies Law, 1999 (the “Companies Law”), including an office holder who serves or is employed on behalf of the
Company in another company, including the controller, legal counsel and corporate secretary.
|
“Action”
or any other derivative of it -
|
Including the decision and/or omission (or any derivative thereof) in respect of and including your actions prior to the date of the letter of indemnification in the period of your tenure as
an office holder of the Company.
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|
1.9 |
The Company’s undertakings under this letter of indemnification will be broadly interpreted in order to fulfill them, as is permitted by law, for the purposes for which it was intended. In the event of a contradiction between any
provision of this letter of indemnification and a provision of the law that is not conditional, cannot be changed or added to, the said provision of the law will take precedence, but this will not impair or derogate from the validity of the
rest of the provisions of this letter of indemnification.
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|
1.10 |
It is emphasized that this undertaking to indemnify is not a contract in favor of any third party including any insurer and is not subject to assignment, and no insurer will be entitled to demand the participation of the Company in a
payment for which the insurer is liable under the insurance agreement drawn up with it, excepting the deductible specified in the aforesaid agreement.
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|
1.11 |
Nothing in this letter of indemnification will limit the Company or prevent it from increasing the Maximum Indemnification Amount for indemnifiable events, whether because the insurance amounts under the directors’ and officers’ liability
insurance policy will be reduced, whether because the Company cannot obtain directors’ and officers’ insurance that will cover the indemnifiable events on reasonable terms, or whether for any other reason, on condition that the said decision
will be taken in the manner stipulated in the Companies Law. Similarly, nothing herein will limit the Company from granting indemnification or an undertaking to indemnify its employees who do not serve as office holders (as defined above) in
the Company or in the Other Company.
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|
1.12 |
The Company will be entitled in its sole discretion and at any time to cancel its undertakings of indemnification under this letter of indemnification, or to reduce the Maximum Indemnification Amount in it, or to reduce the types of events
to which it applies, whether in respect of every office holder or some of them, if it refers to events that occur after the date of the change, subject to the office holder having being given prior, written notice of its intention, at least
30 days prior to the date its decision will become effective. For the avoidance of doubt it is hereby stipulated that every such decision that will worsen the terms of this letter of indemnification or cancel it, will not apply retroactively
in any way and the letter of indemnification and Exemption prior to the change or its cancellation, as applicable, will continue to apply and to be valid in all matters related to any event that occurred prior to the change or cancellation,
even if the proceedings in question were filed against the office holder after the change or cancellation of the letter of indemnification and Exemption, subject to the law. For the sake of clarification, an amendment or change to the letter
of indemnification, as stated, will not be considered worsening of terms of employment where there exists employee - employer relationship between the office holder and the Company, without this determination constituting a statement or
interpretation in respect of the existence of the said employee - employer relations.
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|
1.13 |
No waiver, delay, refraining from action or providing an extension by the Company or by you will under any circumstances be interpreted as a waiver of its rights under this letter of indemnification and in law, and will not prevent the
Company or you from taking any legal or other steps required to exercise its said rights.
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|
1.14 |
This letter of indemnification is subject to the provisions of the Companies Law.
|
|
1.15 |
This letter of indemnification does not derogate from the Company’s right to decide upon indemnification retroactively, in accordance with the provisions of the law.
|
|
1.16 |
The Addendum to this letter of indemnification is an integral part thereof.
|
|
1.17 |
This letter of indemnification will become effective with your signature on the copy hereof in the place indicated, and with provision of the signed copy to the Company. It is hereby agreed that if you received a previous undertaking from
the Company for indemnification, your agreement to receive this letter of indemnification represents your irrevocable agreement to cancel the previous undertaking. With respect to this matter it is clarified that with your signature on this
letter of indemnification, any statement/s of undertaking of indemnification provided to you prior to provision of this letter of indemnification will be cancelled and in its/their place this letter of indemnification will come into effect.
It is emphasized that this letter of indemnification is the full letter of indemnification between the Company and you with respect to the matters and issues discussed herein, and it replaces and cancels any representation, memorandum,
proposals, meeting summaries, letters of intent and/or of undertaking and/or any other document that existed or were exchanged between the parties, whether in writing or orally, on the matters and issues stated between the Company and you,
prior to your signature of this letter of indemnification.
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|
1.18 |
The law that applies to this letter of indemnification is Israeli law and the competent court in Tel-Aviv has exclusive jurisdiction to rule on disputes that arise from implementation of this letter of indemnification.
|
|
1.19 |
The terms in this letter of indemnification will be interpreted in accordance with the Company’s Articles of Association, the Companies Law and the Securities Law, as applicable. The Addendum to this letter of indemnification is an
integral part thereof.
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|
_________________________________
_________________ Ltd.
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|
|
____________________
Date: _____________
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|
|
1. |
Transaction or action according to their meaning in Section 1 of the Companies Law whether as part of the Company’s normal course of business or not as part of the Company’s normal course of business and/or of the Company’s subsidiaries
and/or associated companies, including a transaction with an interested party, negotiations to enter into a transaction, due diligence (including non-occurrence), a transfer, sale, lease, rental, purchase or pledging of assets or undertakings
(including securities), receipt and grant of credit and provision or receipt of collateral including entering into financing agreements with banks and any action or act of discretion involved directly or indirectly to the said transaction or
action, whether if the said transactions and/or actions will be completed or not completed for whatsoever reason.
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|
2. |
Proposal, offering and buy-back of securities by the Company (including the offering of securities that did not come about) or by a subsidiary or associated company (the “Company”) or by the
Company's shareholders, in Israel and abroad, including, but without derogating from the generality of the foregoing, a public offering of securities under a prospectus or by another way, a private offering, offering of bonus shares or
offering of securities by any other way.
|
|
3. |
Event arising from the Company being a public company or arising from its shares having been offered to the public or arising from its shares being traded on a stock exchange in Israel or abroad.
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|
4. |
Claim or demand in connection with matters requiring disclosure in a prospectus, including any draft in which disclosure was not made as required by law.
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|
5. |
Events related to the Company making investments in projects in Israel and abroad including through any companies, before, during and after making the investment, during the contractual relationship, signing, development and monitoring,
including actions carried out in the Company’s name as a director, officer, employee or an observer of the Board of Directors of the company in which it is carried out.
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|
6. |
Actions related to the issuance of licenses and permits, including but without derogating from the generality of the foregoing, approvals and/or exemptions related to planning and construction, environmental quality, business licensing,
consumer protection, protection of privacy and other actions related to the Company's projects in the area of real estate.
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|
7. |
Transfer, sale or participation in tenders for various projects or the purchase of assets or liabilities, including securities or rights or receipt of a right in each of these, including a purchase offer of any sort or merger of the
Company with another entity, and another transaction in securities the Company has issued, in all cases, whether or not the Company is a party to the transaction.
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|
8. |
Action related directly or indirectly to employee - employer relations in the Company and with the Company's trade relations, including with employees, outside contractors, customers, suppliers and service providers, negotiations,
contracting and carrying out personal and collective labor agreements, benefits for employees, including the allotment of securities to employees and processes related to action or decision in the area of safety at work and/or work
conditions.
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|
9. |
Action related to reports or notices submitted by the Company and/or by companies controlled by the Company, according to law, including and without derogating from the generality of the foregoing, the Companies Law, the Securities Law,
including regulations promulgated from them, or according to rules or guidelines usual on a stock exchange in Israel or abroad or according to the taxation laws and laws governing labor relations that apply to the Company.
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|
10. |
Transfer of knowledge required or permitted to be transferred under law or to companies that have a interest in the Company.
|
|
11. |
Any action related to the financial statements including adoption of financial statements standards, preparation and signing of the Company’s and its subsidiaries’ financial statements, consolidated and separate, as applicable, and
approvals and in relation to programs and treatment of the financial statements.
|
|
12. |
Any action and/or decision concerning a distribution, within the meaning of the Companies Law, including a distribution by court approval, including purchase of the Company’s shares on condition that indemnification for the said action is
permitted by law as well as any claim or demand related with the distribution of dividends to the Company's shareholders.
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|
13. |
Change of the Company’s structure or its reorganization or any decision related to these, including but without derogating from the generality of the foregoing, a merger, split, change in the Company’s equity, setting up subsidiaries,
their liquidation or sale, allocation or distribution.
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|
14. |
Amendments, changes and formulation of settlements between the Company and shareholders, debenture holders, banks and/or the Company’s creditors or of companies held by it, including amendments to deeds of trust and debentures and
settlement documents in general.
|
|
15. |
Any event and/or any action for which it is possible to indemnify under the Securities Law.
|
|
16. |
Any transaction or action related directly or indirectly to matters concerning anti-trust including cartels, mergers and monopolies.
|
|
17. |
Remarks, utterances including the expression of position or an opinion made in good faith by the office holder during and in the capacity of his position, including in negotiations and contracting with suppliers or customers, including in
management, Board or Board committee meetings, including by means of communication.
|
|
18. |
Action in contradiction to the Company’s documents of incorporation.
|
|
19. |
Any claim or demand filed by a third party who suffers from a physical malady, personal harm or damage to property, including damage arising from storage including a commercial breach during any action or omission attributed to the
Company, or in conjunction with its employees, agents or other persons acting or claiming to act on behalf of the Company, whether the harm arises from an event arising from an accident or damage arising from a gradual, cumulative process.
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|
20. |
Any action or mistake in drawing up insurance arrangements and/or risk management, including any claim or demand related to an alleged act or omission that is claimed to have resulted in not drawing up proper insurance arrangements and any
matter related to negotiations concerning insurance documents, contracting in insurance documents, terms of insurance policies and activating them.
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|
21. |
Any event related to environmental quality and/or handling of hazardous materials.
|
|
22. |
Formulation of work programs, including costing, marketing, distribution, instructions or absence of guidelines for employees, customers, suppliers and joint ventures with competitors or with any third parties.
|
|
23. |
Actions related to the Consumer Protection Law, 1981, and/or orders and/or regulations derived from it, and any other law of a consumer nature and secondary legislation that will apply as a result and/or and any foreign law in this field.
|
|
24. |
Any administrative, public or judicial action, orders, court ruling, claims, demands, letters of demand, guidelines, claims, investigations, proceedings (including administrative enforcement proceedings) or notices of non-compliance or
violation of an action of a governmental authority or other body, in Israel or abroad, that claim non-fulfillment of a provision of a law, regulation, order, ordinance, rule, custom, instruction, licensing, guideline, policy and/or ruling by
the Company and/or its office holders.
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|
25. |
Provision of information, representations, expert opinions, reports, notice and filing of an application to the state authorities and other authorities, including to any competent authority under law in Israel or abroad, including but
without derogating from the generality of the foregoing, the Companies Law, 1999, including its regulations and/or that will be promulgated under its authority, as part of tenders or in accordance with the provisions of the taxation laws
that apply and/or will apply to the Company and the documentation required by law.
|
|
26. |
Any claim and/or demand with respect to non-disclosure or a failure of disclosure to provide any type of information at the time required in accordance with the law, or a contract, and/or in connection with an incomplete, misleading or
incorrect disclosure of information, to third parties including to the Company’s securities holders and/or forced holders of securities, including in connection with an offering, allocation, distribution, purchase, possession and/or a right
to the Company’s securities and/or any other investment actions involved and/or impacted by the Company’s securities and including the case of merging the Company with another company, and to the tax authorities, national insurance, the
Investment Center, the Ministry for Environmental Protection, local authorities and any governmental, institutional and/or trade union party or other.
|
|
27. |
Actions related to the Company’s intellectual property and its protection, including registration and/or enforcement of intellectual property rights and protection in related claims, a breach carried out or alleged to have been carried
out, or misuse of intellectual property rights of a third party, including but not limited to patents, replicas, trademarks, copyrights and those of a similar nature.
|
|
28. |
Management of the Company’s investments portfolio and management of bank accounts where the Company operates and takes actions, or their derivatives, including in everything related to foreign currency (including foreign currency
deposits), securities (including reverse sales transaction in securities and borrowing and lending securities), loans and credit facilities, charge cards, bank guarantees, letters of credit, consulting agreements in investments, including
with portfolio managers, hedging transactions, options, futures contracts, derivatives swap transactions etc.
|
|
29. |
Events and actions related to investments the Company makes in various companies, before or after making an investment, including the need to contract in a transaction, its implementation, development, monitoring and supervision.
|
|
30. |
Proceedings connected to decisions and/or actions related to the Privacy Protection Law, 1981 and/or orders and/or regulations arising therefrom.
|
|
31. |
Violation of the provisions of any agreement to which the Company is a party, whether if actually carried out or if alleged to have been carried out.
|
|
32. |
Action related to the Company’s tax liability and/or of a subsidiary and/or of one of their shareholders.
|
|
33. |
Any claim and/or demand filed directly or indirectly in connection with a failure, in whole or in part, by the Company and/or by office holders, managers and/or employees of the Company, in everything related to payment, reporting and/or
documentation, to of one of the state’s authorities, a foreign authority, a municipal authority and/or any other payment required under a law of the State of Israel, including payments of income tax, sales tax, betterment tax, transfer taxes,
excise, added value tax, stamp tax, customs duty, national insurance, salaries and/or delaying salary to employees and/or other delays, including any sort of interest and increment for linkage.
|
|
34. |
Any action related to a vote in a subsidiary, and in a held companies and in companies in which the Company has any holdings whatsoever.
|
|
35. |
Any claim or demand filed by a lender, creditor or someone who claims to be a lender or creditor, in respect of monies loaned by them and/or debts of the Company to them.
|
|
36. |
Any action related directly or indirectly to legal, accounting or economic matters, including providing advice, expert opinions, checks, due diligence, audits, internal reports and audits, in respect of the Company and any companies,
whether in writing or verbally, including the preparation of expert opinions, reports or documents submitted to any competent bodies of the Company including the company’s Board of Directors and its committees or to the Company’s Management.
|
|
37. |
Actions related to the Company making investments in any companies, in Israel and abroad, including through any companies, before, during and after making the investment, including during the contractual relationship, signing, management
and monitoring, including actions carried out in the Company’s name as a director, officer, employee or an observer of the Board of Directors of the company in which it is carried out.
|
|
38. |
Any event or action that is indemnifiable, directly or indirectly, in accordance with the Streamlining of Enforcement at the Securities Authority (Legislative Amendments) Law, 2011.
|
Between:
|
____________________ Ltd.
|
Company No. _____________
|
|
________________
|
|
(the “Company”)
|
And:
|
Officer
|
_________________
|
|
_________________
|
|
(“Officer”)
|
Whereas: |
The Company has decided, after having received all the authorizations of the Company’s organs required by law and by the Company's Articles of Association at the time
of issuance of this letter, to grant its Office Holders, within the meaning of this term in Section 1 of the Companies Law, 1999 (“Office Holder” and “the Law”, respectively), exemption from responsibility on account of breach of the duty of
care towards it, in respect of fulfilling their positions in the Company and/or in its subsidiaries, associate companies and other bodies in which the Company is commercially involved (the “Integrated Companies”), including tenure on behalf of the Company as an Officer in an Integrated Company, in the widest sense permitted according to the provisions of the law and the
Company's Articles of Association at the time of the grant of this letter, as stipulated below in this letter.
|
Whereas: |
You serve or will commence to serve as an Office Holder in the Company and/or in an Integrated Company;
|
And Whereas: |
The Company wishes to grant you exemption from responsibility for breach of the duty of care towards it in connection with carrying out your position in the Company
and/or in Integrated Companies, in the widest sense permitted according to the provisions of the law and the Company's Articles of Association at the time of the grant of this letter, as stipulated below in this Agreement.
|
1. |
Preamble, headings and definitions
|
|
1.1 |
The Preamble to this Agreement is an integral part thereof.
|
|
1.2 |
The section headings in this Agreement are intended for convenience purposes and cannot be ascribed any meaning in order to interpret this Agreement and/or any of its
provisions.
|
|
1.3 |
Terms in this Agreement that are not defined in it will have the interpretation and meaning ascribed to them in the Law, unless the context shall require otherwise.
|
|
1.4 |
This document is drawn up in the masculine, however it is intended to refer to both genders.
|
2. |
Exemption from responsibility on account of breach of the duty of care towards the Company
|
|
2.1 |
The Company hereby exempts you from any responsibility towards it for damage caused to it and/or to a subsidiary and/or an associated company, and/or that will be
caused to it and/or to a subsidiary and/or an associated company, directly or indirectly, on account of your breach of the duty of care towards it in your capacity as an officer and/or employee of the Company, or on account of any other
breach for which the law permits the Company to exempt an officer, subject to their having acted in good faith.
|
|
2.2 |
The Company does not exempt you from responsibility towards it for breach of the duty of trust, except for breach of duty of trust in good faith in the event that you
had a reasonable basis to assume the action would not harm the Company or its subsidiary.
|
|
2.3 |
Notwithstanding the foregoing, the exemption from responsibility will not be valid for any of the following:
|
|
2.3.1 |
Breach of the duty of care in respect of a distribution.
|
|
2.3.2 |
Breach of the duty of care carried out deliberately or in undue haste, except if carried out solely in negligence.
|
|
2.3.3 |
Action with the intention to obtain personal, unlawful profit.
|
|
2.3.4 |
A penalty, civil fine, financial sanction or indemnity, if imposed upon you.
|
|
2.3.5 |
Breach of the duty of care in a resolution or transaction in which the controlling shareholder or any officer of the Company (including another officer than the one for
whom the letter of exemption was granted) has a personal interest.
|
|
2.4 |
Exemption from responsibility on account of breach of the duty of care as stated above will also not apply to any “counter claim” proceedings and/or a case of a “third
party declaration” of the Company against you as a response or follow-up to an action by you against the Company, except if your action is intended to ensure protective rights in labor law whose source is in law and/or in a personal
employment agreement between you and the Company.
|
|
2.5 |
Nothing stated in this letter of exemption will derogate from any right you may have under an indemnification agreement and/or insurance policy taken out in your favor.
|
3. |
Interpretation of the Agreement
|
|
3.1 |
Nothing in this Exemption Agreement will limit the Company in any way in anything related to the provision of indemnification or the purchase of insurance and/or the
grant of another or additional exemption as shall be permitted from time to time in law, subject to said resolution being passed in the manner stipulated in the Companies law.
|
|
3.2 |
The Company’s undertakings under this Agreement will be broadly interpreted in order to fulfill them, as is permitted under law, for the purposes for which it was
intended. In the event of a contradiction between any provision of this Agreement and a provision of the law that is not conditional, the said provision of the law will take precedence, but this will not impair or derogate from the validity
of the rest of the provisions of this Agreement.
|
|
3.3 |
Exemption from responsibility under this Agreement will be valid both in respect of proceedings taken against you during your employment or tenure and in respect of
proceedings taken against you after the termination of your employment or tenure, on condition that they relate to actions carried out by you in your capacity as, and at the time you served as, an Officer of the Company and/or a subsidiary
and/or associated company and/or an Integrated Company.
|
|
3.4 |
The Exemption under this Agreement will apply to your legal heirs, including your estate.
|
|
3.5 |
In the event that you serve or will serve as a director in the Company and/or an Integrated Company, the exemption under this Agreement will apply to alternate
directors legally appointed by you.
|
4. |
Miscellaneous
|
|
4.1 |
This Agreement expresses the full agreement between the parties with respect to the matters and issues discussed herein, and it replaces and cancels any representation,
memorandum, proposals, meeting summaries, letters of intent and/or of undertaking, agreement, and any other document that existed or was exchanged between the parties (whether in writing or orally) on the matters and issues stated herein,
prior to signature of this Agreement.
|
|
4.2 |
This Agreement does not represent a contract in favor of a third party and cannot be assigned, except as explicitly stated herein.
|
|
4.3 |
Any change or addition to this Agreement can only be made and be valid if drawn up in writing and signed by both the parties.
|
|
4.4 |
No waiver, delay, refraining from action or providing an extension to the parties by a party to this Agreement will under any circumstances be interpreted as a waiver
of its rights under this Agreement and under law, and will not prevent the said party from taking any other legal steps required to exercise its said rights.
|
|
4.5 |
The competent courts of Tel-Aviv will have exclusive jurisdiction in all matters related to this Agreement.
|
|
4.6 |
The addresses of the parties for the purpose of this Agreement are as stated in the Preamble to this Agreement or any other address or fax number in Israel of either of
the parties, of which it will inform the other party in writing . Any notice of any of the parties in respect of this Agreement will be sent to the recipient in person or by registered mail to its address as stated above or to its fax number
and will be deemed as received by the recipient on the day of its personal delivery, or at the end of 4 days after being sent by registered mail or on the first business day after being sent by fax (subject to provision of confirmation that
it was sent by fax) as stated above, all as applicable, except a notice of change of address, which will be deemed delivered upon its actual delivery.
|
________________________
____________________ Ltd
|
___________________
Officer
|
|
1. |
Africa Israel Properties Ltd., Company No. 51-056018-8 (25.3%)
|
|
2. |
Af-Sar Ltd., Company No. 51-079961-2 (34.7%)
|
|
3. |
The Weizmann Institute of Science, Company No. 52-001685-8 (“the Institute”) (40%)
|
Whereas |
The Lessor has rights in the leasehold as defined below, according to which it is entitled to lease the leasehold; and
|
Whereas |
The Lessee wishes to lease the leasehold from the Lessor in an unprotected lease; and
|
Whereas |
The Lessor agrees to lease the leasehold to the Lessee in an unprotected lease, all subject to and in accordance with all of the provisions of this Agreement; and
|
Whereas |
The parties wish to define, settle and set out their rights and obligations with respect to the lease of the leasehold in writing, all as set out in this unprotected lease agreement below, including all of its appendices;
|
1. |
The above preamble constitutes an integral part of this Agreement.
|
2. |
Interpretation
|
|
2.1. |
The following expressions will have the meaning alongside them, i.e.:
|
“The Park”
|
An area of land in Nes Ziona known as “Kiryat Weizmann Scientific Park”
|
“The Building”
|
The building in the Park that contains/will contain the leasehold, as set out in the Addendum and as outlined in red on Appendix ”B”.
|
“The Leasehold”
|
Part of the Building, including all of its sections marked in green in Appendix “C” and as set out in the Addendum.
|
“Area of the Leasehold”
|
As set out in the Addendum.
|
“Public Areas”
|
Unless stated otherwise, all areas in the Building, including all the structures, additions and modification added thereto from time to time, as well as roofs, basements, passageways,
entrances, exits, service areas and rooms and/or service corridors, technical areas such as electricity, air-conditioning and systems rooms, unloading and loading areas, elevators, stairs and any other area within the Building intended to be
used and/or actually used by the general public as well as protected spaces, all excluding the leasable and/or saleable areas.
|
“The Addendum”
|
The Addendum to this Agreement marked as Appendix “A”.
|
“Control”
|
Holding of at least 51% of the shares and rights of any kind of a company, including the right to appoint at least 51% of the directors and the right to appoint the CEO.
|
|
2.2. |
It is agreed between the parties that any change made to this Agreement by the parties in respect of the description of the Leasehold, the lease term, the rent and payment method, or any other matter, may be made and will be valid only if
prepared in writing and signed by all parties to this Agreement.
|
|
2.3. |
The section headings of this Agreement are not an integral part of the Agreement and are not to be used for interpretation thereof.
|
|
2.4. |
The appendices to this Agreement are an integral part thereof.
|
|
2.5. |
The provisions of this Agreement exclusively exhaust the entire agreement between the parties and no negotiations preceding or simultaneously to signing it, and no declarations, representations, undertakings or agreements preceding signing
it or that were a condition to signing of this Agreement shall be taken into account, and they are all hereby null and void. Verbal declarations and notices of directors, secretaries and employees of the Lessor do not bind the Lessor, and the
Lessor will be bound only by a document duly signed by its authorized signatories.
|
|
2.6. |
If the Lessee includes several units, they will be liable jointly and severally for all of its obligations under this Agreement and under all documents and messages signed by it, that were prepared by virtue of its provisions.
|
3. |
Handover
|
4. |
The Lease and Lease Term
|
|
4.1. |
The Lessor hereby leases to the Lessee, and the Lessee hereby leases the Leasehold from the Lessor for the term stipulated in the Addendum (“the Lease Term”) as from the Handover Date. The Lessee shall have the option to extend the Lease
Term, if stipulated in the Addendum.
|
|
4.2. |
The Lessee shall not be entitled to terminate the Lease prior to the end of the Lease Term. No suspension of use of the Leasehold and/or vacation of the Leasehold by the Lessee prior to the end of the Lease Term shall release the Lessee
from its obligations under this Agreement, including, but without derogating from the generality of the foregoing, the Lessee’s obligation to pay the rent or service fees (as defined below) to the Lessor.
|
|
4.3. |
The lease under this Agreement is a net lease and the Lessee will be required to pay all payments for the Leasehold in respect of the Lease Term, whether applicable to the owners or the holders, whether imposed on the date of signing of
the agreement or to be imposed in future.
|
|
4.4. |
The provisions of this section constitute a fundamental condition of this Agreement, and any breach thereof shall constitute a fundamental breach of this Agreement.
|
5. |
Familiarity with the Leasehold
|
6. |
Purpose of the Lease
|
|
6.1. |
The Lessee undertakes not to use the Leasehold for any purpose in any manner other than the purpose of the lease as set out in the Addendum.
|
|
6.2. |
The Lessee undertakes to operate its business in the Leasehold within the purpose of the lease only, without any exception or deviation from the purpose of the lease. Any change or expansion of the purpose of the lease is subject to the
prior written consent of the Lessor, which is entitled not to consent to any such change or expansion for any reason, at its discretion.
|
|
6.3. |
The Lessee declares and undertakes that it has the knowledge, experience and capacity to operate its business as set out in the purpose of the lease. The Lessee will make all efforts, using all resources at its disposal, for its business
in the Leasehold to succeed.
|
|
6.4. |
The provisions of this section constitute a fundamental condition of this Agreement, and any breach thereof shall constitute a fundamental breach of this Agreement.
|
7. |
The Rent
|
|
7.1. |
The Lessee undertakes to pay the Lessor the rent at the rates, on the dates and in the manner as follows:
|
|
7.1.1. |
The base rent in the Lease term is CPI-linked and will be paid by the Lessee to the Lessor in advance on the dates set out in the Addendum.
|
|
7.1.2. |
The base rent payments are CPI-linked according to the following provisions:
|
“Index”
|
-
|
The known consumer price index (including fruit and vegetables) published by the Central Bureau of Statistics and any such index even if published by any other official institution or entity,
and any official index that replaces it, whether built on the same data or not.
If any other index is presented and such bureau, entity or institution does not prescribe the ratio between it and the replaced index, the chairman of board of Bank Leumi of Israel Ltd or
whomever actually serves as such at any time shall do so, and this at the request of the Lessor.
|
“Base CPI”
|
-
|
As set out in the Addendum.
|
“New CPI”
|
-
|
Meaning regarding each rent payment: The known CPI on the due date of such payment or the actual payment date, all whichever is higher.
|
|
7.1.3. |
It is agreed that the rent and service fees (as defined below) for the first 3 months of the lease, plus VAT thereof, will be paid to the Lessor on the date of signing of the Agreement, and as from the fourth month for the Lease Term, the
rent will be paid in advance for every 3 months on the first business day of the month in which the payment is made.
|
|
7.2. |
To facilitate collection of the rent payments, linkage differences thereof and any other amount due to the Lessor from the Lessee, the Lessee undertakes to give the Lessor, on a date to be determined by the Lessor and in any case within 7
days from signing of this Agreement or 7 days prior to the Handover Date, whichever is earlier, an authorization to debit its account in the standard format at Bank Leumi of Israel Ltd. (“the Bank”), when it is clarified that the rent
(including any payment for parking) will be deposited into Bank Account No. [**] managed at the Bank in the name of the Lessor, and that the service fees (as defined below) and all other payments of the Lessee that must to be paid to the
Lessor according to the provisions of this Agreement (other than the rent as aforesaid), will be deposited in Bank Account No. [**] at Branch No. [**] managed at the Bank in the name of Africa Israel Properties Ltd. (for it and in trust for
the Institute), and all until delivery of notice to the Lessee regarding a change of details of any of the foregoing accounts (if delivered) by the Lessor, or by any of the Lessor units (according and subject to the provisions of section 7.3
below). It is hereby declared, to avoid any doubt, that receipt and any use of the authorization by the Lessor will not be considered as settlement unless all payment have been settled in full and on time. To avoid any doubt, it is clarified
that the Lessee undertakes to pay the rent and the other payments applicable to it under this Agreement, throughout the Lease Term, without any conditions, whether it uses the Leasehold or not and whether the Leasehold was at its disposal or
not, for any reason.
|
|
7.3. |
It is hereby clarified that the rent, service fees and all other payments due to the Lessor under this Agreement (including all linkage differences and/or interest thereof) (“the Rent Payments”) are distributed between the Lessor units
according to their share of the Leasehold as set out in the preamble to this Agreement.
|
|
7.4. |
If two consecutive payments of the rent and/or any other amount due to the Lessor from the Lessee are not settled in full on the due date of such payments, nor within 7 days from the date of written notice thereof by the Lessor to the
Lessee, then the remaining Rent Payment will be called for immediate settlement and the Lessor will be required to pay all Rent Payments for the entire Lease Term still outstanding at that time, within two business days from the Lessor's
first demand, and this without derogating from the Lessor’s right to consider the payment default as a breach of the agreement and its rights arising therefrom. It is hereby declared to avoid any doubt that collection of the rent in such case
will not be considered a waiver or consent by the Lessor to the breach of the Agreement by the Lessee.
|
|
7.5. |
Notwithstanding the foregoing, the rent will increase at the beginning of each year from the second year of the Lease Term at the rate set out in the Addendum and the provisions of section 7.1 above will apply to the increased rent, with
the necessary changes.
|
|
7.6. |
For avoidance of any doubt, the liability to pay rent and all other payment due to the Lessor from the Lessee is imposed on the Lessee absolutely and non-submission of a rent bill by the Lessor does not derogate from such liability.
|
|
7.7. |
The Lessor will recognize any amount received from the Lessee at its absolute discretion on account of amounts which the Lessee owes the Lessor at that time.
|
|
7.8. |
The Lessor hereby notifies the Lessee that Africa Israel Properties Ltd. and Af-Sar Ltd. (jointly: “the Borrower”), of the Lessor units, pledged in favor the Bank (for it and in trust in favor of companies from the group Harel Insurance
Company Ltd. (jointly: (“the Lender”) and registered in its favor a lien and assignment by way of a first-degree lien on their rights in the land on which the Leasehold is constructed, and inter alia, the Borrower’s rights towards the Lessee
under this Agreement, including the right to receive the Borrower’s share of the Rent (including any payment for parking) as well as the Borrower’s share of the collateral provided and/or to be provided by the Lessee to secure such rights,
and the Lessee consents to such lien and assignment. AFI undertakes that the foregoing lien on the land will not affect the Lessee’s rights under this Agreement. To avoid any doubt, the Institute's rights in the land, as well as its share of
the rent are not pledged in favor of the Lender.
|
8. |
Taxes, Fees and other Payments
|
|
8.1. |
In addition to the rent and without derogating from the generality of provisions of section 4.3 above, the Lessee undertakes to pay all of the following (“the Lessee's Payments”) during the Lease Term:
|
|
8.1.1. |
All taxes, fees, municipal rates and taxes, levies, mandatory payments and expenses (“the Taxes”), whether government or municipal paid and/or payable in future, whether currently existing or to be imposed in future for the Leasehold and
in respect of the business managed therein, whether by law such Taxes apply to owners, lessee or holder, or whether they apply to owners.
|
|
8.1.2. |
The fees and payments for the water and electricity meters.
|
|
8.1.3. |
VAT on the rent and any other payment made by the Lessee under this Agreement, which will be paid together with the payment for which it is paid.
|
|
8.1.4. |
The stamp tax applicable to this Agreement, and the documents and messages thereunder and therefore.
|
|
8.1.5. |
All fees and payments in respect of water and electricity consumption in the Leasehold and applicable for the use of a telephone, if installed, during the Lease Term.
|
|
8.1.6. |
All payments for the supply of water, electricity, telephone, gas, sewage removal, drainage, municipal rates and taxes, business tax, signage tax, or any other expense in respect of maintenance and/or use and/or operation of the Leasehold,
whether the Leasehold is actually used or not.
|
|
8.1.7. |
Any expense incurred as a result of unreasonable and/or extraordinary use of the Leasehold and its surroundings, including, but without derogating from the generality of the foregoing, expenses for removal of waste caused by the Lessee,
repair of the sewage system, etc.
|
|
8.1.8. |
Any tax and/or levy and/or royalties applicable and/or to be imposed in future on the use of the Leasehold and any activity performed in the Leasehold.
|
|
8.1.9. |
The insurance expenses, for insurance of the Leasehold by the Lessor (separately or part of insurance of the entire Building), against such risks which the Lessor sees fit, and the insurance amount and other conditions prescribed by Lessor
from time to time.
If any of the foregoing payments are due to charges applicable to the entire Building, the Lessee shall pay the proportionate share of the payments applicable to the
Building at a ratio of between the gross area of the Leasehold and the gross area of the Building.
|
|
8.1.10. |
Additional charges pursuant to any law and/or if set out in the Addendum.
|
|
8.2. |
If the Lessee fails to settle any of the Lessee’s Payments immediately upon the demand of the competent authority or the Lessor, without derogating from such obligation, the Lessor may after provision of two business days’ notice to the
Lessee, settle such invoice at the Lessee’s expense and the Lessee will be required to reimburse the Lessor for the full amount paid by it to cover any of the Lessee's Payments as aforesaid within 7 days from the Lessor's first demand.
|
|
8.3. |
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.
|
9. |
Non-Applicability of the Tenants Protection Law
|
|
9.1. |
It is agreed that neither the provisions of the Tenant Protection Law [Consolidated Version], 1972 nor the other tenant protection laws, including the pursuant regulations and orders (“the Law”) shall apply to the Leasehold and/or this
Lease Agreement, and that no law that grants the Lessee the status of a protected tenant or the right not to vacate the Leasehold in the cases and on the dates in which the Lessee undertook to do so under this Agreement shall apply to the
Leasehold.
|
|
9.2. |
The parties explicitly declare and confirm that the Leasehold will be located in a Building whose construction was completed after August 20, 1968 and that this lease was made under the explicit condition that the Law shall not apply to
it. The Lessee declares that it has not paid and shall not pay the Lessor in connection with this Agreement, any key money or any other consideration that is not rent and/or management fees, and that the Lessee and/or its shareholders shall
not be a protected tenant in the Leasehold pursuant to any law and will be precluded from raising any claim or allegation in connection with being a protected tenant or that it has more rights than those conferred explicitly in this
Agreement.
|
|
9.3. |
The Lessee declares that all investments which it makes in the Leasehold and/or the Building will be for its purposes only and that it will be precluded from claiming that such investments are key money or any payment that grants it any
rights in the Leasehold and will be precluded from demanding any full or partial participation or reimbursement from the Lessor for such investments.
|
10. |
Repairs, Maintenance and Services
|
|
10.1.1. |
The Lessor and/or the management company on its behalf (“the Management Company”) undertake to provide cleaning and maintenance services for the common property in the Building in the scope and on the level to be determined by them only,
provided that they maintain the common property in a proper and reasonable condition.
|
|
10.1.2. |
Service fee surcharge for buildings with a central cooling system
|
|
10.2. |
Other than the foregoing in this section, the Lessor shall not be liable for any repairs and/or maintenance and/or inspection and/or any services (“the Services”) in the Leasehold and/or the Building, and no obligation or liability shall
apply to the Lessor, whether according to this Agreement or by law, for any damage and/or breakdown and/or defect of any kind in the Leasehold or any equipment in the Leasehold, including air-conditioning equipment, but excluding the
manufacturer’s warranty period, whether as a result of faulty work, defective or unsuitable materials, whether they conform with specifications or otherwise, whether discovered during or after the Lease Term, and all whether caused by the
works in the Leasehold in the planning or by the Lessor, or in the planning and/or at the initiative and/or request of the Lessee.
|
|
10.3. |
In the event that the Lessor decides at its discretion and/or is required by any municipal, governmental or other competent authority to perform maintenance and inspection services of any kind in any public area and/or any open private
area within the Park, and/or in any Buildings and/or facilities intended to serve or be used by the occupants and/or any part thereof, then the Lessor will be required to pay the Lessor Service Fees as set out below.
|
|
10.4. |
Whenever the Lessor is required or decides to perform maintenance and/or inspection services as set out in section 10.3 above, it may do so through any other entity which it decides, and may at any time demand that the Lessee signs a
service contract with such entity in a format determined by it, provided that the maintenance and/or inspection fees which the Lessee will be required to pay are determined according to the principle of section 10.3 above.
|
|
10.5. |
It is hereby agreed that the cost of repairs carried out by the Lessor as part of the services provided under this section that are covered by insurance for which the Lessee participated in the payment will not be included in the expenses
for calculation purposes of the Service Fees.
|
11. |
Use of the Leasehold
|
|
11.1. |
The Lessee is required to obtain from the competent authorities all of the licenses required to manage the business in the Leasehold within the purpose of the lease and undertakes to conduct it only according to such licenses and the
requirements of the law and any competent authority.
|
|
11.2. |
The Lessee shall not keep any materials, tools, equipment, products, inventory or any other movable property (“the Movable Property”) outside the Leasehold without the Lessor’s consent. In the event that any Movable Property of the Lessee
is found outside the Leasehold without the Lessor’s consent, the Lessor will be entitled to remove them at the Lessee’s expense and shall not be liable for their integrity.
|
|
11.3. |
The Lessor will obey all laws, regulations and bylaws applicable to the Leasehold, use thereof and the business, work and actions performed therein. Without derogating from the foregoing, the Lessee, and it alone, shall be liable in the
event that offenses and/or violations of the law are committed in the Leasehold.
|
|
11.4. |
The Leasehold or any part thereof is not to be used in a manner that results in noise, odors, shocks, pollution, smoke, dust or any other hazards that exceed the bounds of reasonableness with attention to the nature of the Park in general
and the nature of the close surroundings of the Leasehold in particular.
|
|
11.5. |
The Lessee shall not dispose in the sewage system waste whose quality or quantity might damage this system, or impair its proper function, or may endanger ordinary use of water sources, rivers, lakes, the sea or any other source.
|
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11.6. |
The Lessee undertake not to hang, install or paint any signs, marks or any other advertising media in any part of the Building in which the Leasehold is located without the Lessor’s prior consent. The Lessor has the right to receive, at
its expense, a sign at the entrance to the Park, in the Building and on the floor on which the Leasehold is located in the standard format at the Park.
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11.7. |
No use may be made of any site outside the Leasehold other than for the purpose of access to the Lessee in the manner determined by the Lessor from time to time.
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11.8. |
The Lessee will bear any fine or penalty imposed for the conducting of the business and/or use of the Leasehold by the Lessee and/or its employees and/or agents and/or customers without a permit or in violation of the permit, whether
imposed upon the Lessor, the Management Company or the Lessee.
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11.9. |
None of the foregoing shall be construed as the Lessor's permission for the Lessee to use the Leasehold and/or conduct business therein without a permit and/or in violation thereof.
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11.10. |
It is agreed that non-submission of any license required by the Lessee to conduct its business in the Leasehold shall not release it from fulfillment of any of its obligations under this Agreement.
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11.11. |
The Lessee undertakes not to make any use of the Leasehold and any materials and devices installed therein and not to perform any actions therein that pose risks that exceed those insured as set out in this Agreement without the Lessor’s
prior written consent. If such consent is granted, the Lessee undertakes to maintain insurance to the Lessor's satisfaction against any bodily harm or property damage that may be caused by such risks, and this without derogating from the
Lessor’s right to use such additional insurance independently and the Lessee’s obligation to reimburse the Lessor for any amount incurred in this regard immediately upon its demand.
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11.12. |
The Lessee will use the Leasehold and its surroundings in a manner that does not disturb other lessees in the Building, their welfare and benefit from their leaseholds, while maintaining and cleaning the common property in the Building and
its facilities.
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11.13. |
If the Leasehold contains a floor and/or apartment protected space (“the Shelter”), the following provisions will apply:
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11.13.1. |
The Lessee confirms that it is aware that according to the provisions of the law, the Shelter is to be used by the public in emergencies, and therefore, undertakes to have a separate and direct entrance from the public areas to the Shelter
all times.
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11.13.2. |
The Lessee undertakes to comply with the provisions and requirements of any law, including the regulations of the Home Front Command, planning and building laws regarding the Shelter, including the provisions regarding the permitted
interior construction, the evacuation times of the Shelter in emergencies, etc., and it shall not have any claim and/or suit and/or demand due to and in respect of the foregoing, including in connection with any unilateral demand from the
competent authorities to vacate the Shelter, and the Lessee will bear any fine, if imposed (including on the Lessor) due to use of the Shelter.
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11.13.3. |
It is hereby clarified that the purpose of use of the Shelter is subject to the provisions of the law.
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11.13.4. |
The Lessee confirms that it is aware that the Shelter is defined in the building permit as a “service area”, and in any event, it undertakes not to use the Shelter for “main purposes”, as defined in the Planning and Building (Calculations
of Areas and Building in Plans and Permits) Regulations, 1992, and it shall have no claim and/or suit and/or demand due to and in connection with the foregoing, including any unilateral demand from competent authorities to vacate the Shelter.
The Lessee hereby undertakes that whenever a competent authority demands cessation of use of the Shelter for the foregoing purposes of use, it shall obey such demand immediately, whether the demand was addressed to the Lessor or directly to
it, and it waves any claim and/or suit and/or demand against the Lessor in this regard. In the event that use of the Shelter is prohibited for the foregoing purposes of use, and cessation thereof is required at the instruction of a competent
authority as aforesaid, the Lessor may terminate the Lessee’s use of the Shelter (without derogating from the Lessee’s lease in the Leasehold), without the Lessee having any claim and/or suit and/or demand against the Lessor, and the Lessee
undertakes to vacate the Shelter immediately.
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11.13.5. |
The Lessee undertake to maintain the Shelter fit for use at all times for its function as a Shelter pursuant to the provisions of any law and competent authority, as shall be from time to time, and to allow the general public to use the
Shelter when necessary. The keys to the public entrances to the Shelter will be kept by the Management Company and/or the Lessor.
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11.14. |
Without derogating from the foregoing in this section, the Lessee undertakes not to make any use of the property that causes noise and/or a nuisance and/or pollution and/or any related result that is contrary to the provisions of any law,
and without derogating from the generality of the foregoing, will not make use of the Leasehold that directly and/or indirectly involves and/or creates chemical compounds and/or smoke and/or gases and/or bad odors and/or other active
materials that do and/or might harm the environment in any way.
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11.15. |
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.
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11A. |
Bulk Power Supply
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(1) |
The Lessee declares that it is aware that the Lessor is the exclusive rights holder towards Israel Electric Corp. Ltd. (“IEC”) with regard to receipt and supply of power to the Leasehold and/or the Building and/or the public areas and/or
the air-conditioning system in the Building and/or in the Leasehold. The Lessee hereby absolutely and irrevocably waives the right to contract with IEC with regard to the foregoing power supply, and undertakes to act according to the
provisions of Appendix “G” to this Agreement.
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(2) |
The charges for power supply and the related services provided by the Lessor and/or the Management Company to the Lessee as well as the rules regarding such power supply and related services are set out in Appendix “G” to this Agreement.
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(3) |
The provisions regarding power supply as set out in Appendix “G” shall apply.
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12. |
Prohibition on Alterations
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12.1. |
The Lessee undertakes not to make any alterations, repairs, refinements, additions or any construction works in any sense in the Leasehold (all will be referred to jointly below as “the Works”) without the Lessor’s prior written consent.
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12.2. |
If the Lessor provides prior written consent to perform such Works, the Lessee shall perform them at its expense and liability. The Lessee shall only perform the Works in the Leasehold, including any alteration and/or renovation and/or
separation and/or construction and/or adjustment Works, according to the provisions of this section below:
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12.2.1. |
Prior to commencement of the Works, the Lessee shall provide the Lessor with a set of detailed architectural, plumbing, electrical, air-conditioning and safety plans together with bills of quantities and technical specifications, which
will be referred to jointly below as “the Plans”. The Lessee shall only perform any work of any kind in the Leasehold according to the Plans and technical specifications approved in advance and in
writing by the Lessor, at its sole discretion, and according to the guidelines of a certified safety advisor. It is clarified in this regard that refusal in respect of any alteration to the structure or shell of the Building, or its systems,
shall not be considered unjustified (all such Works as and if approved in writing by the Lessor shall be referred to below as “the Construction Works). Prior to commencement of the Works, the Lessor
will also provide the Lessor with a list of system consultants and contractors with which the Lessee intents to engage for planning and performance of the Construction Works (“the Construction Consultants”; “the Contractors”). The Lessee will carry out the Construction Works only according to Plans designed by the system consultants and Contractors approved by the Lessor in advance and in writing, at its sole discretion, and the
Lessee shall have no claim and/or demand in this regard. It is clarified that any delay in handing over of the Leasehold to the Lessee as a result of a delay in submission of the Plans and/or list of system consultants and/or Contractors for
approval by the Lessor shall under no circumstances defer the date of charging the Lessee for any payments applicable to it for the Leaseholder under this Agreement and the Lessee will be charged for all payment applicable to it by virtue of
this Agreement from the Handover Date onwards, as defined in the Addendum.
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12.2.2. |
The process of the Works will be performed in full coordination with the Lessor, updating it on every material detail. Modifications to the Lessee’s Plans and/or specifications, if any are made after approval thereof by the Lessor, will be
forward to the Lessor for approval prior to performance thereof, and will only be made after such approval. In particular, but without derogating from the generality of the foregoing, it is hereby emphasized that the Lessee shall not alter
and/or damage the shell of the Building, including due to making holes and/or openings, etc.
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12.2.3. |
The Lessee undertakes that the Contractors on its behalf, that will carry out the Construction Works in the Leasehold, will be certified, registered contractors who are reputable in their field. It is clarified the Lessee is responsible
for ensuring and verifying that the Contractors on its behalf carrying out the Construction Works, perform inspection repairs, including according to the law, for all Works in the Leasehold. The Lessee further undertakes that all the
materials and products intended for performance of the Construction Works will be of excellent quality and type and in accordance with the latest Israeli standards.
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12.2.4. |
The Lessor shall not be liable for the Construction Works and the Lessee will be solely liable for everything related and involved in the Construction Works, including liability for any property damage or bodily harm, if caused to a third
party, or the property of the Lessor and/or the Lessee and/or any third party. Furthermore, the entire liability regarding the quality of the materials and the Works, including performance of the Construction Works according the Plans and
pursuant to any law will apply solely to the Lessee, and it alone will be responsible for carrying out any repairs and inspections of the Works at its expense during the Lease Term of the Leasehold.
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12.2.5. |
The Lessee undertakes to purchase, and maintain valid throughout the period of the Works in the Leasehold, appropriate all risk insurance policies as is customary with performance of Construction Works, and will provide the Lessor with an
insurance certificate for the Construction Works in the format set out in Appendix “D-1” to this Agreement, prior to commencement of the Works and prior to bringing of any equipment into the Leasehold
by or for the Lessee.
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12.2.6. |
Without derogating from the Lessee’s liability under this Agreement, and without imposing any liability on the Lessor, the Lessor, through a representative on its behalf, will have the right to enter the Leasehold at any time during
performance of the Works, and this with the aim of checking compliance with the provisions of this Agreement by the Lessee, including testing the quality of the materials to be used by the Lessee in performance of the Works and performance of
the Works according to the approved Plans. If the Lessor finds that the Lessee does not strictly comply with all provisions of this Agreement, the Lessor will have the right to instruct the Lessee, through its representative in the field, to
perform an act imposed on the Lessee under this Agreement or to refrain from performing an act which the Lessee is prohibited from performing under the provisions of this Agreement.
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12.2.7. |
Without derogating from the provisions elsewhere in this Agreement, the Lessee hereby declares explicitly that it is exclusively and solely liable for submission of a license and/or permit for performance of the Construction Works, and
that it undertakes to perform and supervise all Construction and Works according to this Agreement and the provisions of any law. Any permit and/or approval, if granted by the Lessor to the Lessor, will be valid only subject to the provisions
of any law.
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12.2.8. |
The Lessee undertakes to perform the Works in a manner that prevents to the extent possible and reduces to a minimum necessary, any nuisance to the areas adjacent to the Leasehold, and undertakes to take all reasonable measures to prevent
and/or reduce any such nuisance.
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12.2.9. |
During and after completion of the Works, the Lessee shall at its expense remove all waste of any kind, including construction waste, related materials, residues, residual packaging, etc., to an authorized waste site and according to the
law. If possible, the Lessor will allow the Lessee to place a skip next to the Building during performance of the Works, at the Lessee’s expense, for removal of construction waste, related materials, residues, etc., all subject to the
Lessor’s guidelines, including with regard to the location of such skip.
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12.2.10. |
Without derogating from the foregoing, the Lessee undertakes to follow the provisions of Appendix “E” to this Agreement regarding working with heat procedures.
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12.3. |
If Works are carried out without the Lessor's consent, then without derogating from its right to consider this a breach of this Agreement, the Lessor will be entitled:
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12.3.1. |
To require the Lessee to demolish the Works, in whole or in part, and/or disassemble and/or remove them from the Leasehold, in which case, the Lessee will be required to carry out all repairs in the Leasehold required as a result, in order
to restore the Leasehold to its condition prior to performance of the Works, and to complete them within 14 days of the Lessor’s demand. If the Lessee fails to do so, the Lessor may do so at the Lessee’s expense, or -
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12.3.2. |
Keep the Works as its property and the Lessee agrees that the Works will be the exclusive property of the Lessor without being entitled to anything in return.
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12.4. |
If Works are performed with the Lessor’s consent, then when the Lessee vacates the Leasehold, the Lessee will have the following choice:
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12.4.1. |
To demolish and/or disassemble and/or remove them from the Leasehold, in which case, the Lessee will be required to carry out all repairs in the Leasehold required as a result, in order to restore that part of the Leasehold in which the
Works were perform to its previous condition prior to performance of the Works, and to complete this no later than by the end of the Lease Term under this Agreement. If the Lessee fails to do so to the Lessor’s satisfaction, the Lessor may do
so at the Lessee’s expense, or -
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12.4.2. |
Leave the Works in the Leasehold, in which case they will be the property of the Lessor without the Lessee being entitled to anything in return.
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12.4.3. |
The Lessee must notify the Lessor by 90 days prior to the end of the Lease Term of its choice between the alternatives set out in sections 12.4.1 and 12.4.2 above.
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12.5. |
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.
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13. |
Furniture and Equipment
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14. |
Maintenance of the Leasehold
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14.1. |
The Lessee undertakes to use the Leasehold carefully and reasonably, to keep it and its surroundings clean and to avoid any spoilage and damage to the Leasehold, including all of the facilities that serve the Leasehold, independently or
together with other lessees.
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14.2. |
The Lessee will be required to immediately repair any damage and/or spoilage caused to the Leasehold and facilities, as set out in section 14.1 above, and to immediately replace any lost or damaged installed fixture with another similar
fixture. Without derogating from the foregoing, the Lessee undertakes to maintain a high level of cleanliness and maintenance in the Leasehold and its surroundings.
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14.3. |
If the Lessee fails to make any such repairs, or fails to replace any unit which it is required to replace as aforesaid, the Lessor may, but is not obligated, to do so at the Lessee’s expense, and in any event, the Lessee will be required
to compensate the Lessor fully for any such damage, spoilage and loss.
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14.4. |
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.
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15. |
Liability and Indemnity
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15.1. |
Neither the Lessor nor any party acting and/or operating on its behalf shall be liable in any way for any damage and/or harm that caused to the Lessee and/or the Leasehold and/or the business conducted in the Leasehold and/or equipment
and/or facilities in it or its surrounding.
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15.2. |
Without derogating from the generality of subsection 15.1 above, neither the Lessor nor any person acting and/or operating on its behalf shall in any way be liable for bodily harm and/or property damage of any kind that may be caused to
the Lessee and/or its employees and/or any party acting on its behalf, including its agents, suppliers, representatives, Contractors, customers and any other person in the Leasehold, whether with permission or not.
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15.3. |
To avoid any doubt, the Lessee, and it alone, will be liable for any damage, including bodily harm and/or property and/or reputation damage and/or prevention of profits incurred by the Lessor and/or any third party in connection with the
negligence of the Lessee and/or any party on its behalf and any tort that occurs, and all in connection with possession of the Leasehold and/or use of the Leasehold and/or the Building and/or the Park by the Lessee and any party on its
behalf.
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15.4. |
The Lessee will indemnify the Lessor and/or any party on its behalf for any damage and/or claim and/or charge which the Lessor and/or any party on its behalf demands to be paid in connection with any damage and/or tort for which the Lessee
is liable as aforesaid, all immediately upon receipt of the Lessor’s first written demand.
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16. |
Insurance
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16.1. |
Without derogating from its liability under this Agreement and/or by law, the Lessee undertakes to purchase and maintain the following insurance policies: -
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16.2. |
For the Leasehold adjustment Works for the Lessee’s activities, if any, the Lessee undertakes to purchase and maintain all risk insurance covering contract works, at its expense, throughout the Period of Works and a maintenance period of
at least 12 months from completion of the Works, under the terms and for the amounts set out in the insurance certificate for the Works attached to this Agreement as Appendix “D-1”, which is an
inseparable part thereof (“Insurance Policy for the Works” and “Insurance Certificate for the Works”, respectively, as the case may be).
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16.3. |
The Lessee exempts the Lessor, the Management Company, their employees and directors, and the other lessees and/or tenants and/or the other rights holders in the Park (“the Other Rights Holders”), whose lease agreements or any other
agreement that grants them rights in the Park include a parallel exemption in favor of the Lessee, from liability for any loss and/or damage in respect of which it is entitled to indemnity according to the insurance as set out in section 1 of
the Insurance Certificate for the Works (or for which it would have been entitled to indemnity if not for the deductible) and it shall have no claim and/or demand and/or suit against the foregoing for such loss and/or damage. The foregoing
regarding exemption from liability will not apply in favor of whoever causes damage maliciously.
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16.4. |
Without derogating from the Lessee’s liabilities under this Agreement and/or any law, the Lessee undertakes to purchase and maintain the insurance policies at its expense throughout the Lease Term under terms and for amount as set out in
the Insurance Certificate attached to this Agreement as Appendix D-2, which is an integral part thereof (“the Lessee’s Insurance Policies” and “the Insurance Certificate”, respectively, as the case may be).
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16.5. |
The Lessee’s Insurance Policies will have priority over any insurance purchased by the Lessor and/or the Management Company.
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16.6. |
The Lessee undertakes to comply with all of the terms of the policies purchased by it, to pay the premiums in full and on time, to ensure that the Lessee’s Insurance Policies are renewed from time to time as necessary and that they are
valid throughout the Term of the Agreement.
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16.7. |
Prior to the date of receipt of possession of the Leasehold or prior to bringing any property into the Leasehold (other than property insured under the Insurance Policy for the Works), whichever is earlier, and without the need for any
demand from the Lessor and/or the Management Company, the Lessee undertakes to provide the Lessor with an Insurance Certificate duly signed by its insurer.
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16.8. |
The Lessee declares that it is aware that provision of the Insurance Certificate as aforesaid is a precondition receiving possession of the Leasehold and/or bringing property into the Leasehold (other than property insured under the
Insurance Policy for the Works) and the Lessor may prevent it from taking possession of the Leasehold and/or bringing property as aforesaid in the event that the Insurance Certificate is not provided on time.
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16.9. |
The Lessee exempts the Lessor, the Management Company, their employees and directors, and any other parties whose lease agreements or any other agreement that grants them rights in the Park include a parallel exemption in favor of the
Lessee, from liability for any loss and/or damage for which it is entitled to indemnity under the property and consequential loss insurance as stipulated in sections (1) to (4) of the Insurance Certificate (or for which it would have been
entitled to indemnity if not for the deductible) and it shall have no claim and/or demand and/or suit against the foregoing for such loss and/or damage. The foregoing regarding exemption from liability will not apply in favor of whoever
causes damage maliciously.
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16.10. |
The Lessee undertakes not to perform and not to permit its representatives to perform and act or omission that increases the insurance expenses applicable to the Lessor and/or the Management Company and/or the Other Rights Holders, for the
insurance of the Park or its lessees.
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16.11. |
Without derogating from its liability under this Agreement and/or pursuant to the law, the Lessor undertakes to purchase and maintain the following insurance policies, independently and/or through the Management Company, throughout the
Term of the Agreement (“the Lessor’s Insurance Policies”): -
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(A) |
An extended fire insurance policy covering the replacement value of the structure of the Building, including all of its systems, fixtures and facilities. The insurance policy will include a waiver of subrogation against the Lessee and its
employees and directors, provided that such waiver of subrogation does not apply in favor of any person who causes damage maliciously.
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(B) |
An insurance policy for loss of rent and/or management fees due to loss and/or damage to the property insured as per section 16.11(A) due to extended fire risks (excluding break-in), for an indemnity period of 12 months. The insurance
policy will include a waiver of subrogation against the Lessee and its employees and directors, provided that such waiver of subrogation does not apply in favor of any person who causes damage maliciously.
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(C) |
A third party liability insurance policy to cover the liability of the Lessor and/or the Management Company according to the law for bodily harm and/or property damage caused to any person and/or entity, with liability limits of USD
2,000,000 per incident and cumulatively for an annual insurance term. This policy shall be extended to indemnify the Lessee for its liability for the acts and/or omissions of the Lessor and/or the Management Company, subject to a
cross-liability clause.
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(D) |
An employers’ liability insurance policy to cover the liability of the Lessor and/or the Management Company in accordance with the Torts Ordinance [New Version] and/or the Defective Product Liability Law, 1980 toward its employees for
bodily harm and/or illness caused to them during and due to their work, with liability limits of USD 5,000,000 per claim, per incident and cumulatively for an annual insurance term. The policy will be expanded to indemnify the Lessee if it is
considered to be the employer of any of the employees of the Lessor and/or the Management Company.
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16.12. |
The Lessor declares, in its name and the name of the Management Company, that it shall not have any claim and/or demand and/or suit against the Lessee and its employees and directors for loss and/or damage for which the Lessor and/or the
Management Company are entitled to indemnity under the insurance policies set out in sections 16.11(A) and 16.11(B) above (or for which it would have been entitled to indemnification if not for the deductible) and it exempts the Lessee and
its employees and directors from liability for any such loss and/or damage. The foregoing regarding exemption from liability will not apply in favor of whoever causes damage maliciously.
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16.13. |
The Lessee undertakes to bear the proportionate insurance premium for the Lessor's Insurance Policies, based on the area of the Leasehold, and to pay them to the Lessor immediately upon its first demand.
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16.14. |
To avoid any doubt, it is clarified that purchasing of the Lessor's Insurance Policies by the Lessor and/or the Management Company does not derogate from the Lessee’s obligations and/or liabilities under this Agreement and/or pursuant to
the law.
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17. |
Lessor’s Access to Leasehold
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17.1. |
The Lessor and/or its representatives, and any party acting on its behalf have the right to construct additional floors in or around the Building and/or to perform other construction works and/or to pass any pipes, ducts and other
conductors through (or over) the Leasehold for water, sewage, channeling, gas, electricity, telephone or for any other purpose, and to carry out any other works or installations in the Leasehold, for the purpose of use of the property
adjacent to the Leasehold, and for any other similar purpose, provided that such powers are exercised in a manner that reduces, as far as possible, the inconvenience and disturbance caused thereby, and on condition that the Lessor carries out
or causes its representatives or the parties acting on its behalf to carry out all repairs required in the parts of the Leasehold that are damaged by performance of such works to restore them to their previous condition.
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17.2. |
The Lessor or its representatives have the right, if possible after giving the Lessee notice:
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17.2.1. |
To enter the Leasehold at any acceptable time in order to examine whether the terms of this Contract are being complied with.
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17.2.2. |
To enter the Leasehold at any acceptable time and to carry out any repairs required within the Leasehold for the purpose of the Building or any part thereof.
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17.2.3. |
In the last six months of the lease, to enter the Leasehold during standard operating hours together with visitors.
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17.2.4. |
To instruct the Lessee to carry out any repairs in the Leasehold that may be necessary within the Leasehold, whether related to the Leasehold or to other parts of the Building.
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17.3. |
The Lessee undertakes not to deprive the Lessor of access to the Leasehold as stipulated in sections 17.1 and 17.2 above and to allow it or those acting on its behalf to perform the works set out in those sections.
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18. |
Rights Transfer Prohibition
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18.1. |
The Lessee undertakes not to transfer the lease of the Leasehold or any part thereof to others, not to hand over, transfer or lease the Leasehold or any part thereof, not to permit others to use the Leasehold or any part thereof, not to
share with others the possession and/or use and/or benefit of the Leasehold or any part thereof and/or the business conducted in the Leasehold, and not to transfer to others any easement or right in the Leasehold or any part thereof, all
whether for a consideration or not, and not the transfer, pledge or encumber its rights under this Agreement.
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18.2. |
With regard to section 18.1 above, if the Lessee is a company, any action of any kind that causes a change in control of the Lessee will be considered to be a transfer that requires the company’s consent. Definition of the term “control”
in this section: “Holding of at least 51% of the shares and rights of any kind in a company, including the right to appoint at least 51% of the directors and the right to appoint the CEO.”
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18.3. |
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.
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19. |
The Vacation
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19.1. |
The Lessee under takes to vacate the Leasehold and hand it over to the Lessor no later than on the date of termination of the Lease Term and/or if the agreement is canceled by the Lessor due to a breach by the Lessee as set out in section
23.1 below. The Lessee undertakes that on the date of vacating the Leasehold and returning it to the Lessor, the Leasehold shall be vacant and free of any person or object, when it is in a good, proper and tidy condition, as it was received,
subject to the provisions of sections 3 and 12 above, and subject to wear and tear due to reasonable and careful use of the Leasehold by the Lessee in accordance with the provisions of this Agreement. To avoid any doubt, it is hereby agreed
that the Leasehold will be returned to the Lessor repainted or re-whitewashed by the Lessee at its expense with paint or whitewash in the color, material and quality as received by the Lessee from the Lessor.
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19.2. |
If the Lessee fails to comply with its obligations under section 19.1 above, then without derogating from the Lessor’s right to exercise its rights in any manner it sees fit and without derogating from the other rights at the Lessor’s
disposal pursuant to any law and/or contract under the circumstances, the Lessee will be required to pay the company, as long as it fails to meet its foregoing obligations, appropriate usage fees in the amount stipulated in the Addendum, plus
VAT, per day, and this as liquidated damages.
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19.3. |
It is agreed and declared explicitly by the parties that the provisions of section 19.2 above do not release the Lessee from its obligations under section 19.1 above and/or grant it any right of any kind, including, but without derogating
from the generality of the foregoing, any protected lease rights pursuant to the law and/or do not constitute the Lessor's consent to extension of the Lease Term of the Leasehold by the Lessee and/or derogate from or reduce the rights and/or
harm the right of the Lessor to receive any other relief or remedy in accordance with this Agreement or the law, including removal of the Lessee from the Leasehold and additional compensation for any damage incurred by the Lessor due failure
to vacate the Leasehold by the Lessor on time.
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19.4. |
If upon vacating and returning the Leasehold to the Lessor, the Leasehold is not in the condition as stated in section 19.1 above, then the Lessee will be required to reimburse the Lessor upon its first demand for any expenses which it
incurs in order to restore the Leasehold to the condition in which the Lessee should have returned it to the Lessor, and all expenses involved, and to compensate it for any damage, loss and prevention of profit that would have arisen from the
condition of the Leasehold and/or the need to bring it to a good and proper condition, and from performance of the works involved.
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19.5. |
The Leasehold shall be vacated and returned to the Lessor in the presence of the Lessor and the Lessee, who will prepare a vacation protocol reflecting the state of the Leasehold at such time. In the event of vacation without the presence
of the Lessee by its own fault, the protocol will be prepared by the Lessor alone and its contents will bind the Lessee.
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19.6. |
In addition to the Lessor’s right under any law and this Agreement, in the event that the Lessee fails to vacate the Leasehold on time, the Lessor or anyone appointed by it is authorized and entitled, and the Lessee hereby grants its
consent and permission, to enter the Leasehold breaking the locks and replacing them with others, using reasonable force, to take exclusive possession thereof and to remove the Lessee’s belongings from it and store them at the Lessee's
expense and responsibility wherever it sees fit, and the Lessee shall be required to reimburse the Lessor for all expenses which it incurs in this regard. The Lessor shall not be liable for any damage of any kind caused to the Lessee and/or
its property, if any, during performance of the said actions by the Lessor, and the Lessee shall not make and hereby waives any claim or suit against the Lessor due to performance of all of the foregoing.
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19.7. |
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.
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20. |
Collateral
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20.1.1. |
As security for fulfillment of the Lessee’s obligations under this Agreement, the Lessee will provide the Lessor with all of the following collateral within 48 hours of signing this Agreement:
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A. |
An autonomous, unconditional, negotiable bank guarantee prepared in favor of the Lessor, exercisable in part, in the format of Appendix “H” to this Agreement, in an amount equivalent to 9 months’
rent plus VAT and service fees for 9 months’ lease, based on the latest known rate prior to provision of such guarantee, plus VAT as required by law. The amount of the guarantee will be linked to the Base-CPI and the provisions of section 7.1
above will apply to linkage of the amount of the guarantee with the necessary changes.
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B. |
A deed of guarantee in the format attached to this Agreement as Appendix “H” duly signed by guarantors approved by the Lessor in advance as guarantors of all
of the Lessee’s obligations, severally or jointly with it.
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20.1.2. |
If the rent and/or maintenance fees and/or VAT rate is updated and/or changed, then the Lessee will provide the Lessor, within 14 days from receipt of the Lessor’s demand, with a replacement or additional bank guarantee securing the rent
payments for a period of nine months according to the monthly payment rates.
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20.1.3. |
The Lessee undertakes to renew the guarantee or guarantees from time to time, and this no later than 7 days from expiration thereof. If the Lessee fails to do so, the company will be entitled to exercise them, and this without releasing
the Lessee from its obligation to provide the Company with a new guarantee or guarantees and any of its obligations under this Agreement. If the amount exercised under the guarantee as aforesaid exceeds the amount due to the Lessor from the
Lessee at that time, the balance will be deposited by the Lessor in a deposit under the terms to be determined by the company at that time. The Lessee shall not be entitled to any compensation and/or other payment for any direct or indirect
damage or any other payment for exercise of the guarantee or guarantees by the Lessor according to this section.
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20.2. |
In any event that moneys are due, if any, to the Lessor from the Lessee according to the provisions of this Agreement and/or for breach thereof, the Lessee will be entitled to use the bank guarantee deposited with it in a total amount
equal to the amounts due to the Lessor from the Lessee, if any.
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20.3. |
It is agreed and declared between the parties that provision of the bank guarantee by the Lessee to the Lessor and/or presentation thereof for redemption by the Lessor does not derogate from the Lessor's right to collect from the Lessee in
any manner possible, the damage caused due to a breach of any of the Lessee’s obligations under this Agreement, or release the Lessee from any of its obligations under this Agreement and/or grant it any right protected by law and/or limit the
Lessor in exercising its foregoing rights and/or limit the amount of the compensation and/or damages which the Lessor will be entitled to receive from the Lessee due to a breach of any of its obligations under this Agreement.
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20.4. |
The Lessor shall be entitled to use the bank guarantee and/or guarantees according to section 20.1.1 above at its absolute discretion and use of the guarantees, or any of them, does not derogate from any of the Lessor’s rights under any
contract and/or law.
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20.5. |
If the Lessee does not owe anything to the Lessor pursuant to this Agreement, the Lessor will be required, at the end of 90 days from the date of return of the Leasehold by the Lessee to the Lessor, to return the bank guarantee to the
Lessee, subject to presentation of all receipts and payment confirmations of the various payments by the Lessee.
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20.6. |
The provisions of this section constitute a fundamental condition of this Agreement, and any breach thereof shall constitute a fundamental breach of this Agreement.
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21. |
Indemnification of the Lessor
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22. |
Interest
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23. |
Breach
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23.1. |
Any party that breaches or fails to comply with any of its obligations under this Agreement will be required to compensate the complying party for any damage or losses caused to the complying party as a result, and this without derogating
from the right of the complying party to any other and/or additional relief and remedy, including performance in kind or an evacuation order.
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23.2. |
In the event of a fundamental breach, as defined in this Agreement and/or by law, by the Lessee and/or non-fundamental breach of this Agreement by the Lessee that is not remedied by it even though 15 days have gone by since receipt of a
warning thereof from the Lessor, the Lessor shall be entitled to notify the Lessee that the lease under this Agreement is null and void, and then the Lessee shall be required to vacate the Leasehold as stipulated in section 19 above, within
10 days from the date of such notice, and this without derogating from the Lessor’s rights under this Agreement, including, but without derogating from the generality of the foregoing, the right to receive the entire rent and the other
amounts which it would have been entitled to had this contract been fulfilled, and without derogating from its right to receive any other relief and remedy, including compensation for any damage caused to the Lessor due to the foregoing
breach or non-compliance.
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23.3. |
Without derogating from its right to compensation at a higher rate or any other relief, in the event of a fundamental breach of this Agreement by the Lessee, the Lessor will be entitled to liquidated damages in an amount equal to six
months’ rent and service fees, plus VAT, at the rate thereof on the date of the breach or of actual payment, whichever is higher, and this whether the Lessor elects to cancel or fulfill the agreement, provided that in the event of fulfillment
of the contract notwithstanding the Lessor’s right to cancel it, damages at a rate of 20% of the foregoing amount will be paid. The parties declare that they consider the foregoing amount as appropriate liquidated damages for damage which the
parties consider to be the probable result of a fundamental breach of this Agreement by the Lessee.
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24. |
Rights Transfer by the Lessor
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25. |
Crediting of Payments and No Right of Offset
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25.1. |
In the event that the Lessee owes the Lessor several charges, upon payment the Lessor will have the right to determine, at its discretion, on account of which charge the amount paid will be credited. As long as the Lessor does not notify
the Lessee otherwise, the payment will be credited first in respect of the rent and then in respect of the Service Fees and other expenses in their order.
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25.2. |
The Lessee shall not be entitled to offset from any of the Lessee’s Payments under this Agreement, including the Service Fees, any financial charges which the Lessor owes the Lessee, if any, whether by virtue of this Agreement or by virtue
of other transactions.
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26. |
Miscellaneous
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26.1.1. |
No conduct of any of the parties shall be considered as a waiver of any of its rights under this Agreement or pursuant to any law, or as any waiver or consent by it for any breach or non-compliance with the terms of this Agreement by the
other party, or as granting of any deferral or extension to perform any act which the other party is required to perform, or as any change, cancellation or addition of any condition, unless the waiver, consent, deferral, change, cancellation
or addition was made explicitly in writing.
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26.1.2. |
It is agreed explicitly that performance of each and every obligation of the Lessor under this Agreement is conditional to the Lessee first fulfilling its obligations under this Agreement, as the case may be, and the Lessor may, without
derogating from that stated elsewhere in this Agreement, delay implementation of any of its obligations until the Lessee has fulfilled its obligations.
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26.1.3. |
It is declared and agreed that the provisions of this Lease Agreement are based on the Leasing and Borrowing Law, 1971, and that the provisions of Chapter A of that law shall not apply to the lease under this Agreement.
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26.1.4. |
It is agreed between the parties that any change to this Agreement by the parties in respect of the description of the Leasehold, the Lease Term, the rent, the payment method thereof or any other matter, may be made and will be valid only
if prepared in writing and signed by all parties to this Agreement.
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26.2. |
If the Lessee is a foreign resident, it undertakes to fulfill its obligations under this Agreement according to the Currency Control Law, 1978 and the pursuant regulations, orders and permits.
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26.3. |
The Lessor’s accounts will be prima facie proof of any charge and the accounting included therein, and any claim by the Lessee from the Lessor, the amount and details of which have been approved by an accountant, will bind the Lessee, and
the Lessee agrees that such shall be used as sufficient written reference for filing with the court in a summary procedure.
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26.4. |
The parties agree that the competent court of Tel Aviv has sole and exclusive jurisdiction in respect of this Agreement and the messages thereunder.
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26.5. |
The addresses of the parties are as specified beside their name at the beginning of the agreement and any notice sent to any of the parties according to the address appearing beside its name will be considered to having been received by it
72 hours after dispatch by registered mail.
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/s/ Yuval Yudelevich /s/ Avi Barzilai
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/s/ Sharon Fima /s/ Omri Schanin
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The Lessor
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The Lessee
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I, the undersigned, Asaf Abramov, Adv., of 1 Arieh Shenkar Street, Herzlia, confirm that Messrs. Sharon Fima (ID NO. 031927098) and Omri Schanin
(ID No. 302729553), who are authorized to sign this Agreement in the name of the Lessee and whose signatures bind the Lessee for all intents and purposes, appeared before me and signed this Agreement in my presence.
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In witness thereof I have hereunto set my hand
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/s/ Asaf Abramov
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On the 7 day of the 11 month of 2019.
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The Leasehold: |
An area on the third (3) floor as described below, in Building No. 18 at Kiryat Weizmann Scientific Part in Nes Ziona (respectively: “the Building”, “the Park”), as marked in red on the sketch attached to this Agreement as Appendix “C”.
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Area of the Leasehold: |
The area of the Leasehold for the purpose of the payments under this Agreement is 337 sq.m gross, when it is clarified that this area includes loading for the share of the Leasehold of the use of common property in the public areas of the
Building.
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Handover Date: |
The Handover Date is November 1, 2019.
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The Lease Term: |
A period that commences on the Handover Date, i.e. November 1, 2019, and ends 36 calendar months later, namely October 31, 2022 (“the Lease Term”). It is agreed that during the Lease Term, the Lessee
may terminate the lease in the Leasehold twenty four (24) months after the Handover Date (“the Exit Point”), subject following provisions. Termination of the lease at the Exit Point will be possible only subject to receipt of an unconditional
written notice from the Lessee regarding its wish to terminate the lease in the Leasehold on the foregoing Exit Point date (“the Notice”), received by the Lessor at least 60 days prior to the Exit Point date (“the Date of Notice"). It is clarified that if the Lessee does not send the Notice by the Date of Notice, it shall not be entitled to exercise its right to the foregoing Exit Point. It is clarified that if the Lessee chooses to
exercise its right to such Exit Point, exercise of the right will be subject to payment of an exit fee to the Lessor in an amount equal to the rent and management fees for one month’s lease of the Leasehold, when such sum is linked to the
Base CPI plus VAT as required by law ("Exit Fee Payment").
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Section 3: |
Possession of the Leaseholder will be handed over according to the provisions of this Agreement, and subject to compliance with the Lessee’s obligations, in full and on time, as stated in sections 7.2 and 16, and payment of the amount
under section 7.1.3. The Lessee declares that accepts possession when the Leasehold in its as is condition on the date of signing this Agreement, and that it hereby waives any claim and/or demand and/or lawsuit against the Lessor and/or any
party on its behalf for the condition of the Leasehold on the Handover Date and/or the date of signing this Agreement.
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Section 6: |
Subject to any law, the purpose of the lease of the Leasehold is for offices and laboratories, and this only.
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Base Index: |
The consumer price index (general) published on May 15, 2019 for April 2019 (_____ points, based on 2010).
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Rent: |
The rent to be paid by the Lessee for the Leasehold during the Lease Term, as defined above, will be NIS [**] per gross sq.m of area of the Leasehold per month, while such sum is linked to the Base Index plus VAT as required by law.
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Parking Spaces: |
During the Lease Term, the Lessee may use for parking purposes only, three (3) parking spaces to be allocated to it by the Lessor in the parking lot attached to the Building (respectively: “the Parking Spaces”; “the Parking Lot”). The
Lessor may change the location of the Parking Spaces from time to time, at its sole discretion, subject to provision of notice to the Lessee, without the Lessee having any claim and/or lawsuit and/or demand in this regard.
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Section 7.4 |
The number 7 will be deleted and replaced by the number 4.
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Section 7.6 |
The phrase “and all other payments due to the Lessor from the Lessee” will be followed by: “under to this Agreement"
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Section 8.1.1 |
The word “upon” will be deleted and replaced by the following phrase: “within 2 business days from the date of”, and the following will be added: “and no later than the date stipulated in the payment demand”.
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Section 8.2 |
The phrase “two business days” will be deleted and replaced by the phrase: “five business days”.
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Section 11.1 |
“if relevant” will be added to the end of the section.
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Section 20.1.1(A) |
In the third line, the phrase: “9 months’ lease” will be replaced by: “3 months’ lease”; in the fourth line, the phrase “service fees for 9 months’ lease” will be replaced by: “service fees for 3 months’ lease”.
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Section 20.1.1(B) |
Will be deleted in its entirety.
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Section 20.1.2 |
The word “nine” will be replaced by “three”.
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Section 20.1.3 |
The following phrase will be added to the end of the paragraph: “provided that the Lessor notified the Lessee of such breach, and the breach is not remedied within 7 business days.”
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/s/ Yuval Yudelevich /s/ Avi Barzilai
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/s/ Amir Hasidim /s/ Omri Schanin
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The Lessor
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The Lessee
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1. |
Definitions
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2. |
Plan Administration and Board Authority
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2.1 |
This Plan shall be administered by the Company's Board of Directors directly, or alternatively, on the recommendation of the Committee, subject to any law in force and the provisions of the Company's Articles of Association.
Notwithstanding the foregoing, the Board of Directors shall have residual authority if a Committee is not formed or if the Committee ceases to serve for any reason or if the Committee is not authorized to act by law.
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2.2 |
The Board of Directors shall have the sole authority and absolute discretion to decide as follows: (1) to determine the identity of the Grantees; (2) to determine the terms of grant and/or allocation agreements, including the number of
options and/or RSUs granted to each Grantee, vesting dates, the manner of exercise of the options, the exercise price, to set restrictions on the transferability of options and/or RSUs, as well as conditions regarding the forfeiture and
expropriation of options and RSUs, as well as to cancel and suspend grants; (3) to determine the market value of the shares subject to the options and/or the RSUs; (4) to select the tax track of the Trustee-Track Section 102 options and/or
RSUs; (5) to determine the type of options and/or RSU granted; (6) to change restrictions and conditions that apply to options and/or RSUs; (7) interpret the terms of the Plan and oversee the administration of the Plan; (8) to accelerate in
full or in part the vesting dates of the options granted to each Grantee; (9) to freeze, terminate or cancel the entire Plan or any part thereof, and to amend the Plan and its provisions; and (10) to decide and determine any other matter
necessary for the administration of the Plan.
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2.3 |
The Board of Directors will have the authority, at its discretion, to cancel options and/or RSUs and in return, to grant a Grantee new options with the same, lower or higher exercise price than that of the original canceled options,
and/or to grant RSUs in lieu of the canceled RSUs, subject to obtaining the required approvals from the tax authorities.
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2.4 |
The Board of Directors' interpretation of any clause in the Plan or options agreement and/or RSU agreement shall be final and absolute.
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2.5 |
The Company does not undertake that the Plan will be recognized by the tax authorities as such, which would provide the Grantees with the benefits provided for in Section 102 of the Ordinance. If the provisions of Section 102 of the
Ordinance and the Income Tax Rules (Tax Relief in Allocation of Shares to Employees) 2003, which were promulgated pursuant thereto (hereinafter: the "Rules"), then the Plan and the options agreement
and/or RSU agreement will be subject to the provisions of Section 102, the Rules and approval of the Income Tax Assessor, as applicable. The conditions of Section 102 and/or the approval of the aforementioned Income Tax Assessor, which are
not explicitly specified in the Plan and/or in the options agreement and/or RSU agreement, will be considered valid and binding on the Company and the Grantees.
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2.6 |
Unless expressly provided otherwise in the options agreement and/or RSU agreement, in any case of conflict between the provisions of the Plan and the options agreement and/or RSU agreement, the provisions of the Plan shall prevail. If
otherwise provided in the options agreement and/or RSU agreement, the provisions of the agreement shall prevail over the provisions of the Plan.
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3. |
Determining the Plan Participants
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3.1 |
Persons eligible to participate in the Plan as Grantees shall include Employees and Non-Employees (as defined in Appendix A) of the Company or its affiliates, provided that: (1) Employees shall receive “Section 102 options and/or RSUs”
only; (2) Non- Employees will receive Section 3(i) options and/or RSUs only. Eligibility to participate in the Plan does not imply the right to participate in the Plan, and the Board of Directors has absolute discretion to determine whether
or not any eligible person will be given options and/or RSUs.
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3.2 |
Granting options and/or RSUs to a Grantee by virtue of this Plan neither entitles nor deprives the recipient of the options and/or RSUs of the right to participate in grants of options and/or RSUs by virtue of the Plan or any other
allocation plan of the Company or its affiliates.
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3.3 |
Without derogating from the above, any options and/or RSU grant will be approved and implemented in accordance with the provisions of any law, as will be in force from time to time, including the Companies Law, the Securities Law and
regulations promulgated thereunder.
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4. |
Determining the Type of Options and/or RSUs in Accordance with Section 102
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4.1 |
The Company may determine the type of options that will be granted to employees in accordance with Section 102 as "Non-Trustee-Track Section 102 options and/or RSUs" or “Trustee-Track Section 102 options and/or RSUs”.
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4.2 |
The granting of “Trustee-Track Section 102 options and/or RSUs” by virtue of the Plan shall be subject to the approval of the Plan by the Board of Directors, as detailed in Section 14 below, and shall be subject to approval of the Plan
by the Tax Authorities.
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4.3 |
“Trustee-Track Section 102 options and/or RSUs” may be classified as "Capital-Gains-Track Options and/or RSUs" or "Income-Tax-Track Options and/or RSUs".
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4.4 |
“Trustee-Track Section 102 options and/or RSUs” in respect of which the Company has chosen and determined that the applicable tax track will be capital gains-based, in accordance with Section 102(b)(2) of the Ordinance, will be referred
to hereinafter as "Capital-Gains-Track Options and/or RSUs".
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4.5 |
“Trustee-Track Section 102 options and/or RSUs” in respect of which the Company has chosen and determined that the applicable tax track will be income tax-based, in accordance with Section 102(b)(1) of the Ordinance, will be referred to
hereinafter as "Income-Tax-Track Options and/or RSUs".
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4.6 |
The Company's selection regarding the type of “Trustee-Track Section 102 options and/or RSUs” as "Capital-Gains-Track Options and/or RSUs" or "Income-Tax-Track Options and/or RSUs" (hereinafter the "Selection"),
shall be submitted as required to the Tax Authorities prior to the grant date of the “Trustee-Track Section 102 options and/or RSUs”. The Selection will take effect from the first grant date and will remain in effect least until the end of
the following year, or any other date as may be determined from time to time by the provisions of Section 102. The Selection will require the Company to grant only the chosen type of “Trustee-Track Section 102 options and/or RSUs”, which
will apply to all Grantees who receive “Trustee-Track Section 102 options and/or RSUs” during the aforementioned period, all in accordance with Section 102(g) of the Ordinance. For the avoidance of doubt, the Selection will not preclude the
Company from granting "Non-Trustee-Track Section 102 options and/or RSUs" simultaneously.
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4.7 |
All "Trustee-Track Section 102 options and/or RSUs" shall be held in trust by a trustee, as described in Section 5 below.
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4.8 |
For the avoidance of doubt, the determination regarding the type of options and/or RSUs as "Trustee-Track Section 102 options and/or RSUs" or "Non-Trustee-Track Section 102 options and/or RSUs" will be subject to the conditions of
Section 102 of the Ordinance.
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4.9 |
In the case of "Trustee-Track Section 102 options and/or RSUs", the terms of the Plan and/or the options agreement and/or RSU agreement shall be subject to the terms of Section 102 of the Ordinance and approval of the Income Tax
Assessor, and these terms and approval shall form an integral part of the Plan and options agreement and/or RSU agreement. Any of the provisions of Section 102 and/or the aforementioned approval, which are necessary to obtain and/or
maintain tax benefits pursuant to Section 102, and which are not expressly set forth in the Plan or options agreement and/or RSU agreement, shall be deemed applicable and binding upon the Company and the Grantees.
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5. |
Trustee
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5.1 |
"Trustee-Track Section 102 options and/or RSUs" and/or shares to be allocated following a grant and/or exercise and/or vesting of "Trustee-Track Section 102 options and/or RSUs" and/or other shares allocated pursuant to the exercise of
rights, including bonus shares, shall be allocated or issued in the name of a Trustee for the benefit of the Grantee and will be held by the former for at least the requisite periods set out in Section 102 and/or any law and/or regulations
and/or promulgated thereunder (hereinafter the "Lockup Period"). If the conditions for granting "Trustee-Track Section 102 options and/or RSUs" are not met, then the "Trustee-Track Section 102 options
and/or RSUs" may be considered as "Non-Trustee-Track Section 102 options and/or RSUs" or as Section 3(i) options and/or RSUs, all in accordance with the provisions of Section 102.
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5.2 |
The Trustee will not transfer locked up shares and/or RSUs to the Grantee that have been allocated as a result of the grant and/or exercise and/or vesting of "Trustee-Track Section 102 options and/or RSUs" and/or shares allocated as a
result of the exercise of rights pursuant to options and/or shares as aforesaid and/or RSUs, prior to the payment of the full tax liability arising from the "Trustee-Track Section 102 options and/or RSUs" granted to the Grantee and/or
shares allocated as a result of the grant and/or exercise and/or vesting and/or any other such action, and/or the RSUs.
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5.3 |
Regarding "Trustee-Track Section 102 options and/or RSUs", subject to the conditions of Section 102 of the Ordinance, a Grantee shall not sell or transfer from the Trustee shares and/or RSUs that were allocated as a result of a grant
and/or exercise and/or vesting of "Trustee-Track Section 102 options and/or RSUs" and/or shares and/or RSUs which were allocated as a result of exercise of rights, including bonus shares, until the expiry of the Lockup Period. If such sale
or transfer takes place during the Lockup Period notwithstanding the foregoing, the Grantee shall be subject to sanctions under Section 102 of the Ordinance.
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5.4 |
The Grantee shall sign an undertaking as required within the provisions of Section 102 upon receipt of "Trustee-Track Section 102 options and/or RSUs".
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6. |
Reserved Shares, Limits
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|
6.1 |
The Company will retain an amount of 12,300,000 shares of the Company in its authorized and unissued equity to be allocated under the Plan and other compensation plans that it may choose to implement in the future, subject to adjustments
as a result of changes in the Company's capital, as set forth in Section 8 below. Such shares that remain authorized but are not allocated, and do not underlie options and/or RSUs on the date of termination of the Plan, will no longer be
retained for the needs of the Plan, however until that time, the Company will retain a sufficient number of shares at all times in accordance with the needs of the Plan. If options granted in accordance with the Plan expire or are canceled
prior to the date of vesting and/or exercise, or the Grantee waives the grant and/or exercise of the aforementioned options, the shares and/or RSUs that were not granted and/or purchased pursuant to the options will be available to the Plan
and can be used, including for reallocation to other Grantees.
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6.2 |
The granting of options and/or RSUs to a Grantee in accordance with the Plan will be made through a written options agreement and/or RSU agreement between the Company and the Grantee in the form approved by the Board of Directors from
time to time. Each options agreement and/or RSU agreement shall specify, inter alia, the number of options and/or RSUs, the type of options and/or RSUs granted and the relevant tax track -
"Capital-Gains-Track Options and/or RSUs", "Income-Tax-Track Options and/or RSUs", "Non-Trustee-Track Section 102 options and/or RSUs" or Section 3(i) options and/or RSUs, vesting dates, the exercise price per underlying share, the
expiration date of the options and other conditions as may be determined by the Board of Directors.
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7. |
Option Exercise Price
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|
7.1 |
The exercise price of each underlying share shall be determined by the Board of Directors at its sole discretion in accordance with the provisions of the law. The exercise price for each Grantee shall be determined in the options
agreement to be signed between the Grantee and the Company.
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|
7.2 |
The exercise price will be paid on the date of exercise of the options in a manner to be determined by the Board of Directors, including in cash or by check or through an exercise-and-sale mechanism via broker. The Board of Directors
shall have the authority to postpone the payment date on the conditions that it determines.
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|
7.3 |
The exercise price determined by the Board of Directors, at its sole discretion and in accordance with the provisions of the law, will be denominated in the main currency used in the economic environment of the Company or Grantee (i.e.
the Company's functional currency or the currency in which the employee is paid), as will be determined by the Company.
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|
7.4 |
Without derogating from the generality of the above, and subject to the payment of tax owed by the Grantee, the Compensation Committee or Board of Directors will have the authority to allow or determine that the Grantees under the Plan
shall exercise the options, in whole or in part, through a net exercise mechanism, according to which the Grantee will be entitled to receive shares that reflect the bonus component inherent in the exercised options according to the formula
below in exchange for payment of the par value of the shares only. For the avoidance of doubt, it is hereby clarified that under this exercise method, the options are exercisable for the amount of shares that reflects only the bonus
component. The Grantee will not pay the exercise price, which will rather be used solely for the purpose of calculating the bonus component.
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8. |
Adjustments
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|
8.1 |
In the case of a Transaction, and without detracting from the general discretion which allows the Board of Directors to determine the treatment of all options in the case of a Transaction, the Board may, but is not obligated to,
determine any of the following: (1) any options granted under the Plan that have not yet vested and/or been exercised, shall be exchanged or converted for options and/or shares or any other security of the Acquiring Company (or its parent
or subsidiary) distributed to the Company’s shareholders in connection with the Transaction in return for their shares of the Company, in accordance with the number of shares under the options agreement. Appropriate adjustments shall be
made to the amount of shares subject to the grant and the exercise price per share reflecting such event, with all other terms of the options agreement to be unchanged, including vesting dates, all as determined by the Board of Directors
whose decision shall be exclusive and final; (2) options under the Plan may be purchased for monetary consideration under the terms of the transaction; (3) Any options that have not yet vested or have not yet been exercised on the date of
the transaction, will expire and be revoked and will not be valid after the Transaction.
|
|
8.2 |
For the purposes of Section 8.1 above, the options will be deemed to be exchanged or converted if, following the Transaction, the options grant the right to purchase or receive, in respect of any shares underlying the options immediately
before the Transaction, the consideration (whether shares, options, cash or securities or other property) to be received in the Transaction by the shareholders in respect of each share held on the Transaction record date (and if such
holders were given a choice as to the consideration, then the type of consideration chosen by the holders of the majority of shares); provided that if such consideration received in the case of a Transaction is not in ordinary shares (or
their equivalent value) of the Acquiring Company (or its parent company or subsidiary) whose market value equals the price per share received by holders of the majority of shares in the Transaction; subject to the authority of the Board of
Directors to determine, at its discretion, that in such a case of exchange or conversion of options into options of the Acquiring Company, such options shall be exchanged for any other type of asset, including cash, fairly under the
circumstances.
|
|
8.3 |
In the event of dissolution, liquidation or insolvency of the Company, options under the Plan that have not yet vested and/or been exercised will expire immediately prior to the completion of the dissolution or liquidation of the
Company. Should the Company enter voluntary liquidation when there are options under the Plan that have not yet vested and/or been exercised, the Company will give notice of the decision to all option holders in the manner in which the
Company sees fit.
|
|
8.4 |
In the event of a change in the issued share capital of the Company by way of a dividend in shares (bonus shares), a split, consolidation or exchange of shares, change in the Company's capital structure or any similar event by or of the
Company, then the number and type of shares exercisable as a result of the exercise of options granted under the Plan, and their exercise price, will be adjusted proportionately in order to preserve the proportional amount of shares and
their total exercise price. Adjustments following an offering of rights to purchase shares will only be made if the terms of the offer are based on a share price lower than the price of the Company’s shares on the stock exchange on the
offer date, as in this case the adjustments described above will be based on the inherent benefit in the rights offering, relative to the share price on the stock exchange at that time. Upon any of the aforementioned events, the type and
cumulative number of shares that can be issued under the Plan (as set out in Section 6 above), will be adjusted in a similar manner, all as determined by the Board of Directors whose decision will be final.
|
|
8.5 |
Adjustments for the Distribution of Cash Dividends: If the Company distributes cash dividends to its shareholders, in the period following the grant of options under the Plan to Grantees, but before they expire, the exercise price for
each unexercised option will be reduced prior to the dividend distribution record date, and will be adjusted according to the accepted mechanism for dividend adjustment on the TASE, all subject to approval from the tax authorities as
required.
|
|
8.6 |
The provisions of this section above shall also apply to RSUs, mutatis mutandis.
|
9. |
Terms of Options and/or RSUs, Purchase and Exercise
|
|
9.1 |
Grantees who wish to exercise their options shall give written notice to the Company or its representative, in the form and format determined by the Company and, if necessary, by the Trustee in accordance with the requirements of Section
102. The exercise shall be effective upon receipt of the exercise notice by the Company and/or its representative, and payment of the exercise price, if required, at the Company's offices or to its representative. In the notice, the Grantee
will specify the number of shares underlying the options that the Grantee wishes to exercise. Likewise, the Grantee will attach all other documents that require the Grantee’s signature as a condition for the exercise of the option, as
specified in the Plan and the grant and/or allocation agreement and as decided by the Board of Directors.
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|
9.2 |
Options will expire if not previously exercised at the earliest date of: (1) the expiration date set out in the grant and/or allocation agreement; (2) Expiration of the period in the cases specified in Section 9.5 below or Section 8
above.
|
|
9.3 |
Options can be exercised by the Grantee in full at any time or in parts where possible, from time to time, and as long as the option vesting date has passed and the expiration date has not passed, and provided that, subject to the terms
of Section 9.5 below, the Grantee is employed by or provides services to the Company or an affiliate throughout the period from the grant of options until the exercise of the options, all unless otherwise stated in the agreement provided to
the Grantee and subject to restrictions on trading the Company's securities.
|
|
9.4 |
Subject to Section 9.5 below, if the Grantee ceases to be an employee or to provide services to the Company or an affiliate, the Grantee’s options will expire immediately if unvested, not exercised and/or shares were allocated for them
prior to the termination of the relationship. Notice of termination of employment or services shall be deemed to terminate such relationship (hereinafter: "Relationship Termination Date"). For the
avoidance of doubt, in the event of termination of employment or services, options unvested on the Relationship Termination Date will not vest and will not be exercisable.
|
|
9.5 |
Without derogating from the above and unless otherwise provided in the Grantee’s grant and/or allocation agreement, the Grantee may exercise options granted to the Grantee under the Plan for an additional period subsequent to the
Relationship Termination Date, only with respect to options that had vested as of the Relationship Termination Date as per the vesting periods of the options, all in accordance with the cases detailed below:
|
|
9.6 |
For the avoidance of doubt, Grantees will not have the rights granted to Company shareholders with respect to shares received by virtue of grant and/or exercise of the options, nor will they be considered holders of a type of shares or
creditors of the Company for purposes of Sections 350 and 351 of the Companies Law, until they are registered as a shareholder in the Company's shareholders' register after the shares have been allocated pursuant to the grant and/or
exercise of the share option subject to the terms of the Plan, however in the case of options and/or shares held by a Trustee, then subject to the provisions of Section 5 of the Plan.
|
|
9.7 |
The options agreement and/or RSUs approved pursuant to the Plan may include other additional terms, at the discretion of the Board from time to time.
|
|
9.8 |
Regarding "Trustee-Track Section 102 options and/or RSUs," upon termination of the relationship between the Company or an affiliate and the Grantee, the Grantee will provide the Company with a surety or guarantee of payment of the tax
applicable on the date of sale of the shares and/or RSUs, all in accordance with the provisions of Section 102 of the Ordinance.
|
|
9.9 |
The provisions of Sections 9.1 to 9.8 above shall also apply to RSUs, mutatis mutandis.
|
|
9.10 |
The agreement to grant RSUs between the Company and the Grantee shall be in the form approved by the Board of Directors, which may be general wording or specific to certain Grantees.
|
|
9.11 |
Purchase Price: The purchase price for each Grantee shall be the par value of the shares, unless otherwise determined by the Board of Directors.
|
|
9.12 |
Vesting: RSUs will vest over a service period as detailed in the grant agreement.
|
|
9.13 |
Automatic exercise of RSUs: Immediately upon the vesting of an RSU or at any other date to be determined by the Board of Directors in the grant agreement (a determination which will not be subject to shareholder approval unless
required by applicable law), the RSUs will be automatically be exercised for shares (an “Automatic Exercise”). Unless otherwise determined by the Board of Directors, at the time of exercise of any RSU
into shares, Grantees shall pay the Company the par value of the exercise shares to which they are entitled, by offsetting and withholding the purchase price multiplied by the number of exercise shares from any sum to which the Grantee is
entitled, including, non-exclusively, wages, commissions, severance pay, etc. Notwithstanding the foregoing, the Company reserves the right, in its sole discretion, to determine at any time that the Grantee will not pay the purchase price
of the RSUs, in which case the Company will act in accordance with the provisions of the Companies Law.
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|
9.14 |
Subject to there being no legal or Company policy obstacle, after the RSU exercise date, and without the need for notification from the Grantee on the date of Automatic Exercise, the Company will allocate the exercise shares to the
Grantee or Trustee, as the case may be.
|
|
9.15 |
Voting and distribution rights: It is clarified that the Grantee will not have voting rights and/or distribution rights, including the distribution of dividends, until the date of granting the exercise shares to the Grantee.
|
10. |
Cash Dividend
|
11. |
Limitation of Transferability of Options and/or Shares and/or RSUs
|
12. |
Plan Period
|
13. |
Changes to or Termination of the Plan
|
14. |
Applicable Rules
|
15. |
Ongoing Employment and One-Time Benefit
|
|
15.1 |
No provision contained in this Plan and in the option agreement and/or RSU agreement with the Grantee should be construed as an undertaking and/or consent of the Company and/or any affiliate to continue to employ the Offeree, nor shall
any provision in the agreement and/or the Plan be construed as granting the Grantee any right to continue to be employed or to provide services to the Company and/or its affiliates, or to limit the right of the Company and/or its affiliates
to terminate the employment of any Grantee at any time.
|
|
15.2 |
The granting of options and/or RSUs is a special and one-time benefit which will not be considered for any intents or purposes as part of the Grantee's salary, including for the purpose of calculating social benefits and severance pay.
|
16. |
Applicable Law and Jurisdiction
|
17. |
Taxation and Other Arrangements Relating to the Transfer of Shares and/or RSUs to the Grantee
|
|
17.1 |
The Grantee alone will bear all tax liabilities in respect of granting and exercising options and/or RSUs under the Plan, the sale of shares exercised from options and/or RSUs or in respect of any other action related to the options
and/or RSUs (of the Company, and/or any affiliates and/or Trustee and/or Grantee). The Company and/or its affiliates and/or the Trustee will deduct all taxes, including withholding tax, in accordance with all laws, regulations and rules.
The Grantee agrees to indemnify the Company and/or its affiliates and/or the Trustee and exempt them from any liability regarding the payment of such taxes, interest and fines and any other payment, including charges arising from the need
to withhold tax or failure to withhold tax from any payment transferred to the Grantee.
|
|
17.2 |
The Company and/or the Trustee, as the case may be, will not transfer shares to the Grantee until all mandatory payments as aforesaid have been paid in full.
|
|
17.3 |
In the event of the death of the Grantee, this section shall apply to the legal heirs of the offspring, mutatis mutandis.
|
18. |
Non-Exclusivity of the Plan
|
19. |
Multiplicity of Agreements
|
|
1. |
Compensation Policy Purpose
|
|
1.1 |
Increasing officeholder motivation to promote the Company's business and long-term profitability;
|
|
1.2 |
Structuring the considerations of the relevant Company organs, with respect to determining the terms of office and employment of the Company's officeholders, on the basis of defined principles and parameters, taking into account the size
of the Company, the nature of its operations, and its risk management policy; and
|
|
1.3 |
Setting parameters for the adequacy of the equivalence between the contribution of the officeholder, in accordance with his/her position in the Company, and the achievement of the Company's objectives and its long-term profitability.
|
|
2. |
Definitions
|
|
3. |
Validity and Applicability of the Compensation Policy
|
|
3.1 |
This Compensation Policy will apply to officeholders of the Company only and will be valid for three years from the date approved by the general meeting of the Company's shareholders. Changes to the Compensation Policy will be brought
for approval in accordance with the law as then applicable. The Company has the right to change the Compensation Policy at any time, in accordance with the provisions of the law.
|
|
3.2 |
The various components of the specific Terms of Office and Employment for Company officeholders shall be agreed upon between the Company and the officeholders individually and approved by the competent Company organs in accordance with
the provisions of the law and subject to the Compensation Policy.
|
|
3.3 |
Compensation for an officeholder within the limits set forth in this Compensation Policy shall not be considered a deviation from the provisions of the Policy, as defined by the Companies Law.
|
|
3.4 |
It should be emphasized that the Compensation Policy and the principles and parameters set forth therein do not confer any right on anyone, particularly Company officeholders, employed by the Company and/or by its controlled companies.
|
|
4. |
Supervision and Control of Officeholder Compensation
|
|
4.1 |
The Company's Board of Directors is responsible for the Compensation Policy and its implementation and for all necessary actions to that purpose, including the authority to interpret the provisions of the Compensation Policy in any case
of doubt as to the manner of its implementation.
|
|
4.2 |
Without derogating from the provisions of Section 3.1 above regarding the applicability of the Compensation Policy, the Company's Board of Directors will consider to what degree the Compensation Policy correlates with the objectives set
out in Section 1 above, at least once per year, and in particular if there is a material change in circumstances that existed at the time of determination or other considerations, and will act to update the Policy as needed.
|
|
4.3 |
Without derogating from the role of the Compensation Committee by law, the Compensation Committee will oversee the proper implementation of the Compensation Policy, in order to ensure that it is implemented in accordance with the
Compensation Policy objectives, principles and parameters set therein.
|
|
4.4 |
The Company's Board of Directors shall periodically, but at least once a year, review the Company's continued engagement in relation to the Terms of Office and Employment of the Company's officeholders, taking into account the principles
of the Compensation Policy and the need to make changes in such engagements.
|
|
5. |
Guiding Principles for Examining and Determining Terms of Service and Employment for Company Officeholders
|
|
5.1 |
Economic Considerations
|
|
◾ |
Promoting the Company's long-term goals, work plans and policies;
|
|
◾ |
Ensuring fair compensation for officeholders, in order to strengthen the bond with them and incentivize them to be partners in the Company’s success; and
|
|
◾ |
The salary alternatives offered in the market for a person with the same or similar qualifications of the officeholder in question, and the Company's capabilities to retain existing personnel and competitively recruit new personnel.
|
|
5.2 |
Unique Company Considerations
|
|
◾ |
Maintaining the Company’s financial strength, while improving and expanding the scope of its operations, where possible;
|
|
◾ |
The need for high-quality personnel with experience in the Company's operations to ensure the Company's achievement of its assignments. It should be clarified that at this stage, the Company's activities amount to locating business
opportunities in the field of real estate, especially in the field of gas stations;
|
|
◾ |
Ensuring adequate compensation to assist in retaining existing Company officeholders and recruiting new high-quality officeholders;
|
|
◾ |
Maintaining transparency and fairness to the Company's shareholders and other securities holders.
|
|
5.3 |
Officeholder's Details and Suitability for Position
|
|
◾ |
Suitability to the requirements of the job and its responsibilities;
|
|
◾ |
His/her education, professional skills and expertise, as required;
|
|
◾ |
His/her experience, relevant professional achievements, both in the current and previous positions in the Company and/or its controlled corporations and/or elsewhere; and
|
|
◾ |
His/her expected contribution to advancing the Company’s interests.
|
|
6. |
Overall Compensation Limits and Structure
|
|
A) |
Base salary or Fixed Compensation;
|
|
B) |
Benefits and ancillary terms;
|
|
C) |
Insurance and indemnity undertakings and indemnity by permit for an officeholder's liability;
|
|
D) |
Equity Compensation; and
|
|
E) |
Variable Compensation.
|
|
6.1 |
Fixed Compensation
|
|
6.1.1 |
Fixed Compensation Determination Considerations
|
|
6.1.2 |
General Conditions
|
|
6.1.3 |
Fixed Compensation Limits
|
|
6.1.4 |
Benefits and Ancillary conditions
|
|
6.2 |
Variable Compensation
|
|
◾ |
Conditioning some officeholder compensation upon achieving business goals and objectives which will bring maximum value to the Company's shareholders over the long term, and create a common interest for officeholders and shareholders;
and
|
|
◾ |
Increasing officeholder motivation to achieve Company goals over time.
|
|
6.2.1 |
Short-Term Variable Compensation - Annual Grant
|
|
6.2.2 |
Principles
|
|
◾ |
Defining the target grant - a grant paid for meeting pre-defined milestones for each officeholder - in terms of multiples of the monthly salary. The scope of the target grant will not exceed the maximum grant listed in the table below.
|
|
◾ |
The target grant will be the same for all officeholders at the same rank and shall not exceed the maximum grant limit in terms of salary months listed in the table below:
|
Rank
|
Maximum Grant (by number of salary months)
|
CEO
|
6 months
|
Other officeholder
|
3 months
|
|
◾ |
For the avoidance of doubt, this Compensation Policy does not preclude a decision at any time regarding the provision of ad hoc compensation up to the amount of two monthly salaries. It is hereby
clarified that the total discretionary grant to be paid to a Company officeholder shall not cumulatively exceed 3 months' salary.
|
|
◾ |
Beyond the target grant, the Company may determine an overachievement grant (in terms of monthly salary multiples), which, together with the target grant, will not exceed the maximum grant scope specified in the table above, which will
be paid to an officeholder who has achieved significantly higher results from those set.
|
|
◾ |
The indices according to which the grant will be calculated for each officeholder and their relative weights: The indices will include Company indices, personal indices and manager's assessment. Officeholders' performance will be
assessed on a long-term basis, including at least one calendar year.
|
|
◾ |
Personal indices will include measurable components that are directly affected by the activities of each officeholder or those of the department of which he/she is in charge.
|
|
◾ |
The manager's evaluation will be performed on the basis of pre-defined milestones for each officeholder. The percentage of compliance with the target according to the manager's evaluation will be weighted as part of the total percentage
of target achievement, at 10%-20%.
|
|
◾ |
For the avoidance of doubt it is hereby clarified that the total discretionary Variable Compensation, for example manager’s evaluation and ad hoc grants, will not cumulatively exceed 3 months’
salary for the relevant officeholder.
|
|
6.2.3 |
Determination of Grant Budget
|
|
6.2.4 |
Actual Grant Approval Process
|
|
◾ |
The degree of the officeholder's contribution to the development of the Company's business beyond his/her specific responsibility;
|
|
◾ |
The quality and speed of the officeholder's response to crises and unexpected events; and
|
|
◾ |
The officeholder’s overall managerial performance, motivating employees and leadership.
|
|
6.2.5 |
Possibility of Reimbursement of Sums From a Grant Paid to Officeholders
|
|
6.2.6 |
Short-Term Variable Compensation - Commissions
|
|
6.3 |
Long-Term Variable Compensation - Equity Compensation
|
|
6.3.1 |
The Equity Compensation Tool
|
|
◾ |
Maximum number of options and/or RSUs to be allocated and the dilution percentage resulting from this allocation;
|
|
◾ |
The exercise price of the options and/or RSUs - the exercise price will be determined by the Company's Board of Directors.
|
|
◾ |
The vesting period of the options and/or RSUs - the options and/or RSUs will vest in tranches, over a period that will be no less than three years until full vesting, except as stated below in case of acceleration due to departure from
the Company or change of ownership;
|
|
◾ |
The possibility of conditioning some or all of the vesting of the options and/or RSUs, of some officeholders, upon the achievement of targets to be determined at the time of allocation;
|
|
◾ |
Expiration date of the options and/or RSUs - this date shall be no earlier than one year after the vesting of each tranche but not more than 10 years from the date of allocation;
|
|
◾ |
Terms upon leaving the Company (due to dismissal, resignation and death or disability) and a change of ownership; and
|
|
◾ |
The exercise price of options will not be in the money at the date of option grant to the relevant officeholder. The above provision shall not apply to RSUs.
|
|
6.3.2 |
Allocation
|
|
6.3.3 |
Exercise
|
|
7. |
Variable Compensation to Fixed Compensation Ratio
|
|
8. |
Exculpation, Indemnity and Insurance
|
|
9. |
Terms of Termination of Office
|
|
10. |
Compensation of the Board of Directors
|
|
10.1 |
An active director shall be entitled to Terms of Office and Employment in accordance with Sections 6-10.1 above, as specified in relation to an "Other Officeholder".
|
|
10.2 |
Directors, including independent directors and external directors, shall be entitled to compensation in accordance with the Compensation Regulations, i.e. maximum annual compensation (including Equity Compensation) and meeting
participation compensation according to the Compensation Regulations, as per the Company's shareholders’ equity rank from time to time, as set out in the Compensation Regulations.
|
|
10.3 |
Company directors may be entitled to the D&O liability insurance, exculpation and indemnity agreements as set forth in Section 8 above.
|
|
1. |
Interpretation; Effectiveness
|
|
1.1. |
The preamble to this Agreement is an integral part of this Agreement.
|
|
1.2. |
The headings in this Agreement are for convenience and reference only and are not part of this Agreement nor may serve for the interpretation and are not part of the substance of this
Agreement nor may serve for the interpretation thereof.
|
|
1.3. |
The effectiveness of this Agreement is subject to the Company’s obtaining all required internal authorizations, as legally required (including from its Board of Directors and
shareholders’ meeting). The date in which such authorizations are obtained shall be referred to herein as the “Effective Date”.
|
|
2. |
Scope of Engagement
|
|
2.1. |
Subject to Section 10 hereof, the Chairman agrees to serve as the chairman of the Board of the Company and shall perform such duties as are usually assigned to an active, non- executive
chairman of the Board and will contribute to the Company for its business, from his good name and familiarity with the food and meat industry for the advancement of the Company’s Business (the “Services”).
|
|
2.2. |
The Chairman will use commercially reasonable efforts to perform the Services faithfully, diligently and to the best of Chairman’s skill and ability.
|
|
2.3. |
The Chairman will report to the Board and work with Company management in furtherance of the Services.
|
|
3. |
Representations and Warranties of the Chairman
|
|
3.1. |
He is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, and that the execution and delivery of this Agreement and the fulfillment of the terms
hereof (i) will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound; (ii) do not require the consent of any person or entity; and (iii) there are no contracts,
impediments, hindrances or restrictive covenants preventing the full performance of his duties and obligations hereunder.
|
|
3.2. |
He shall not, directly or indirectly, receive or accept any payment, commission, rebate, discount, gratuity or other benefit, in cash or in kind, from any third party in connection with
his engagement with the Company.
|
|
4. |
Representation and Warranties of the Company
|
|
4.1. |
It is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, and that the execution and delivery of this Agreement and the fulfillment of the terms
hereof (i) will not constitute a default under or conflict with any agreement or other instrument to which it is a party or by which it is bound; (ii) does not require the consent of any person or entity; and (iii) there are no contracts,
impediments, hindrances or restrictive covenants preventing the full performance of its duties and obligations hereunder.
|
|
5. |
Compensation
|
|
5.1. |
During the period commencing on the Effective Date and ending upon termination of this Agreement in accordance with the terms hereof (the “Term”),
in compensation for the performance of the Services by the Chairman, the Company shall pay the Chairman a monthly fee in the amount of USD 15,000 (the “Chairman Fee”). VAT shall be added if and to the
extent legally required.
|
|
5.2. |
In addition, the Company hereby grants to the Chairman RSUs (the “RSUs”) of the Company, in accordance with the terms of that certain Investment
Agreement, dated the date hereof.
|
|
5.3. |
The Company shall pay to the Chairman the Chairman Fee with respect to any relevant calendar month of Services during the Term, on the first day of the subsequent calendar month, to a
bank account designated by the Chairman, via wire transfer or such other instructions as the Chairman shall provide in writing from time to time and shall prepare and file any required tax and similar documents in connection with the
foregoing (other than such documents that by their nature should be filed by the Chairman personally), and provide a copy of such filings to the Chairman to the extent practicable.
|
|
5.4. |
The Chairman shall be entitled to receive prompt reimbursement of all documented out- of-pocket expenses reasonably incurred by it in connection with the performance of its duties
hereunder (such as travel, communications, hospitality, etc.) provided that any expenses above USD1,000 in aggregate per month will require the prior written approval of the Company; provided that travel and accommodation expenses in
connection with participation in Board meetings in Israel will not require such prior approval.
|
|
6. |
Term and Termination
|
|
6.1. |
This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years (subject to obtaining any required consents in accordance with applicable law),
unless extended by the Company, at the direction of the Board, and with the agreement of the Chairman, or earlier terminated by either the Company, at the direction of the Board, or the Chairman by providing the other party a ninety
(90)-day prior written notice (the “Notice Period”), for any reason whatsoever or for no reason, or until terminated with an immediate effect under any of the circumstances set forth in clauses (i) or
(ii) below (the “Special Circumstances”), provided that if the Agreement is terminated by the Company, at the direction of the Board, prior to the lapse of three (3) years from the Effective Date, for
any reason other than the Special Circumstances (including the failure to approve the appointment of the Chairman by the Company’s shareholders’ meeting), or if the Chairman terminates this Agreement for Good Reason (as defined below), then
all RSUs shall automatically become fully exercisable (subject to any restrictions pursuant to applicable law) upon such termination.
|
|
6.2. |
For the purpose of this Agreement, the term “Good Reason” shall mean, without the Chairman’s express prior written consent, the occurrence of any
of the following events: (i) a reduction following the Effective Date, in the Chairman Fee in connection with his engagement by the Company, in each case, as compared to the foregoing compensation and remuneration as of immediately prior to
such change,; (ii) a material breach by the Company of this Agreement, which is not cured (if curable) within thirty (30) days after receipt of written notice thereof from the Chairman; (iii) a diminution by the Company in the Chairman’s
position; and/or (iv) the assignment to the Chairman of additional material roles and/or duties, as compared to the roles and duties constituting the Services.
|
|
6.3. |
Notwithstanding the aforesaid, the Company shall be entitled to waive Chairman’s Services during the Notice Period or any part thereof, immediately or at any time prior to the
completion of the Notice Period. In such event, all outstanding RSUs shall continue to vest until the completion of the Notice Period.
|
|
6.4. |
Upon the termination of this Agreement, the Chairman shall promptly deliver to the Company all books, memoranda, plans, computer software, customer lists, records and data of every kind
in whatever form or medium relating to the business and affairs of the Company which are then in Chairman’s possession or control, provided, however, the Chairman shall not be required to destroy, delete or modify backup tapes or other
media made pursuant to an automated archival process in the ordinary course.
|
|
7. |
Confidential & Proprietary Information
|
|
7.1. |
The Chairman agrees that all confidential, proprietary communications, materials, files, reports, analyses, correspondence, records, lists and other documents and information related to
the Business of the Company provided by, prepared by, or made available by Company or any affiliate thereof or any person on behalf thereof to Chairman in connection with the Services (the “Company Materials”)
shall be and shall remain the exclusive property of the Company, and the Chairman shall not disclose any Company Materials to any third party. Chairman specifically agrees that he shall not, at any time following the Effective Date, without
the prior written consent of the Company, or as may otherwise be required by law or legal process, use, communicate or divulge any Company Materials to any third party. This Section 7.1 shall survive any expiration or termination of this
Agreement.
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7.2. |
Each of the Company and the Chairman agree that it or he, as the case may be, shall not make any statements, written or oral, or cause or encourage others to make any such statements
that defame, disparage or in any way criticize the business reputations, practices or conduct of the other. This Section 7.2 shall survive any expiration or termination of this Agreement.
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8. |
Relationship
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8.1. |
The Chairman shall be at all times an independent contractor for the Company and shall not be entitled to any employees’ benefits or rights. This Agreement shall not be construed to
create any relationship of employment, association, agency, partnership or joint venture between the Company and the Chairman nor shall it be construed to create any relationship other than that of principal and independent service provider
between the Company and the Chairman. The Chairman is not an employee of the Company, and the Company shall not be obligated to treat the Chairman as an employee. The Chairman shall have no power or authority to act for or bind the Company.
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8.2. |
The Chairman shall be responsible, solely and exclusively, to comply, at its own expense, with the provisions of all applicable requirements and with all laws applicable to it as a
service provider or consultant to the Company, including, without limitation, payment of and the sole liability for all taxes applicable to the compensation hereunder, excluding VAT.
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8.3. |
Concurrently herewith, the Company shall execute a Directors & Officers Indemnification and Exemption undertaking towards the Chairman in the form attached hereto as Annex 8.3.
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9. |
Law Duties; Conflicts of Interest
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10. |
Business Opportunities
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11. |
Governing Law
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12. |
Publicity. Without the prior written approval of the Chairman, the Company may
not use the name, biography, picture or other likeness or information of the Chairman on its website, marketing or advertising materials.
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13. |
Notice. All notices, requests, consents, claims, demands, waivers, and other
communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight
courier (receipt requested); (c) on the date sent by facsimile, email, or other electronic delivery (with oral or written confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent
after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the
addresses set out in this Agreement (or to such other address that may be designated by a party from time to time in accordance with this Section).
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14. |
General Provisions
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14.1. |
The Chairman may not transfer or assign, whether in whole or in part, its rights and obligations under this Agreement, without the prior written consent of the Company.
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14.2. |
This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and covenants hereof may be waived, only by a written instrument executed by all
parties. A waiver of any term or condition of this Agreement may be affected only by a written instrument executed by the party waiving compliance.
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14.3. |
The failure of any party, at any time or times, to require performance of any provision of this Agreement shall in no manner affect the right of such party, at a later time, to enforce
the same.
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14.4. |
No waiver by any party of the breach of any term or covenant, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any breach, or a waiver of the breach of any other term or covenant.
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14.5. |
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or by any other entity having competent jurisdiction, to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to
be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.
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14.6. |
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
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Company
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Chairman
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By: /s/ Sharon Fima
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By: /s/ Steven H. Lavin
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Name: Sharon Fima
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Name: Steven H. Lavin
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Title: CEO
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The Company
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Meat Tech 3D Ltd.
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The Investor
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The “Investor” shall be (a) Mr. Steven H. Lavin (the “Chairman”) or
El Capital Investments, LLC, or another entity controlled by Mr. Steven H. Lavin or in which Mr. Steven H. Lavin holds, directly or indirectly, at least 50% of the shares (to invest approximately 75% of the total Original Investment Amount
(as defined below)) and (b) Mr. Yossi Arad (the “Consultant”) or a company he holds (to invest approximately 25% of the total Original Investment Amount).
The Investor’s Options (as defined below)), RSUs and the rights under the Ratchet Mechanism set forth below, shall be freely assignable by the owner of such rights to
an affiliate of such owner. For the purpose of this Investment Agreement, a reference to an “affiliate” of a person, shall refer to a person controlling, controlled by, or under common control with such first person.
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Investment Outline
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An investment in the Company by way of issuance of 1,391,794 Company shares, and additional Investor Options in accordance with the terms set forth in this Investment Agreement.
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Share Allocation Terms and additional rights
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Investment.
The Company will issue shares to the Investor in consideration for an investment in the amount of US$1 million (the “Original Investment Amount”) at a price
per share of 2.49 NIS per share (the “PPS”) (the “Investment”).
RSUs. In consideration for the services of the Chairman as an active chairman of the Company’s board of directors and the services of the Consultant as a consultant
to the Company, the Investor shall be entitled to the following consideration, to be allocated between the Chairman and the Consultant pro- rata, in accordance with their relative investment amounts:
No. of Granted RSU’S: 1,502,743.
The RSUs shall vest in quarterly equal installments over 3 years; provided that all RSUs shall be fully exercisable immediately prior to the
occurrence of a Ratchet Trigger Event (as defined below), or an M&A Transaction, as defined below. The exercise price of each RSU shall be the minimum purchase price per shares authorized by the Tel Aviv Stock Exchange at the relevant
time (the “Minimum Price”), which Minimum Price is currently NIS 0.30.
The term “M&A Transaction” shall mean any of the following transactions (in each case, in one or a
series of related transactions), directly or indirectly: (i) merger or consolidation of the Company with or into one or more other entities, as a result of such, more than 50% of the outstanding shares of the surviving entity are held by
persons who were not holders of Company’s shares as of immediately prior to such transaction or series of transactions, or the sale of more than 50% of the share capital of the Company to another entity; or (ii) sale, transfer, lease,
irrevocable, perpetual, substantially worldwide and exclusive license or other conveyance (other than a pledge or grant of one or more security interests by the Company) of all or substantially all of the assets of the Company and/or
subsidiaries thereof.
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The term “Ratchet Trigger Event” shall mean (a) a change of the Company’s business to
any business that is not 3D printing of lab-grown meat, (b) the commencement by the Company of any liquidation proceedings or the adoption of a winding up resolution by the Company or the appointment of a receiver to the Company or a filing
by the Company of a motion for a stay of proceedings, and such actions or proceedings are not canceled within forty-five (45) days of its initiation; or (c) the Company (1) is unable or admits inability to pay its debts as they become due;
(2) is deemed to, or is declared to, be unable to pay its debts under applicable law; (3) suspends or threatens to suspend making payments on its debts.
Chairman Salary.
Chairman shall be entitled to US$15K per month plus VAT if required.
Danny Ayalon Salary. US$2.5K
per month plus VAT if required.
Ratchet Mechanism. In addition to the shares and RSUs to be issued in accordance with the foregoing, the Investor will have the option to force the Company to issue additional
shares until its Original Investment Amount is returned in accordance with the following conditions (the “Ratchet Mechanism”). The Ratchet Mechanism shall
apply separately to any Investor holding Investor Rights (as defined below) with respect to its portion of the Investor Rights and any notices and elections described below shall be made separately by or to, as applicable, each such
Investor:
3.2 During a period of three (3) years following the issuance of the shares and the RSU’s by the Company in accordance with
the foregoing (the “Ratchet Term”), the Investor shall be entitled to a ratchet protection mechanism as follows:
3.2.1 At the end of the Term or, if earlier, following the occurrence of a Ratchet Trigger Event, in case a Notice (as
defined below) has been provided, Company shall act to sell the Investor’s shares, including RSUs and Investor’s Options (collectively, the “Investor Rights”), as provided in section 3.2.4 hereunder.
In case that the aggregate amount received by the Investor in consideration for the sale of such Investor Rights that were allocated by the Company to the Investor under this Investment Agreement (collectively, together with any amounts
received by Investor in consideration for the sale of Investor Options prior to the exercise of such Investor Options plus the net profit (after tax and after deduction of the exercise price) by the Investor upon sale of Company shares
issued upon exercise of Investor Options, the “Sale Consideration”) is less than the Original Investment Amount, the Company will issue, no later than seven (7) days following a written request by
the Investor, additional Company shares to the Investor, for no additional consideration, to be sold by the Investor at market price (subject to legal and other restrictions), having an aggregate value, together with the Sale Consideration,
equal to the Original Investment Amount.
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3.2.2 The Company will issue the Investor additional Company shares for no additional consideration, as described in the
above Section 3.2.1, until the total Sale Consideration received by the Investor shall equal the Original Investment Amount, or the Investor will hold such number of shares which constitute 51% (calculated to reflect the portion held by
each Investor) of the total shares of the Company, on a fully diluted basis (and shall not issue, for a period ending 60 days following the date in which the Investor was issued shares constituting 51% (calculated to reflect the portion
held by each Investor) of the total shares of the Company, on a fully diluted basis, any additional securities or rights to convertible or exercisable to securities of the Company to any person without the Investor’s prior written consent),
in each case, subject to compliance with any legal restrictions and receipt of any consents and approvals required by law.
3.2.3 The Company shall notify the Investor as soon as possible and legally permitted prior to the occurrence of a
Ratchet Trigger Event. No later than seven (7) days following the end of the Ratchet Term or, if earlier, the date of the occurrence of a Ratchet Trigger Event, the Investor shall inform the Company (the “Notice”)
whether the Investor wishes to sell or retain its Investor Rights. If Investor provides in such Notice it wishes to retain its Investor Rights, or fails to provide such Notice within such 7-day period, the Ratchet Mechanism shall
terminate.
3.2.4 If Investor provides in the Notice that it wishes to sell its Investor Rights, then, the Company shall have 60 days
following Investor’s delivery of the Notice (the “Sale Period”), to find a purchaser for Investor Rights, in a Sale Consideration amount equal to (or exceeding) the Original Investment Amount. The
distribution of the Investor Rights may be conducted by the Company via a prospectus or by means of sale to a private investor.
3.2.5 If Company fails to find a purchaser which shall acquire the Investor Rights during the Sale Period for at least
the Original Investment Amount in accordance with Section 3.2.4 above, then following the lapse of the Sale Period, Investor shall be required to sell the Investor Rights through a qualified distributor to be engaged by the Company, subject
to legal restrictions. The distributor shall attempt to sell all the Investor Rights within a period of 60 days following the date of its engagement (“Sale by Distributor”), and only if the total Sale
Consideration received from the Sale by Distributor, together with the Sale Consideration previously received by the Investor, if any, is less than the Original Investment Amount, then the Ratchet Mechanism shall be exercised and additional
Company shares shall be issued to the Investor in accordance with Section 3.2.2 above, until the Sale Consideration received by the Investor for the sale of such additional Company shares, together with any Sale Consideration previously
received by the Investor, shall equal the Original Investment Amount, and the Sale by Distributor shall occur again in the same manner and terms set forth above. Notwithstanding the foregoing, following the expiration of the period for the
Sale by Distributor, the Investor shall be entitled to notify the Company that it chooses to receive such number of shares which constitute 51% (calculated to reflect the portion held by each Investor) of the total shares of the
Company, on a fully diluted basis, and upon delivery of such notice, the Investor shall no longer be required to attempt to sell (directly or through another person, including the Company) any such share and the Company shall issue such
shares in accordance with Section 3.2.2.
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3.2.6 Notwithstanding the foregoing, the Company shall, prior to the issuance of any shares pursuant to the Ratchet
Mechanism approach the Tel Aviv Stock Exchange (“TASE”) and obtain the TASE’s approval for such issuance, in a manner that shall comply with any legal requirements at the time of such issuance,
including with respect to the Minimum Price (and the Company undertakes toward the Investors to take any reasonable actions in order to allow the performance of its obligations hereunder while complying with such legal undertakings), and
the Investors shall pay for each such issued share of the Company, the Minimum Price. The Company further undertakes that if the Company share price as of immediately prior to the issuance of shares pursuant to the Ratchet Mechanism shall
be less than NIS 1.00 per Company share, the Company shall consolidate its share capital (i.e., a share consolidate or a reverse share split), so that the price per Company share shall equal or exceed NIS 1.00, and if the Reatchet Mechanism
would require issuance of Company shares which will result in the Investors holding at least 51% of the Company’s shares capital on a fully diluted basis, calculated immediately following such issuance, then, prior to such issuance, the
Company shall consolidate its share capital so that the number of shares of the Company, on a fully diluted basis, shall equal 1,000,000 shares.
3.2.7 The Ratchet Mechanism shall be cancelled (with respect to any Investor) following the occurrence of any of the
following events:
3.2.7.1 Any sale during the Ratchet Term by such Investor of any of the Investor Rights at a price per Company share which is
less than the PPS.
3.2.7.2 Additional Listing (as defined below) of Company shares in a leading foreign stock exchange (such as the NYSE, NASDAQ,
or London Stock Exchange (not including the AIM) (a “Leading Foreign Exchange”) where all Investor RSUs are converted to Company shares listed for public trading in such Leading Foreign Exchange (the
Investor acknowledges that the Company is currently considering listing its shares in the NASDAQ).
3.2.7.3 Such time the Company raises from the public or an unrelated 3rd party an amount equal to 5 times the
Original Investment Amount at an average price per share higher by 70% or more than the PPS.
3.2.7.4 Such time the Company’s shares are traded 70% higher than the PPS - for 30 consecutive trading days (at an average
minimum volume of NIS 200,000).
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Investor Option
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Concurrently with the delivery of the Investment amount, the Company will issue to the Investor options exercisable to 8,040,382 Company shares, for an exercise price
of NIS 3.36 per option (the “Investor Options”). The exercise period for the Investor Options will be 13 months from the date of grant, and such Investor Options shall be accelerated (i.e., will be
required to be exercised or otherwise shall be terminated) immediately prior to the listing of the Company’s shares for public trading in a Leading Foreign Exchange. The Investor Options shall be subject to a grant letter to be entered into
between the Company and the Investor, in the form attached hereto as Exhibit A. The shares issuable upon exercise of the Investor Options shall not be subject to a proxy.
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3. Mr. Steven H. Lavin will be appointed Chairman of the Board of Directors of the Company and shall enter into a
directorship agreement, and Mr. Danny Ayalon from SR shall serve as an additional director on the Chairman’s behalf and on behalf of SR.
4. The Chairman will contribute to the Company for its business, from his good name and familiarity with the food and meat
industry for the advancement of its business development.
5. The Company will not incur any debt (provided that this Section 5 shall not refer to any convertible debt that can be
converted into Company’s ordinary shares at any time, at the Company’s discretion or to any loan proceeds which are kept in a restricted account and cannot be used by the Company other than following the conversion into equity), except with
the approval of the Investor (any decisions or notices by the Investor in connection with the foregoing shall be delivered jointly by Mr. Steven H. Lavin and Mr. Yossi Arad) and a decision by a majority of the Company’s board of directors.
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Representations and Warranties of the Company
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The Company hereby represents, warrants and undertakes to the Investor the following, and acknowledges that the Investor is entering into this
Investment Agreement in reliance thereon:
1.1. Organization. The Company is an Israeli public company, duly organized and validly existing under the laws
of the State of Israel. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted.
1.2. Authority. The Company has requisite corporate power and authority to enter into, execute, deliver
and perform this Investment Agreement, to bind itself hereunder, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
1.3. Authorization. Subject to the convening of a shareholders meeting, and approval of the transactions
contemplated hereby by the Company’s shareholders, all corporate actions on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Investment Agreement and the
performance of all of the Company’s obligations hereunder have been taken prior to the date hereof, and they constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms.
1.4. Valid Issuance. The Company shares, the RSUs, the SR Options and the Investor Options, when issued or
granted in accordance with the terms hereunder, shall be duly authorized and granted, and with respect to the Company’s shares and RSUs issued hereunder and any shares underlying the SR Options and Investor Options, validly issued, fully
paid and non- assessable, and shall be free of all liens, charges, encumbrances, or any other third-party rights (the “Liens”) and shall be free of any restrictions on transfer other than restrictions
on transfer under the Company’s articles of association and under applicable law.
1.5. Share Capital
(a) The registered share capital of the Company as of the date hereof is NIS 1,000,000,000,
divided into 1,000,000,000 ordinary shares.
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(b) The Company has 50,708,009 ordinary shares issued and outstanding and options and Restricted Share Units exercisable to
17,363,395 ordinary shares, in each case, as of the date hereof.
(c) The issued and outstanding shares of the Company immediately prior to the date hereof have been duly authorized
validly issued, are fully paid and non-assessable, were issued in accordance with applicable corporate and securities laws and were issued free of all Liens, and were not issued in violation of any pre-emptive, anti- dilution or other
similar rights.
(d) Other than as contemplated in or as a result of this Investment Agreement and as set forth in clause (b) above, no
person or entity has any agreement, option, right (including without limitation, conversion rights, preemptive rights and rights of first refusal) or warrant for the subscription, allotment, issue or purchase of any of the Company’s shares
or other securities of the Company, nor is the Company a party to any undertaking towards any person or entity, regarding issuance or sale of any shares or other securities of the Company.
(e) The issuance or grant of the shares, RSUs, SR Options or Investor Options hereunder or the exercise of the SR
Options or Investor Options will not trigger any anti-dilution or pre-emptive rights which have not been either waived or fully satisfied.
(f) The Company is not subject to any outstanding or conditioned repurchase obligation of any of the securities issued
by it and no security issued by the Company is redeemable by its terms.
(g) To the Company’s knowledge, there are no agreements, understandings, trusts or other collaborative arrangements or
understandings concerning the shares of the Company, including any voting agreement granting them any special voting or veto rights.
(h) The Company has not granted or agreed to grant any registration rights, with respect to its presently outstanding
securities or any securities that may hereafter be issued, to any person or entity.
1.6. Non-Contravention The execution, delivery and performance by the Company of this Investment Agreement and
the consummation of the transactions contemplated hereby do not and will not (a) contravene or conflict with the organization documents of the Company, (b) contravene or conflict with any applicable law or judgment, decree, order, ruling,
subpoena or verdict (whether temporary, preliminary or permanent) entered, issued, made or rendered by any court, administrative agency, arbitrator, governmental authority or other tribunal of competent jurisdiction, binding upon or
applicable to the Company, (c) require notice, breach, conflict with or constitute a default under, or impair the rights of the Company, give rise to a right of termination, suspension, cancellation or amendment of any right of the Company,
or acceleration or any adverse amendment of any obligation of the Company, or to a loss of any benefit to which the Company is entitled, or accelerate any obligation of the Company or increase or impose any liability on the Company, in each
case under any provision of any contract, agreement or arrangement, binding upon the Company or by which any of the Company’s assets or properties are bound or subject, or any permit of the Company, or (d) result in the creation or
imposition of any Lien on any assets or properties of the Company.
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Representations and Warranties of the Investors
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Each Investor hereby represents, warrants and undertakes, as to itself only, severally and not jointly with the other Investor, to the Company the
following, and acknowledges that the Company is entering into this Investment Agreement in reliance thereon:
1.1. Organization. The Investor is duly organized and validly existing under the laws of the country of its
organization, and has all the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted.
1.2. Authority. The Investor has requisite corporate power and authority to enter into, execute, deliver and
perform this Investment Agreement, to bind itself hereunder, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
1.3. Authorization. All corporate actions on the part of the Investor, its officers, directors and shareholders
necessary for the authorization, execution and delivery of this Investment Agreement and the performance of all of the Investor’s obligations hereunder have been taken prior to the date hereof, and they constitute valid and legally binding
obligations of the Investor, enforceable in accordance with their respective terms.
1.4. Non-Contravention The execution, delivery and performance by the Investor of this Investment Agreement and
the consummation of the transactions contemplated hereby do not and will not (a) contravene or conflict with the organization documents of the Investor, (b) contravene or conflict with any applicable law or judgment, decree, order, ruling,
subpoena or verdict (whether temporary, preliminary or permanent) entered, issued, made or rendered by any court, administrative agency, arbitrator, governmental authority or other tribunal of competent jurisdiction, binding upon or
applicable to the Investor, (c) require notice, breach, conflict with or constitute a default under, or impair the rights of the Investor, give rise to a right of termination, suspension, cancellation or amendment of any right of the
Investor, or acceleration or any adverse amendment of any obligation of the Investor, or to a loss of any benefit to which the Investor is entitled, or accelerate any obligation of the Investor or increase or impose any liability on the
Investor, in each case under any provision of any contract, agreement or arrangement, binding upon the Investor or by which any of the Investor’s assets or properties are bound or subject, or any permit of the Investor, or (d) result in the
creation or imposition of any Lien on any assets or properties of the Investor.
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Confidentiality
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No party shall disclose the existence or the terms of this Investment Agreement to any person other than its respective officers, employees, directors and professional
advisors (provided that each party shall be responsible for any action or omission of such persons in contradiction to the confidentiality provisions of this Investment Agreement) without the written consent of the other party. The Company
shall not make any public disclosure with respect to this Investment Agreement or the transactions contemplated hereby without first delivering a copy of such disclosure to the Investor Group and receipt of its approval for the content
thereof.
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Governing Law
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This Investment Agreement shall be governed in all respects by the laws of the State of Israel. Any claim, dispute or controversy arising out of
or in connection with this Investment Agreement, shall be subject to the sole jurisdiction of the applicable court in Tel Aviv, Israel.
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Reimbursement of Expenses
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The Investment shall be used, among others, to reimburse the Investor for cost and expenses of legal counsel (up to an amount of $35,000), to be
paid upon the consummation of the Investment upon receipt of an invoice.
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Whereas, |
the Company wishes to engage the services of the Consultant as an independent consultant, and the Consultant agrees, subject to the terms and conditions set forth herein; and
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Whereas, |
the Consultant represents that he has the knowledge, experience and ability necessary to provide the Services (as defined below), all in accordance with the terms of this Agreement.
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1. |
INTERPRETATION
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1.1. |
The preamble to this Agreement is an integral part of this Agreement.
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1.2. |
The headings in this Agreement are for convenience and reference only and are not part of this Agreement nor may serve for the interpretation and are not part of the substance of this Agreement nor may serve for the interpretation thereof.
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1.3. |
The effectiveness of this Agreement is subject to the Company’s obtaining all required internal authorizations, as legally required. The date in which such authorizations are obtained shall be referred to herein as the “Effective Date”.
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2. |
THE SERVICES
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2.1. |
The Services. The Consultant shall provide the Company with the following services (the “Services”):
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2.1.1. |
Identify and/or introduce to the Company prospective investors and, to the extent so requested by the Company, assist in the negotiations with such investors.
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2.1.2. |
Identify and/or introduce to the Company prospective commercial and business partners and, to the extent so requested by the Company, assist in the negotiations and/or engagement with such business partners; and
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2.1.3. |
Advise the Company with respect to its business and activities, as shall be requested by the Company.
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2.1.4. |
In connection with the foregoing, the Consultant and its representatives, including Mr. Danny Ayalon, will make themselves reasonably available and participate in meetings, calls, video conferences and presentations.
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2.2. |
Representations and Warranties of the Consultant. Consultant represents and warrants to the Company as follows:
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2.2.1. |
It is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, and the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) will not constitute a default under or conflict
with any agreement or other instrument to which he is a party or by which he is bound; (ii) do not require the consent of any person or entity; and (iii) there are no contracts, impediments, hindrances or restrictive covenants preventing the
full performance of his duties and obligations hereunder.
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2.2.2. |
It shall not, directly or indirectly, receive or accept any payment, commission, rebate, discount, gratuity or other benefit, in cash or in kind, from any third party in connection with his engagement with the Company.
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2.3. |
Representation and Warranties of the Company. The Company represents and warrants to the Consultant as follows:
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2.3.1. |
It is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, and that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) will not constitute a default under or
conflict with any agreement or other instrument to which it is a party or by which it is bound; (ii) does not require the consent of any person or entity; and (iii) there are no contracts, impediments, hindrances or restrictive covenants
preventing the full performance of its duties and obligations hereunder.
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3. |
COMPENSATION
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3.1. |
SR Options. In consideration for the performance of the Services, the Company shall issue to the Consultant on the Effective Date the SR Options (the “SR Options”), as such term is defined in
that certain Investment Agreement, dated March 4, 2020, entered into by and among the Company, the Consultant and the other parties thereto (the “Investment Agreement”). The SR Options shall have the
terms and conditions set forth in the Investment Agreement.
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3.2. |
Reimbursement of Expenses. The Consultant shall be entitled to receive prompt reimbursement of all documented out-of-pocket expenses reasonably incurred by it in connection with the performance of its Services hereunder (such as
travel, communications, hospitality, etc.); provided that such expenses were approved by the Company in advance in writing.
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3.3. |
Exclusive Compensation. Without derogating from the rights of Mr. Danny Ayalon and Mr. Steven H. Lavin, both holding shares in the Consultant, to receive compensation pursuant to the Investment Agreement and any other agreement in
consideration for their services as directors of the Company (including Mr. Steve H. Lavin’s service as the chairman of the board of director of the Company), the Consultant shall not be entitled to any additional compensation and/or
remuneration for the Services other than as explicitly set forth in this Agreement.
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3.4. |
Taxes. The Consultant shall be responsible, solely and exclusively, to comply, at its own expense, with the provisions of all applicable requirements and with all laws applicable to it as a service provider or consultant to the
Company, including, without limitation, payment of and the sole liability for all taxes applicable to the compensation hereunder, excluding VAT which shall be paid by the Company.
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|
4. |
CONFIDENTIALITY AND INTELLECTUAL PROPRIETARY
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|
4.1. |
The Consultant agrees that all confidential, proprietary communications, materials, files, reports, analyses, correspondence, records, lists and other information reasonably deemed to be of nature of confidential information and documents
and information related to the business of the Company provided by, prepared by, or made available by Company or any affiliate thereof or any person on behalf thereof to Consultant in connection with the Services (the “Company Materials”) shall be and shall remain the exclusive property of the Company, and the Consultant shall not disclose any Company Materials to any third party. Consultant specifically agrees that it
shall not, at any time following the Effective Date, without the prior written consent of the Company, or as may otherwise be required by law or legal process, use, communicate or divulge any Company Materials to any third party. This Section
4.1 shall survive any expiration or termination of this Agreement.
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|
4.2. |
Each of the Company and the Consultant agrees that it shall not make any statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the business reputations,
practices or conduct of the other. This Section 4.2 shall survive any expiration or termination of this Agreement.
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|
5. |
INDEPENDENT CONTRACTOR
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|
6. |
TERM AND TERMINATION
|
|
6.1. |
Term. This Agreement shall commence on the Effective Date and shall continue until it is terminated as hereafter provided.
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|
6.2. |
Termination. The Company, at any time, and the Consultant, commencing on the eighteen (18) months’ anniversary of the Effective Date, may terminate this Agreement at any time and for any reason (or for no reason), by submitting to
the other Party a 30-day prior written notice of termination. Upon termination of this Agreement, for any reason whatsoever, Consultant shall immediately cease the performance of any of the Services. Notwithstanding the foregoing, either
Party mat terminate this Agreement at any time without any further prior notice requirement, upon a material breach by the other Party of this Agreement, which is not cured (if curable) within ten (10) days after the breaching Party’s receipt
of written notice thereof from the non-breaching Party.
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|
7. |
LIMITATION OF LIABILITY.
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|
8. |
NON-EXCLUSIVITY.
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|
9. |
MISCELLANEOUS
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|
9.1. |
This Agreement and, to the extent applicable, the Investment Agreement, constitute the entire understanding and agreements between the Parties, and supersedes all prior discussions, agreements and correspondence in each case, with regard
to the subject matters hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by all Parties.
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9.2. |
This Agreement shall be governed and construed according to the laws of the state of Israel, without reference to conflict of laws principles. Any dispute under or in connection with this Agreement shall be submitted to the exclusive
jurisdiction of the competent courts of Tel Aviv - Jaffa.
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9.3. |
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received
by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile, email, or other electronic delivery (with oral or written confirmation of receipt) if sent during normal business
hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective parties at the addresses set out in this Agreement (or to such other address that may be designated by a party from time to time in accordance with this Section).
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9.4. |
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or by any other entity having competent jurisdiction, to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.
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9.5. |
No failure, delay or forbearance of any Party in exercising any power or right hereunder shall in any way restrict or diminish such Party’s rights and powers under this Agreement or operate as a waiver of any breach or nonperformance by
either Party of any terms or conditions hereof.
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9.6. |
This Agreement may be signed in counterparts, including in electronic form (including scanned PDF), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
/s/ Sharon Fima
_____________________________
Meat Tech 3D Ltd.
By: Sharon Fima
Title: CEO & Co - Founder
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/s/ Lior Maimon
_____________________________
Silver Road Capital Ltd.
By: Lior Maimon
Title: CEO
|
Whereas |
on June 26, 2019 the Parties engaged in an agreement under which they agreed to close a two stage transaction (the “Original Transaction”), as follows: Stage 1 - investment of a total amount of NIS 7,250,000 (“Investment Amount”) by
Meat-Tech in the share capital of Therapin, and Stage 2 - merger between Meat-Tech and Therapin, by way of exchange of shares between Meat-Tech and the existing shareholders of Therapin (the “Original Agreement”); and
|
Whereas |
Stage 1 of the Original Agreement was executed and as part thereof, at the request of Meat-Tech, all the shares that Meat-Tech was eligible to receive (namely, 4,148 ordinary shares of Therapin) (the “Ophectra Shares”) were allotted to
Ophectra in return for the investment of the Investment Amount in the share capital of Therapin that was previously carried out by Meat-Tech; and
|
Whereas |
on September 26, 2019 the Parties signed an agreement under which they agreed to cancel Stage 2 of the Original Transaction and not complete the merger between them; and
|
Whereas |
the Parties now agree to cancel the Original Agreement completely, including Stage 1 of the transaction and as part of such cancellation Ophectra Cannabis will return all the Ophectra Shares to Therapin, and Therapin will return the
Investment Amount, and all in accordance with the provisions of this Agreement;
|
1. |
The Preamble to this Agreement constitutes an integral part of it. Headings of the sections are for the sake of convenience only and will not be used for the purpose of interpretation
|
2. |
At the signing of this Agreement, the actions as set out below will be executed and these provisions will take effect and the Parties undertake to act in accordance thereto, unconditionally -
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|
2.1. |
Ophectra will return to Therapin all the Ophectra Shares, which will be clear and free of any claim, debt, foreclosure, lien, pledge and any other third party right, or rights option of any kind and of any preemptive rights, right of first
refusal and tag-along rights of shareholders of Therapin, and Ophectra will sign any document required for the foregoing action to take effect.
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|
2.2. |
Meat-Tech will hand Therapin a letter of resignation signed by the director appointed by Meat-Tech in which the director will announce his resignation from the office of director of Therapin, effective immediately.
|
3. |
With regard to cancellation of Stage 1 of the transaction in the Original Agreement, Meat-Tech will be eligible for reimbursement pursuant to and subject to the following provisions -
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|
3.1. |
A total amount of NIS 40,000 will be paid on the date of signing the Agreement ("the First Installment");
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|
3.2. |
Commencing January 8, 2020 and thereafter, during a period of 119 months ("the Effective Period"), an amount of NIS 40,000 will be paid on the 1st of every month ("the Monthly Installment");
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|
3.3. |
It is hereby clarified that, despite any conflicting provision, any delay of up to 90 days in the payment of a Monthly Installment for any good reason (“Grace Period"), during the Effective Period, will not be deemed a breach of the
Agreement on the part of Therapin. Three Grace Periods will be permitted throughout the term of the Agreement, but will not be permitted for more than two consecutive payments, and the total cumulative number of days of grace throughout the
Effective Period will not exceed 270 days.
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|
3.4. |
The Installments will not bear any interest and/or linkage.
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|
3.5. |
If, during the Effective Period, Therapin completes (a) a public issue of Therapin shares as part of an IPO under which Therapin raises public funding; or (b) a merger with a public company under which it will be acquired 50.01% or more of
Therapin's shares against the shares of the acquiring company ("Merger"); (c) a sale of the majority of Therapin's assets; (d) an IPO of the shares of a subsidiary of Therapin or a merger (as defined above) of a subsidiary of Therapin whereby
the subsidiary will become a public company or a subsidiary of a public company (each of the events described above and below: an “Exit Event"), then before the completion of such Exit Event, Therapin will notify Ophectra of the anticipated
Exit Event ("Therapin Notice") and Ophectra will be given 21 Days to notify Therapin which of the options set out below it seeks to implement ("Ophectra Notice") and Therapin will act in accordance with Ophectra's request, as follows:
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|
3.5.1. |
Ophectra will be paid, in cash, the outstanding balance of the investment that has not yet been repaid to Ophectra by that date ("the Outstanding Balance"); or
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|
3.5.2. |
In the event of a Therapin Merger or listing of Therapin shares or a merger or issue of the shares of a subsidiary, as set out in section 3.5 (d) above, the Outstanding Balance will be converted to shares of Therapin or shares of the
acquiring company (in the event of a merger), i.e. of the company that has become a public company, whereby the number of shares to be allotted to Ophectra, as the case may be, will be determined as a ratio between the Outstanding Balance and
the share price of Therapin or the subsidiary, accordingly, that will be fixed in the issue or the share price of the acquiring company that will be fixed for the purpose of such merger (in the event of a merger); or
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|
3.5.3. |
It is hereby clarified that, notwithstanding any conflicting provision, in the event of a merger-type Exit Event (section 3.5(b) above) or merger and/or IPO of a subsidiary (section 3.5(d) above), under which the cash component received by
Therapin or its shareholders is less than the Outstanding Balance (the “Cash Amount Received”), then Ophectra will be entitled to reimbursement in cash of an amount equivalent to 14.7% of the Cash Amount Received (the “Cash Amount paid to
Ophectra”) and the difference between the Outstanding Balance and the Cash Amount paid to Ophectra, will be reimbursed by converting it to shares as set out in section 3.5.2 (i.e., conversion of the foregoing difference into shares of the
public company).
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|
3.5.4. |
Therapin undertakes that until the repayment of the Outstanding Balance,Therapin’s operations will be carried out by Therapin and/or its subsidiaries, and in the event of an Exit Event, the foregoing provisions will apply.
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|
3.5.5. |
In the event that a Therapin Notice has been issued but an Ophectra Notice is not given in time, Therapin may decide how to repay the Outstanding Balance, according to one of the options set out in section 3.5.2 or 3.5.3 above.
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|
3.6. |
If, by the end of the Effective Period, Therapin has not completed any of the transactions as set out in section 3.5 above, then the repayment of the Outstanding Balance will be put on hold and postponed and the Outstanding Balance will be
repaid only subject to and after Therapin completes an Exit Event (as this term is defined above), when the provisions of section 3.5 above will apply. In the event that, after the Effective Period, a distributable surplus balance is
generated by Therapin, Therapin will reimburse Meat-Tech an amount equivalent to14.74% of surplus balance, and this as reimbursement on account of the Outstanding Balance (but in any case, no more than the Outstanding Balance).
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|
3.7. |
In the event that, during or subsequent to the Effective Period, Therapin distributes a dividend to all its shareholders, and on that date, there is a remaining Outstanding Balance, Therapin will pay Meat-Tech an amount equivalent to
14.74% of the dividend distributed to shareholders as reimbursement on account of the Outstanding Balance (but in any case, no more than the Outstanding Balance).
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|
3.8. |
Meat-Tech is entitled to call for immediate repayment of the Outstanding Balance in the occurrence of one or more of the following cases: if Therapin adopts a resolution regarding voluntary liquidation or a creditors' settlement in
accordance with the Insolvency and Economic Rehabilitation Law; if a final liquidation order is issued against Therapin; if a temporary liquidator has been appointed or if a receiver has been appointed for all of Therapin's assets, and such
appointment is not revoked within 60 days.
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|
3.9. |
During the Effective Period, Therapin will continue to pay the salaries and remunerations due to all of Therapin's employees, contractors and service providers, but Therapin will not pay a management fee to its shareholders or management
in addition to the salary due to them. In the event that, after the Effective Period, the salaries paid to Therapin officers who are also shareholders, will exceed the amount of NIS 100,000 per month, then, Therapin will pay Meat-Tech, on
account of the Outstanding Balance, an amount equivalent to 14.7% of any amount over such foregoing NIS 100,000, and this as reimbursement on account of the Outstanding Balance (but in any case no more than the Outstanding Balance).
|
4. |
Both Ophectra and Meat-Tech hereby declare that execution of the repayments, in accordance with and subject to the provisions of section 3 above, concludes, absolutely, finally and fully the right of both Ophectra and Meat-Tech to
reimbursement in respect of the cancellation of Stage 1 of the transaction under the Original Agreement; and this with respect to the return of all of the Ophectra Shares to Therapin, and with respect to all rights arising from or attached
thereto, and with respect to the performance of all the obligations of Ophectra and Meat-Tech under this Agreement, without exception, including the waiver of claims as stipulated in this Agreement.
|
5. |
It is hereby clarified that, notwithstanding any conflicting provision, immediately upon the signing of this Agreement forward -
|
|
5.1. |
the Original Agreement, with all its provisions and appendices, is null and void, for all intents and purposes, and it is no longer valid and none of the parties to the Original Agreement will be liable for any obligations whatsoever under
the Original Agreement, nor will they be entitled to any rights under the Original Agreement.
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|
5.2. |
Meat-Tech and/or Ophectra do not have and will not have any rights with regard to Therapin and/or Therapin’s operations and/or the Ophectra Shares and/or their equivalence and/or their value and/or anything related to Therapin and/or to
the Ophectra Shares and/or any other shares of Therapin, other than Meat-Tech's right to reimbursement, in accordance with and subject to section 3 above; and all in accordance with and subject to the provisions of this Agreement.
|
6. |
Meat-Tech and Ophectra hereby declare and undertake, jointly and severally, as follows -
|
|
6.1. |
Ophectra is the legal and registered owner and sole holder of all Ophectra Shares.
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|
6.2. |
Ophectra Shares are free and clear of any debt, liability, foreclosure, lien, option, right of refusal, preemptive right, pledge and/or any other third party rights whatsoever.
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|
6.3. |
Neither Ophectra and/or Meat-Tech has given any person and/or any other entity and/or any third party, directly and/or indirectly, any right regarding Ophectra Shares and/or with respect to them, including a right or option to purchase
them, and there is no commitment whatsoever by Ophectra and/or Meat-Tech to sell and/or transfer the Ophectra Shares to any third party.
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|
6.4. |
Neither Ophectra and/or Meat-Tech have undertaken, pledged or represented or created any obligation to any third party, with regard to and/or on behalf of Therapin.
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|
6.5. |
They each have the full power and authority to sign this Agreement and to comply with all their obligations in full and on time, as provided therein. They have each obtained all the necessary decisions required by any law and/or their
documents of incorporation for the purpose of engaging in this Agreement and fulfilling their obligations thereunder, including the due approval by the board of directors of Meat-Tech and Ophectra to sign this Agreement and execute the
transaction thereunder. The engagement of both Ophectra and Meat-Tech in this Agreement and the fulfillment of their obligations is not subject to approval or consent of any authority and/or any third party and the obligations of Ophectra and
Meat-Tech to fulfill this Agreement in full are effective immediately upon signing.
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|
6.6. |
There is no other restriction, prohibition or other impediment, whether by law or contract, against the engagement of Ophectra and Meat-Tech in this Agreement and/or against the return of all the Ophectra Shares to Therapin.
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|
6.7. |
The engagement of Ophectra and Meat-Tech in this Agreement and compliance with all their obligations thereunder do not constitute any violation and do not conflict in any way with the documents of incorporation of Ophectra and/or of
Meat-Tech and/or any agreement to which they are party and/or the provisions of any law.
|
7. |
Therapin hereby declares and undertakes as follows:
|
|
7.1. |
it has the full power and authority to sign this Agreement and to comply with all its obligations in full and on time, as provided therein. It has obtained all the necessary decisions required by any law and/or their documents of
incorporation for the purpose of engaging in this Agreement and fulfilling its obligations thereunder, including the due approval by its board of directors to sign this Agreement and execute the transaction thereunder. Therapin’s engagement
in this Agreement and the fulfillment of its obligations is not subject to approval or consent of any authority and/or any third party and Therapin’s obligations to fulfill this Agreement in full are effective immediately upon signing.
|
|
7.2. |
There is no other restriction, prohibition or other impediment, whether by law or contract, against Therapin’s engagement in this Agreement and/or against the return of all the Ophectra Shares to Therapin.
|
|
7.3. |
Therapin’s engagement in this Agreement and compliance with all its obligations thereunder does not constitute any violation and does not conflict in any way with Therapin’s documents of incorporation and/or any agreement to which it is
party and/or the provisions of any law.
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|
7.4. |
Therapin will allow an external and independent accountant, no more than once a year, access to its documents and only to the extent necessary to reasonably provide the information required for that accountant to verify that Therapin has
complied with its obligations under the provisions of the Agreement.
|
8. |
Confidentiality
|
|
8.1. |
Each party undertakes to confidentiality of any secret information, or information that by its nature is confidential, that it received from another party to this Agreement, not to provide such information to any other entity and/or
person, directly or indirectly, and not to use it in any manner, directly and/or indirectly.
|
|
8.2. |
The duty of confidentiality will not apply to information that is public domain or that has become public domain, and that does not constitute a breach by the receiving party.
|
|
8.3. |
Without derogating from the foregoing, and pursuant to the provisions of the law, Meat-Tech may publish the details of this Agreement as part of its immediate reports, only in a manner and to the extent as required to comply with the legal
provisions applicable to it. Meat-Tech undertakes that it will not publish any information whatsoever, until it has presented the wording of the report to Therapin and received its approval for the content of the report. As long as
Meat-Tech's shares are traded on the TASE, it will be eligible to receive information from Therapin, and Therapin will cooperate in this matter, and this only for complying with the reporting obligations that will be imposed by law on
Meat-Tech, as a creditor.
|
9. |
Declarations of the Parties
|
|
9.1. |
Each Party hereby declares and undertakes, definitively and unconditionally, that as from the date of signing of this Agreement forward, it has no and will not have any claims, demands and/or rights, of any kind and form, against any of
the other parties to the Original Agreement and/or against the shareholders, partners and/or directors and/or officers and/or anyone acting on their behalf and/or their employees, with respect to and/or in connection with the Original
Agreement, including and without exception, with respect to the termination and/or cancellation and/or execution and/or non-execution and/or non-conclusion of the Original Agreement and/or anything concerning any of the foregoing issues. If a
Party had any cause or claim against any other party to the Original Agreement, its shareholders, partners and/or directors and/or officers and/or anyone acting on their behalf and/or their employees, then by signing this Agreement, it waives
them finally, fully and absolutely. Both Ophectra and Meat-Tech waive, definitively, unconditionally and irrevocably, all their rights under the Original Agreement and/or Therapin's articles of association and/or under any agreement or other
document signed between the Parties or with any of them. Furthermore, both Ophectra and Meat-Tech waive any rights in respect of Therapin, the Therapin Shares and any right related to Therapin, its operations and/or its shares. It is hereby
clarified that in the event of a breach of this Agreement by one of the Parties, its only right is the enforcement of this Agreement and it is clarified that Meat-Tech and Ophectra are not entitled to and cancellation remedy and that
Meat-Tech’s only right is to receive the Outstanding Balance with the addition of legal fees and court costs incurred due to any legal proceeding by Meat-Tech for the purpose of collecting the Outstanding Balance.
|
10. |
Miscellaneous
|
|
10.1. |
In the event of any discrepancy or inconsistency between any of the provisions of this Agreement and any of the provisions of the Original Agreement, the provisions of this Agreement will prevail.
|
|
10.2. |
Each Party undertakes to produce any certificate, to sign any document and to take any action that it is required to produce or perform to give effect to the provisions of this Agreement and its execution.
|
|
10.3. |
This Agreement reflects and expresses all that is agreed between the Parties with regard to the transactions set out therein and it supersedes any agreement, arrangement, negotiations and talks conducted by the Parties prior to signing.
|
|
10.4. |
Each Party will bear the taxes applicable to it under any law in respect of this transaction, if and to the extent applicable.
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|
10.5. |
Any extension, amendment, addendum or other modification to this Agreement will be made in writing and will be signed by Meat-Tech and Therapin, and and in any case will not constitute a precedent for other cases. If a Party to this
Agreement fails to exercise or delays the exercise of its rights arising from or with respect to this Agreement, this will not be construed as a waiver of these rights or as a notice on its part or as any precedent whatsoever, both with
respect to an event with regard to which such Party had the opportunity to exercise such rights and with regard to any other event.
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|
10.6. |
Any notice sent by one Party to another to the addresses as set out in the preamble to this Agreement, or to any another address that the other Party has given in writing, will be deemed as received by the Party addressed three days after
dispatch by registered mail, and if delivered by hand - at the time of delivery, and if sent by fax or by email - on the first business day after it is sent.
|
/s/ Shmuel Levi
|
/s/ Shmuel Levi
|
/s/ Therapin Ltd.
|
||
Ophectra Cannabis Ltd.
|
Meat-Tech 3D Ltd.
|
Therapin Ltd.
|
WHEREAS,
|
The Executive has been employed by the Company since September 1, 2019, pursuant to and
in accordance with that certain employment agreement between the Executive and the Company (as amended, the "Previous Employment Agreement");
|
WHEREAS,
|
The Employee and the Company wish to amend and restate the Previous Employment
Agreement in its entirety in accordance with the terms and conditions set forth in this Agreement, effective as of September 1, 2019 (the “Effective
Date”) and, upon effectiveness of this Agreement, this Agreement shall supersede and replace the Previous Employment Agreement in its entirety.
|
1. |
Representations and Warranties
|
2. |
Term
|
3. |
Position; Scope
|
|
3.1. |
Company hereby agrees to employ Executive and Executive hereby agrees to be employed by Company in the position of Chief Executive Officer and Chief Technologies
Officer (the “Position”).
|
|
3.2. |
The scope of employment of Executive shall be 90% of full-time employment (as described below).
|
|
3.3. |
During Executive’s employment with Company, Executive shall have the authority, functions, duties and responsibilities, as from time to time may be stipulated by the
Company’s Board of Directors (“Direct Manager”) and shall report thereto.
|
|
3.4. |
The Company's standard working days and hours are 5 days a week between Sunday and Thursday, four days of 9 hours (including lunch and rest breaks) per day and one
shorter day of 8 hours including breaks. The regular weekly rest day is Saturday. The working hours of the Executive shall be as required by the nature of the Executive’s part-time position of 90% in the Company (of not less than 38 hours
per week), including during overtime hours if it is required in order to fulfill the Executive's obligations according to this Agreement. It is hereby acknowledged and agreed that Executive’s Position in the Company shall be deemed a senior
position and/or one which shall require a special degree of trust, and/or is a position which does not enable the Company to supervise the work and rest hours of the Employee; Therefore the provisions of The Work and Rest Hours Law, 1951
shall not apply to Executive’s employment with Company and Executive shall not be entitled to any additional consideration for work during overtime hours and/or on days that are not regular business days, except as specified in this
Agreement. The Executive acknowledges that the consideration set for him/her hereunder nevertheless includes within it consideration that would otherwise have been due to him/her by law.
|
|
3.5. |
The Executive undertakes that neither he nor anyone acting on his/her behalf shall file a claim against the Company in connection with The Work and Rest Hours Law,
1951, and if the Executive or any third party does so, the Executive shall indemnify the Company upon its first demand for any expense that may be occasioned to it in respect of or in connection with such a claim, including legal fees. It
is agreed between the parties that should it be held by any competent judicial authority, that The Work and Rest Hours Law, 1951 apply to the employment of the Executive, the following provisions shall apply since the actual commencement
date of employment of the Executive by the Company: The Executive shall not be entitled to the Salary but to (i) a monthly base salary equal to 70% of the Salary, and (ii) 30% of the Salary will be deemed on account of all overtime hours
and or any other compensation during exceptional and/or irregular days and hours; and the Company shall be entitled to set off from the amounts due to the Executive pursuant to this Agreement and/or in accordance with any other source, the
amounts which the Employee is liable to refund to it pursuant to this Section or in accordance with any other source.
|
|
3.6. |
The Executive undertakes to report to the Company the actual working hours that will be performed by the Executive each month on a daily basis, in accordance with the
applicable practices and policies of the Company in regard to such reports.
|
4. |
Executive’s Duties
|
|
4.1. |
To devote his/her entire working time, know-how, energy, expertise, talent, experience and best efforts to the business and affairs of the Company and to the
performance of his/her duties with Company.
|
|
4.2. |
To perform and discharge well and faithfully, with devotion, honesty and fidelity, his/her obligations pursuant to his/her Position and to carry out those functions,
duties and responsibilities as shall be stipulated from time to time by the Direct Manager.
|
|
4.3. |
To comply with all Company’s disciplinary regulations, work rules, policies, procedures and objectives, as may be determined by Company from time to time.
|
|
4.4. |
Not to receive, at all times, whether during the Term and/or at any time thereafter, directly or indirectly, any payment, benefit and/or other consideration, from any
third party in connection with his/her employment with Company, without the Company’s prior written authorization. In the event the Executive breaches this Sub-section, without derogating from any of the Company’s right by law or contract,
such benefit or payment shall become the sole property of the Company and the Company may set-off such amount from any sums due to the Executive.
|
|
4.5. |
To immediately and without delay inform the Direct Manager of any affairs and/or matters that might constitute a conflict of interest with Executive’s Position and/or
employment with Company.
|
|
4.6. |
Not to use any trade secrets or proprietary information in such a manner that may breach any confidentiality and/or other obligation Executive may have undertaken
relating to any former employer(s) and/or any third party.
|
|
4.7. |
The Executive acknowledges and agrees of his/her own free will that personal information related to him/her and the Executive's terms of employment at the Company, as
shall be received and held by the Company will be held and managed by the Company, and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The information will be collected, retained, used,
and transferred for legitimate business purposes and to the reasonable and necessary scope only, including: human resources management, business management and
customer relations, assessment of potential transactions (including mergers and IPO) and relating to such transactions, compliance with law and other requests and requirements from government authorities and audit, compliance
checks and internal investigations.
|
|
4.8. |
The Executive undertakes to fulfill the responsibilities described in this Agreement and assist the Company, its affiliates, subsidiaries, related corporations and
parent company now or hereafter existing (collectively, “Affiliates”) and to make himself/herself available to them, during the
employment period and even after the termination of his/her employment relations with the Company, for any reason, in any matter which the Company may reasonably request his/her assistance, including for the purpose of providing any
information relating to his/her work or actions taken by him/her and including in the framework of disputes (including legal or quasi-legal proceedings). If the Company requires the Executive's services after the termination of the
employment relations with him/her, for any reason, it shall reimburse the Executive for his/her expenses in connection with performing the provisions of this Section 4.9.
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5. |
Compensation
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5.1. |
Subject to and in consideration of Executive’s fulfillment of his/her obligations in pursuance of this Agreement, Company shall pay Executive a monthly gross salary
of 35,000 NIS (the “Salary”).
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5.2. |
The Salary and social benefits, as set forth below, includes any and all payments, which the Executive is entitled to receive from the Company under any applicable
law, regulation, or agreement. The Salary shall be payable by no later than the ninth (9th) day of the consecutive calendar month following the calendar month of employment to which the payment relates.
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5.3. |
Israeli income tax and other applicable withholdings with respect to the Salary shall be deducted from the Salary by the Company at source. The Salary shall serve as
the basis for deductions and contributions to Pension Scheme and study fund (keren hishtalmut) pursuant to Section 7 and for the calculation of all social benefits.
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6. |
Executive Stock Option Plan
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6.1. |
Without derogating from and in addition to the Salary set forth in Section 5 above, subject to the approval of the board of directors of the Company, the Company may
grant the Executive equity compensation, through options (the “Options”) or RSU’s all in accordance with the Company’s Compensation Policy as shall be in effect from time to time (the “Compensation
Policy”). Any grant of Options or RSU’s shall be subject to all approvals as required by law, including that of a general meeting of shareholders, as required.
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6.2. |
Executive undertakes to execute any and all documents as may be reasonably required by the Company in connection with the Options or RSU’s as a prerequisite to the
grant of such equity compensation as shall be subject to Executive’s fulfillment of the aforesaid undertaking.
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7. |
Social benefits
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7.1. |
Pension Scheme
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7.1.1. |
The Company encourages the Executive to tailor a pension scheme, a Managers' Insurance Policy (the "Policy") and/or Pension Fund (the "Pension Fund") and/or alike, or a combination of plans that
best suit the Executive's anticipated future needs (the “Pension Scheme”). Therefore, the Executive shall be entitled to a pension
arrangement in accordance with his/her choice. For the avoidance of doubt, in the event the Executive elects to combine plans, the contributions percentages will relate to such portion of Salary that the Executive has allocated towards each
benefit plan as follows:
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7.1.2. |
The contributions by Company shall be as follows: 8.33% towards severance pay and up to 6.5% towards the Pension Scheme. In addition, in case of a Policy (i.e. Managers' Insurance Policy), such allocations shall include a contribution for work disability insurance, in an amount required to insure 75% of the Salary, with
pension contributions at an amount of no less than 5% of the Salary. Notwithstanding the above, should it be necessary to increase allocations under this subsection beyond said 6.5% of the Salary due to the cost of work disability
insurance, then the employer's allocations for work disability insurance and pension pay, shall together, under no circumstances, exceed 7.5% of the Salary.
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7.1.3. |
In addition, Executive shall contribute, and for that purpose he/she hereby irrevocably authorizes and instructs Company to deduct from his/her Salary at source, an
aggregate monthly amount up to 6.5% (and up to 7%) of the Salary to such Pension Scheme as Executive’s premium.
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7.1.4. |
Section 14 Arrangement: Executive ratifies, agrees and acknowledges that all contributions to the severance pay component as of the Original Commencement Date were
and continue to be in lieu of 100% of the severance payment to which the Executive (or his/her beneficiaries) shall be entitled with respect to severance pay, pursuant to Section 14 of the Severance Pay Law, 1963 (the "Severance Law") in
accordance with the instructions of "The General Approval Regarding Employers’ Payments to Pension Fund and Insurance Fund Instead of Severance
Pay" (the "General Approval", a copy of which is attached hereto as Exhibit A), as amended from time to time and Sections 7 and 9 to the Extension Order General Insurance Pension In The Israeli Market (“Section 14 Arrangement”). Executive ratifies, agrees and acknowledges upon his/her termination of employment by the Company the Company will not have to pay the Executive any
severance pay, and supplemental severance pay under the Severance Pay Law 5723-1963 or any other source relating to severance pay, and supplemental severance pay, but the Company will release for the Executive’s benefit the amounts that
accumulated at the funds as of the Original Commencement Date in accordance with the applicable Section 14 Arrangement.
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7.1.5. |
Further to Section 7.1.4 above, Company waives in advance any right which it may have to a refund of funds from its payments to the Pension Scheme, unless the
Executive’s right to severance pay has been revoked by a judgment by virtue of Section 16 and 17 of the Severance Payment Law (1963), and to the extent so revoked and/or the Executive has withdrawn monies from the Pension Fund or Insurance
Fund (both as defined in Exhibit A) other than by reason of an entitling event; in such regard "Entitling Event" means death,
disability or retirement at after the age of 60.
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7.1.6. |
It is further agreed that such payment contribution made by Company towards the Pension Scheme as of the Original Commencement Date, shall be in place of severance
payment due to Executive under any circumstances in which Executive shall be entitled to severance payment under applicable law, including but not limited to the Severance Payment Law (1963).
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7.1.7. |
The Executive shall be responsible for any tax imposed on him/her in connection with the above plans or insurance policies or in connection with the Company’s
contributions thereto.
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7.2. |
Study Fund
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7.2.1. |
Company shall contribute an aggregate monthly amount up to 7.5% of the Salary towards a study fund (Keren Hishtalmut) (the “Study Fund”).
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7.2.2. |
Executive shall contribute, and for that purpose, Executive hereby irrevocably authorizes and instructs Company to deduct from the Salary at source, an aggregate
monthly amount equal to 2.5% of the Salary as Executive’s participation in such Study Fund.
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7.2.3. |
Company shall bear any and all taxes applicable in connection with amounts payable by Executive and/or Company to the Study Fund pursuant to this Section 7.2,
including any tax which may apply due to contributions exceeding the tax-exempt limit.
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7.3. |
Vacation
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7.4. |
Sick Leave
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7.5. |
Recreation Pay
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7.6. |
Car or Travel Allowance
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7.7. |
Expenses
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8. |
Confidentiality, Non-Solicitation, Non-Competition, and Assignment of Inventions Undertaking
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9. |
Termination
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9.1. |
This Agreement may be terminated by either party at any time by giving the other party hereto prior written notice of such termination (the “Notice Period”). The length of the Notice Period shall be 180 days. The length of the Notice Period is mutual, i.e., in case of dismissal as well as in case of
resignation, and the parties agree to this especially due to the seniority of the Executive.
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9.2. |
In the event that a Termination Notice is delivered by either party hereto, the following shall apply:
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|
9.2.1. |
During the Notice Period, Executive shall be obligated to continue to discharge and perform all of his/her duties and obligations with Company and to take all steps,
satisfactory to Company, to ensure the orderly transition to any persons designated by Company of all matters handled by Executive during the course of his/her employment with Company.
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9.2.2. |
Notwithstanding the provisions of Section 9.2.1 above to the contrary, the Company shall be entitled, but not obligated, at any time prior to the expiration of the
Notice Period, at its sole discretion to waive the Executive's actual work during the Notice Period, or to reduce the scope of the Executive's work hours, either in case of resignation or dismissal, while continuing to pay the Executive
his/her regular payments and benefits until the completion of the Notice Period (except payments that are subject to actual employment, including bonus based on performance). It is hereby agreed that during the entire Notice Period the
employer-employee relationship will continue.
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9.3. |
Notwithstanding the provisions of Sections 9.1 and 9.2 above, Company shall be entitled to terminate Executive’s employment with Company with immediate effect, where
said termination is a Termination for Cause. In the event of such termination, this Agreement shall be deemed effectively terminated as of the time of delivery of such notice, and without derogating from the rights of Company under this
Agreement and/or any applicable law, Executive shall not be entitled to any of the consideration specified in Section 9.1 above and in the event of the occurrence of the circumstances set forth in Section 7.1.5 above, Executive shall not be
entitled to the Company’s contributions to the severance component in the Pension Scheme.
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9.4. |
As used in this Agreement, the term “Termination for Cause”
shall mean termination by Company of Executive’s employment with Company under one of the following circumstances (a) Executive is found guilty of a criminal offense of moral turpitude; (b) Executive causes harm to the Company’s business
affairs or breaches his/her duty of trust or fiduciary duties to the Company or its affiliates; (c) Executive breaches the confidentiality, non-competition, non solicitation and protection of intellectual property provisions of this
Agreement; or (d) Executive has intentionally failed, or willfully refused without reasonable reason, to perform his/her duties under his/her employment agreement, provided, however, that with respect to a breach which is not material, only
to the extent that such breach was not cured within seven days following notice by the Company to the Executive requiring remedy of such breach or (e) involvement in severe disciplinary offense or in the event that Executive is not eligible
to severance pay under the provisions of the Severance Pay Law, 1963.
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9.5. |
In the event that the Executive terminates his/her employment with the Company, for any reason, without the delivery of a written notice in accordance with Sections
9.1 and 9.2 above, or without the completion of the Notice Period or any part thereof, the Company will be entitled to deduct from any debt that it may owe the Executive an amount equal to the salary and benefits that would have been paid
to the Executive during the Notice Period, had he worked during such period. This provision reflects the parties’ agreement and is based on the Company’s consent to grant the Executive with a longer prior notice than the statutory one.
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9.6. |
Upon termination of Executive’s employment with Company for any reason whatsoever, or at such other time as directed by the Company, Employee affirms and undertakes
to (i) transfer his/her Position to his replacement, as shall be determined by Company, during the Notice Period in an efficient, complete, appropriate and orderly manner, (ii) return to Company’s principal office all information, equipment
or documentation (including all passwords, write-protect codes and similar access codes used in the context of his/her work), in any media, Car, cell-phone and other property belonging to the Company which was given to him by the Company in
connection with his/her employment (collectively: the "Company Equipment") and Executive shall have no rights to lien with respect to
said Company's Equipment, and (iii) fulfill his/her obligations under Exhibit B.
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10. |
General Provisions
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|
10.1. |
The Executive confirms that he has received all amounts and/or entitlements to which he was entitled as a result of or in connection with his employment or other
service with the Company prior to the Effective Date, including, without limitation, with respect to salary, wages, back wages, contributions to pension arrangement, severance pay, annual vacation, overtime pay, travel allowance, sick pay,
or compensation for inventions, deferred compensation payments, expenses, benefits, and reimbursement of any kind and any other payment or benefits or rights whatsoever in connection with Executive’s employment or with the Company that are
due through the Commencement Date until Effective Date.
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10.2. |
The Executive and the Company undertake to keep the contents of this Agreement confidential and not to disclose the existence or contents of this Agreement to any
third party without the prior written consent of the Company or the Executive, as applicable, except to legal counsel, auditor or bookkeeper to the Parties and unless such disclosure is required under any applicable law, and provided,
however, that the Company may disclose the existence of this Agreement or contents thereof without the prior consent of the Executive, in connection with any contemplated investment in the Company.
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10.3. |
Company may assign or transfer this Agreement, or any right, claim or obligation provided herein, provided however that none of Executive’s rights under this
Agreement are thereby diminished. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive.
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10.4. |
Company shall withhold, or charge Executive with, all taxes and other compulsory payments as required under applicable law with respect to all payments, benefits
and/or other compensation paid to Executive in connection with his/her employment with Company.
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10.5. |
Company’s failure or delay in enforcing any of the provisions of this Agreement shall not, in any way, be construed as a waiver of any such provisions, or prevent
Company thereafter from enforcing each and every other provision of this Agreement which were previously not enforced.
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10.6. |
The provisions of this Agreement shall, where possible, be interpreted in a manner necessary to sustain their legality and enforceability. Without derogating from the
foregoing, in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect due to the fact that it is over-broad or insufficiently limited in time, geography or
else, the parties hereby authorize, to the maximum extent legally permissible, the tribunal interpreting such provision(s) to replace the invalid, illegal or unenforceable provision(s) with valid provision(s) the effect of which come as
close as possible to that of the invalid, illegal or unenforceable provision(s). The validity, legality and enforceability of the remaining provisions contained herein shall in no way be affected or impaired as a result of any provision
contained in this Agreement being held invalid, illegal or unenforceable in any respect.
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10.7. |
Notices given hereunder shall be in writing and shall be deemed to have been duly given on the date of personal delivery, on the date of proof of delivery if mailed
by certified or registered mail, or on the date sent by facsimile upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and
electronic confirmation of receipt, addressed as set forth above or such other address as either party may designate to the other in accordance with the aforesaid procedure.
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10.8. |
This Agreement shall be interpreted and construed in accordance with the laws of the State of Israel. The parties submit to the exclusive jurisdiction of the
competent courts of the State of Israel in any dispute related to this Agreement.
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10.9. |
This Agreement is personal, and the terms and conditions of the employment shall be solely as set forth herein. This Agreement, together with all exhibits thereto,
constitutes the entire agreement of the parties hereto with respect to the subject matters hereof and supersedes all prior agreements and understandings between the parties with respect thereto, each of which is hereby terminated and
annulled. Unless otherwise provided in this Agreement, the provisions of any collective agreement (“Heskem Kibutsi”), collective arrangement (“Hesder Kibutsi”) or other custom of any kind shall not apply.
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10.10. |
Captions and paragraph headings used in this Agreement are for convenience purposes only and shall not be used for the interpretation thereof. Words in the masculine
gender shall include the feminine and vice versa.
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10.11. |
This Agreement is subject to all the applicable approvals according to applicable law, if any.
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10.12. |
This Agreement shall be deemed due notification regarding the Executive's employment terms in accordance with the provisions of the Notice to Employee and to
Candidate (Employment Terms and Screening and Acceptance to Work Proceedings) Law, 2002 and the regulations thereunder.
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/s/ Omri Schanin /s/ Arik Kaufman
Meat-Tech 3D Ltd.
By: Omri Schanin Arik Kaufman
Title: Co-Founder Director
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/s/ Sharon Fima
Sharon Fima
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1. |
The Employer's Payments -
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|
(a) |
To the Pension Fund are not less than 141/3% of the Exempt Salary or 12% of the Exempt Salary if the employer pays for his/her employee in
addition thereto also payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee's name in an amount of 21/3% of the Exempt Salary. In the event the employer has
not paid an addition to the said 12%, his/her payments shall be only in lieu of 72% of the employee's severance pay;
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(b) |
To the Insurance Fund are not less than one of the following:
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|
(i) |
131/3% of the Exempt Salary, if the employer pays for his/her employee in addition thereto also payments to secure monthly income in the event
of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 21/2%
of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance");
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(ii) |
11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer's Payments shall only replace 72% of
the Employee's severance pay; In the event the employer has paid in addition to the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee's name in an amount of 21/3%
of the Exempt Salary, the Employer's Payments shall replace 100% of the employee's severance pay.
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(2) |
No later than three months from the commencement of the Employer's Payments, a written agreement is executed between the employer and the employee in which -
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|
(a) |
The employee has agreed to the arrangement pursuant to this approval in a text specifying the Employer's Payments, the Pension Fund and Insurance Fund, as the case
may be; the said agreement shall also include the text of this approval;
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(b) |
The employer waives in advance any right, which it may have to a refund of monies from his/her payments, unless the employee’s right to severance pay has been revoked
by a judgment by virtue of Section 16 and 17 of the Law, and to the extent so revoked and/or the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; in such regard "Entitling
Event" means death, disability or retirement at after the age of 60.
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(3) |
This approval is not such as to derogate from the employee's right to severance pay pursuant to any law, collective agreement, extension order or employment
agreement, in respect of salary over and above the Exempt Salary.
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/s/ Omri Schanin
/s/ Arik Kaufman
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/s/ Sharon Fima |
Employer
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Employee
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|
1. |
Confidentiality
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|
1.1 |
The Executive undertakes to maintain the Confidential Information (as defined below) of the Company during the term of his/her engagement with the Company and after
the termination of such, for any reason.
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1.2 |
Without derogating from the generality of the foregoing, the Executive hereby agrees that he/she shall not, directly or indirectly, disclose or transfer to any person
or entity, at any time, either during or subsequent to his/her engagement with the Company, any trade secrets or other confidential information, whether patentable or not, of the Company, including but not limited to, any (i) processes,
formulas, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, survey, specifications, data and know-how; (ii) marketing plans, business plans, strategies, forecasts, unpublished
financial information, budgets, projections, product plans and pricing; (iii) personnel information, including organizational structure, salary, and qualifications of employees; (iv) customer and supplier information, including identities,
product sales and purchase history or forecasts and agreements; and (v) any other information which is not known to the public (collectively, “Confidential
Information”), of which the Executive is or becomes informed or aware during his/her engagement period with the Company, whether or not developed by the Executive.
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1.3 |
The Executive undertakes not to directly or indirectly give or transfer, directly or indirectly, to any person or entity, any material, raw material, product, part of
a product, model, document or other information storage media, or any photocopied, printed or duplicated object containing any or all of the Confidential Information.
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1.4 |
The Executive undertakes, that the Company may received from third parties confidential or proprietary information ("Third Party Information") subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term
of the Executive's relationship with the Company, and thereafter, the Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in
connection with their work for the Company) or use, except solely for the purpose of and in connection with his/her work for the Company, Third Party Information unless expressly authorized by the Company in writing.
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1.5 |
During the Executive's relationship with the Company the Executive shall not improperly use or disclose any confidential information or trade secrets, if any, of any
former employer or any other person to whom the Executive has an obligation of confidentiality, and the Executive did not and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former
employer or any other person to whom he/she has an obligation of confidentiality unless consented to in writing by that former employer or person.
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1.6 |
In the event the Executive is in breach of any of his/her above obligations, he/she shall be liable to compensate the Company in respect of all damages or expenses
incurred by the Company as a result of such breach, including trial costs and legal fees and statutory VAT, without derogating from any other relief or remedy available to the Company by virtue of any law.
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|
2. |
Non-Competition/ Non-Solicitation
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|
2.1 |
he shall not, anywhere in the world, do business, as an employee, independent contractor, consultant or otherwise, and shall not directly or indirectly participate in
or accept any position, proposal or job offer that may directly or indirectly compete with or harm the Company, or in the field in which the Company engages, is engaged or is anticipated to be engaged (the “Competitive Occupation").
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2.2 |
Without derogating from the generality of the foregoing, the Executive undertakes not to maintain any business relations of any type whatsoever, including a proposal
to conduct business relations, directly or indirectly, with any of the Company's customers, suppliers or agents, including customers, suppliers or agents with whom the Company conducted negotiations towards an agreement at the time of the
termination of his/her employment with the Company or prior thereto.
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2.3 |
In addition, the Executive undertakes that during the period of his/her engagement with the Company and for a period of twelve (12) months following termination of
his/her engagement with the Company, for any reason, not to approach, solicit or recruit any employee of the Company or any consultant, service provider, agent, distributor, customer or supplier of the Company, to terminate, reduce or
modify the scope of such person's engagement with the Company.
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2.4 |
The foregoing shall apply irrespective of whether the Competitive Occupation is carried out by the Employee alone or in cooperation with others and shall apply to the
participation of the Executive in a Competitive Occupation, whether as a controlling shareholder or as an interested party.
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3 |
Intellectual Property, Copyright and Patents
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|
3.1 |
The Executive hereby acknowledges and agrees that the Company exclusively owns and shall own all right, title and interest in and to any work, products, processes,
materials, inventions, texts, algorithms, designs, sketches, ideas or discoveries, all derivatives, enhancements or improvements thereof and any and all Intellectual Property Rights associated therewith, created, conceived made or
discovered by the Executive (whether solely or jointly with others) during the term of employment; or in connection therewith; or in connection with the Company, its business (actual or contemplated), products, technology or know how ("Company IPR"). "Intellectual Property Rights"
means all worldwide (a) patents, patent applications, designs and patent rights; (b) rights associated with works of authorship, including, but not limited to, copyrights, copyrights applications, copyrights restrictions, mask work
rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) moral rights, trademarks, service marks, logos, domain names, trade dress and goodwill; (e)
rights analogous to those set forth herein and any other proprietary rights relating to intangible property including ideas; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing
or hereafter filed, issued, or acquired.
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|
3.2 |
The Executive acknowledges and agrees that all Company IPR and all modifications, derivatives and enhancements thereof belong to, and shall be the sole property of,
the Company (or its designees) upon creation thereof. The Executive hereby irrevocably assigns to the Company or its designee and shall assign all right, title and interest the Executive may have or may acquire in and to Company IPR upon
its creation. The Executive acknowledges and agrees that no rights relating to any Company IPR are reserved to Executive.
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|
3.3 |
The Executive irrevocably confirms that the consideration explicitly set forth in the employment agreement between the Executive and the Company is inclusive of any and all rights for compensation that may arise in connection with the Company IPR under applicable law and the Executive irrevocably waives
any legal right he/she may have in connection with the Company IPR, including without limitation any right, moral rights or right to claim royalties or any other additional consideration from the Company with regard to the assigned
Company IPR, including without limitation, in respect of Section 134 of the Patent Law 5727-1967 or other applicable laws. The foregoing waiver relates to any claims or demands whatsoever, whether in the present, past or future, and
whether under contract or other legal or equitable theory.
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|
3.4 |
The Executive represents and warrants that upon execution hereof, he/she has not created and does not have any right, title or interest in and to any Intellectual
Property Rights related, similar to and/or required for Company's business, products or Intellectual Property Rights ("Prior Inventions").
The Executive undertakes not to incorporate any Prior Inventions or third party's Intellectual Property Rights (including of a former employer) in any Company IPR.
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|
3.5 |
The Executive undertakes to immediately inform and deliver IN WRITING to the Company, written notice of any Company IPR conceived or invented by him or personnel of
the Company or its successors who are subordinate to him, immediately upon the discovery thereof.
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3.6 |
The Executive's obligations pursuant to this Section 3 shall survive the termination of his/her employment with the Company or its successors and assigns with respect
to inventions conceived by him during the term of his/her employment or as a result of his/her employment with the Company.
|
4. |
The Executive confirms that he/she has carefully reviewed the provisions of this Undertaking, fully understand the consequences thereof and have assessed the
respective advantages and disadvantages to me of subscribing to this Undertaking and, specifically, his/her undertaking relating to non-compete and non-solicitation, and acknowledges and agrees that:
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|
4.1 |
Executive’s obligations according to this Undertaking including relating to non-competition and non-solicitation are necessary and essential to protect the business
and the Company’s sensitive and valuable proprietary information, property (including, intellectual property) and technologies, as well as its goodwill and business plans (the “Company’s Major Assets”) and to realize and derive all the
benefits, rights and expectations of conducting Company’s business, and that the scope and duration of such obligations and the other protective covenants contained herein are fair, reasonable and proportional in all aspects, especially in
light of the nature of the business in which the Company is engaged, the Executive’s knowledge of the Company’s business, his/her position, Executive’s exposure to confidential information and the compensation and benefits to which
Executive is entitled under the Agreement (which constitutes, among others, good and valuable consideration for his/her agreement to be bound by such covenants and such compensation and benefits were determined, inter alia, in consideration
for his/her obligations under this Undertaking).
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4.2 |
Breach of any obligation under this Undertaking shall contradict the nature of the special trust and relationship of loyalty between the parties, the fair and proper
business practices, the duty of good faith and fairness between the parties, shall harm the Company, shall constitute a material breach of the Agreement, and may harm the trade secrets, confidential connections, confidential information and
other privileged interests of the Company.
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4.3 |
Executive’s obligations under this Undertaking do not prevent him/her from developing his/her general knowledge and professional expertise in the area of his/her
business, with regard to those who are not customers, contractors and/or employees of the Company and without usurping its trade secrets and its confidential information.
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|
4.4 |
Notwithstanding anything contained herein to the contrary, if the period of time or the geographical area specified herein should be determined to be unreasonable in
any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Undertaking may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial
proceeding.
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5. |
This Undertaking and all rights and duties of the parties hereunder shall be exclusively governed by and interpreted in accordance with the laws of the State of
Israel. The competent courts of the State of Israel, Tel Aviv Jaffa district, shall have the exclusive jurisdiction over the parties with regard to this Undertaking, its execution, interpretation and performance.
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6. |
Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Employment Agreement.
|
7. |
This Undertaking is the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior understandings, agreements and
discussions between them, oral or written.
|
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES OF PEACE OF MEAT BV
|
1. |
Dirk Standaert, residing at Kazernestraat 66, 1000 Brussels (Belgium);
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2. |
David Brandes, residing at Chemin de la Haute Belotte 26, 1223 Cologny (Switzerland);
|
3. |
Eva Sommer, residing at Vleeshuisstraat 7/104, 2000 Antwerp (Belgium);
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4. |
Oliver Seaward Consulting, a limited liability company, incorporated, organized and existing under the Laws of North Carolina (United States of America), with mailing address at PO Box 5514,
Raleigh, NC 27650 (United States of America), registered under company code 1042564 (“Oliver Seaward Consulting”);
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5. |
KD Medienagentur und Beteiligungsgesellshaft, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH)
incorporated, organized and existing under the Laws of Germany, with registered office at Perlacherstrasse 4a, 82031 Grünwald (Germany), registered with the Germany Company Register (Unternehmensregister)
under enterprise number HRB 178154;
|
6. |
Brudler Beteiligungen, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) incorporated,
organized and existing under the Laws of Germany, with registered office at Christinenstrasse 39, 10119 Berlin (Germany), registered with the Germany Company Register (Unternehmensregister) under
enterprise number HRB 178154;
|
7. |
Sascha B. Lehmann, residing at Meindersstrasse 36, 33615 Bielefield (Germany);
|
8. |
Mira Gelehrter, residing at Rue de Paris 2027, 01170 Gex (France);
|
9. |
Unternehmersgeist27, a private limited liability company (Unternehmersgesellschaft or UG) incorporated,
organized and existing under the Laws of Germany, with registered office at Almastadtstrasse 5, 10119 Berlin (Germany), registered with the German Company Register (Unternehmensregister) under
enterprise number HRB 155845;
|
10. |
HiddenMarkets, a private limited liability company (Unternehmersgesellschaft or UG) incorporated, organized and
existing under the Laws of Germany, with registered office at Wolgaster Strasse 144, 17489 Greifswald (Germany), registered with the German Company Register (Unternehmensregister) under enterprise
number HRB 7854;
|
11. |
HGvW Holding, a limited liability company (Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft or GmbH & Co. KG) incorporated, organized and existing under the Laws of Germany, with registered office at Horrenbacherstrasse 28, 77815 Bühl (Germany), registered with the German Company Register (Unternehmensregister) under enterprise number HRA 530207;
|
12. |
Burggaststätte Hohen Neuffen, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH)
incorporated, organized and existing under the Laws of Germany, with registered office at Haldenweg 3, 72637 Neuffen (Germany), registered with the Germany Company Register (Unternehmensregister)
under enterprise number HRB 223708;
|
13. |
BVP Berlin Venture Partners, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH)
incorporated, organized and existing under the Laws of Germany, with registered office at Weydingerstrasse 14-16, 10178 Berlin (Germany), registered with the Germany Company Register (Unternehmensregister)
under enterprise number HRB 105698 B;
|
14. |
Jan Bohl, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) incorporated, organized and
existing under the Laws of Germany, with registered office at Kollwitzstrasse 10, 10405 Berlin (Germany), registered with the Germany Company Register (Unternehmensregister) under enterprise number
HRB 105698;
|
15. |
Joyance Partners, a limited liability company under the Laws of the United States of America, with registered office at P.O. Box 10059, Zephyr Cove, NV 89448 (United States of America);
|
16. |
Food Ventures I, a limited liability company (Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft or GmbH & Co. KG) organized and existing under the Laws of Germany, with registered office at Dittmarstrasse 68, D-74074 Heibronn (Germany), registered with the Germany Company Register (Unternehmensregister)
under enterprise number HRA 729897;
|
17. |
Food Ventures II, a limited liability company (Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft or GmbH & Co. KG) organized and existing under the Laws of Germany, with registered office at Dittmarstrasse 68, D-74074 Heilbronn (Germany), registered with the Germany Company Register (Unternehmensregister)
under enterprise number HRA 731486;
|
18. |
New Protein Fund I, a limited partnership incorporated, organized and existing under the Laws of the United States of America, with registered seat at 88 Pine St. 14th Floor, New York,
NY 10005 (United States of America), registered with the commercial register under number SR 20191142282 (“New Protein Fund I”);
|
19. |
Next Ventures Fund, a partnership limited by shares (société en commandite par actions or SCA) incorporated,
organized and existing under the Laws of the Grand-Duchy of Luxembourg, with registered seat at 1 Boulevard de la Foire, 1528 Luxembourg (Grand-Duchy of Luxembourg) (“Next Ventures Fund”);
|
20. |
Tamara Minick-Scokalo, residing at Route des Pralets 16, 1295 Tannay (Switzerland);
|
21. |
Philippe Fornier, residing at Chemin des Couleuvres 8B, 1295 Tannay (Switzerland);
|
22. |
Meat-Tech Europe, a private limited liability company (besloten vennootschap or BV) in the process of
incorporation under the Laws of Belgium, for purposes hereof represented by Meat-Tech (as defined hereafter), acting on behalf of the company in the process of incorporation according to article 2:2 of the Belgian Code of Companies and
Associations.
|
23. |
Meat-Tech 3D Ltd., a public company whose shares are listed on the Tel Aviv Stock Exchange incorporated, organized and existing under the Laws of Israel, with registered office at 18 Einstein St.,
Israel and registered with the Israeli Companies Registrar under number 520041955
|
(A) |
Immediately prior to the Closing, the Sellers, in the proportions set out in Appendix A, shall hold one million one hundred and twelve thousand two hundred and ninety-six (1,112,296) shares of Peace
of Meat, a private limited liability company (besloten vennootschap or BV), incorporated, organized and existing under the Laws of Belgium, with
registered office at Olieweg 95, 2020 Antwerp (Belgium), registered with the Crossroads Bank for Enterprises under enterprise number 0731.861.238 (LER Antwerp, section Antwerp) (the “Company”),
representing ninety-four point thirty-five percent (94.35%) of the outstanding shares of the Company, and the remaining five point sixty-five percent (5.65%) of the shares of the Company shall be held by Meat-Tech.
|
(B) |
The Sellers wish to sell to the Purchaser and the Purchaser wishes to purchase from the Sellers the Shares (as defined hereafter), upon the terms and subject to the conditions of this Agreement.
|
1. |
DEFINITIONS AND INTERPRETATIONS
|
1.1. |
Defined Terms
|
|
(a) |
in the event that the Meat-Tech Shares are publicly listed at such point in time, the fair market value of the Meat-Tech Shares shall be equal to the average trading price of Meat-Tech Shares in a thirty (30) calendar day-period prior to
such date; or
|
|
(b) |
in all other cases, the market value of the Meat-Tech Shares shall be determined by an Independent Expert.
|
|
(a) |
any distribution or dividend (whether in cash or otherwise) declared, paid or made by the Company;
|
|
(b) |
the distribution, repurchase, repayment or return of any (un)available equity by the Company;
|
|
(c) |
any transfer or disposal to any of the Sellers’ Related Parties of any asset;
|
|
(d) |
any acquisition from any of the Sellers’ Related Parties by the Company of any asset for a consideration which is more than market value;
|
|
(e) |
any assumption or incurring of any debt or liability (or the granting or provision of any security in relation to any debt or liability) by the Company for the benefit of any of the Sellers’ Related Parties that is not for the benefit of
the Company;
|
|
(f) |
any waiver, forgiveness or discounting of all or any part of any debt owing by any of the Sellers’ Related Parties to the Company;
|
|
(g) |
any loan granted by the Company to any of the Sellers’ Related Parties;
|
|
(h) |
the payment by the Company of any sum to, or the making by the Company of any gift or other gratuitous payment to, or entering into any transaction with (and for the benefit of), any of the Sellers’ Related Parties;
|
|
(i) |
the entering into by the Company of a guarantee or indemnity relating to the obligation of any of the Sellers’ Related Parties;
|
|
(j) |
the forgiveness, release or waiver of any debt or claim outstanding against any of the Sellers’ Related Parties by the Company;
|
|
(k) |
the creation of any Encumbrance over any assets of the Company in favor of any of the Sellers’ Related Party or to secure a liability of any of the Sellers’ Related Parties;
|
|
(l) |
any purchase of equipment or other payment which is not in the ordinary course of business of the Company or which is not according to the Budget;
|
|
(m) |
any fees, costs or Taxation liability incurred by the Company as a result of the matters set out in paragraphs (a) to (m) above, in each case, save to the extent that they are Permitted Leakage;
|
|
(a) |
any payment that is within the Company’s ordinary course of business or is made in accordance with the Budget (including but not limited to payment of the management fees under the respective POM Founder’s (or, as the case may be, a
respective POM Founder’s management company’s) services agreement or employment agreement with the Company, any payment made by the Company in connection with the operational renting by the Company of a company car for the use of any of the
POM Founders and any payment made by the Company in connection with the purchase or rental of a rocker bioreactor);
|
|
(b) |
any payment made by the Company (including all fees, expenses, disbursement and other similar amounts payable to attorneys, financial advisors or accountants as well as any VAT thereon) in connection with the negotiation, documentation
and consummation of the Transaction;
|
|
(c) |
any payment made by the Company in connection with any broker’s or finder’s fees of any kind, whether or not it relates to the Transaction; and
|
|
(d) |
any payment expressly referred to in this Agreement.
|
|
(a) |
all forms of tax, levy, impost, contribution, duty, liability and charge in the nature of taxation and all related withholdings or deductions of any nature (including, for the avoidance of doubt, National Insurance contribution
liabilities in Belgium and corresponding obligations elsewhere); and
|
|
(b) |
all related fines, penalties, charges and interest,
|
1.2. |
Contents Page and Headings
|
1.3. |
Meaning of References
|
|
(a) |
this Agreement includes the above preamble and the Appendixes.
|
|
(b) |
the masculine, feminine or neuter gender respectively includes the other genders and any reference to the singular includes the plural (and vice versa);
|
|
(c) |
including means “including without limitation” (with related words being construed accordingly), in particular means “in particular but without limitation”
and other general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things;
|
|
(d) |
a Party shall include any permitted assignees of a Party;
|
|
(e) |
Euros, EUR or € is to the currency of the states of the European Union which are from time to time participating in Economic and Monetary Union;
|
|
(f) |
a time of the day is a reference to CET time and references to a day are to a period of twenty-four (24) hours running from midnight to midnight; and
|
|
(g) |
writing shall include any modes of reproducing words in a legible and non-transitory form (including via email, save where a party’s signature is required, in which case including a signed
attachment to an email).
|
|
(h) |
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties,
and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.
|
2. |
THE TRANSACTION
|
2.1. |
Sale and purchase of Shares
|
2.2. |
Purchase Price
|
2.2.1. |
Composition of the Purchase Price
|
|
(a) |
an aggregate amount of seven million four hundred ninety-nine thousand nine hundred ninety-nine point ninety-six Euros (€7,499,999.96) (the “Closing Amount”), composed as follows:
|
|
(i) |
an aggregate amount of three million nine hundred twenty-three thousand seven hundred forty-five point thirty-one Euros (€3,923,745.31) in cash whereby each Seller shall be entitled to the amount as set forth opposite each such Seller’s
name in column (C) of Appendix A, and which shall be paid by the Purchaser on the Closing Date in accordance with the terms and conditions set out below under Section 2.2.2 (the “Closing Cash Amount”);
and
|
|
(ii) |
an aggregate amount of three million five hundred seventy-six thousand two hundred fifty-four point sixty-five Euros (€3,576,254.65) in Meat-Tech Shares whereby each Seller shall be entitled to the number of Meat-Tech Shares as set forth
opposite each such Seller’s name in column (D) of Appendix A, and which shall be delivered by the Purchaser on the Closing Date in accordance with the terms and conditions set out below under Section 2.2.3 (the “Closing Shares Amount”); and
|
|
(b) |
subject to the achievement of the Milestones or the occurrence of an Acceleration Event, and subject to the provisions of Section 2.2.4, a maximum variable aggregate amount of seven million four hundred ninety-nine thousand nine hundred
ninety-nine point ninety-six Euros (€7,499,999.96) (the “Earn-out Amount”) composed as follows:
|
|
(i) |
maximum three million nine hundred twenty-three thousand seven hundred forty-five point thirty-one Euros (€3,923,745.31) in cash (the “Earn-out Cash Amount”) whereby each Seller shall be entitled
to a maximum amount as set forth opposite each such Seller’s name in column (F) of Appendix A, and which shall be paid by the Purchaser in accordance with the terms and conditions set out below under Section 2.2.2; and
|
|
(ii) |
maximum three million five hundred seventy-six thousand two hundred fifty-four point sixty-five Euros (€3,576,254.65) in Meat-Tech Shares (the “Earn-out Shares Amount”) whereby each Seller shall be
entitled to a maximum number of Meat-Tech Shares as set forth opposite each such Seller’s name in column (G) of Appendix A and which shall be delivered by the Purchaser in accordance with the terms and conditions set out below under
Section 2.2.3.
|
2.2.2. |
Payment of the Closing Cash Amount and the Earn-out Cash Amount
|
|
(a) |
pay to the Sellers their respective portion of the Closing Cash Amount on Closing;
|
|
(b) |
pay to the Sellers their respective portion of the relevant portion of the Earn-out Cash Amount within fifteen (15) Business Days from receipt of the Earn-out Notice as set forth therein;
|
|
(c) |
pay to the Sellers the entire outstanding Earn-out Cash Amount within fifteen (15) Business Days from the occurrence of a Joint Acceleration Event;
|
|
(d) |
pay to a respective POM Founder its respective Pro Rata Portion of the outstanding Earn-out Cash Amount within fifteen (15) Business Days from the occurrence of an Individual Acceleration Event.
|
Paying Agent
|
Name Bank
|
IBAN
|
BIC
|
Cresco
|
BNP Paribas Fortis NV
|
BE86 0017 2375 3250
|
GEBABBEB
|
2.2.3. |
Delivery and release of the Closing Shares Amount and the Earn-out Shares Amount
|
|
(a) |
cause Meat-Tech to issue to the relevant Sellers their respective portion of the Closing Shares Amount on Closing as set forth opposite each such Seller’s name in column (D) of Appendix A;
|
|
(b) |
cause Meat-Tech to issue to the relevant Sellers the rights to their respective portion of the Earn-out Shares, which rights shall be in the form of the rights notice attached hereto as Appendix H (the “Rights” and the “Rights Notice”) as set forth opposite each such Seller’s name in column (G) of Appendix A;
|
|
(c) |
cause Meat-Tech to issue to the Sellers their respective exercisable portion of the Earn-out Shares Amount underlying the Rights within fifteen (15) Business Days from receipt of the Earn-out Notice as set forth therein;
|
|
(d) |
cause Meat-Tech to issue to the relevant Sellers their respective portion of the entire Earn-out Shares Amount underlying the Rights as set forth opposite each such Seller’s name in column (G) of Appendix A within fifteen (15)
Business Days from the occurrence of a Joint Acceleration Event;
|
|
(e) |
cause Meat-Tech to issue to a respective POM Founder its respective portion of the Earn-out Shares Amount underlying the Rights as set forth opposite each such POM Founder’s name in column (G) of Appendix A within fifteen (15)
Business Days from the occurrence of an Individual Acceleration Event.
|
|
(i) |
waive the PPS Condition Precedent with respect to any or all Meat-Tech Shares allocated to them, upon written notice to the Purchaser and Trustee Agent; and/or
|
|
(ii) |
waive its right to its respective portion of the Earn-out Shares, which shall cause such waived Earn-out Shares of such Seller(s) to be distributed amongst the other Sellers, on a pro-rata basis (i.e. based on their Pro Rata Portion)
vis-à-vis each other.
|
2.2.4. |
Earn-out Amount
|
|
(a) |
Milestones
|
|
(i) |
the portion payable in cash shall be paid by the Purchaser to the Paying Agent in accordance with Section 2.2.2; and
|
|
(ii) |
the portion payable in Meat-tech Shares shall be paid by the Purchaser through the conversion of Rights into Meat-Tech Shares to the relevant Sellers in accordance with Section 2.2.3.
|
|
(b) |
Milestone Delay
|
|
(c) |
Extension of the Earn-out Period
|
|
(d) |
Acceleration
|
|
(i) |
a material breach of the provisions of this Agreement by the Purchaser (including but not limited to a breach of its obligation under Section 5 or Section 6) provided that the Purchaser has received a written notice from the then active
POM Founders of such breach and the breach was not remedied within fifteen (15) days from the delivery of such notice by the then active POM Founders;
|
|
(ii) |
an Exit Event of Meat-Tech with profits distributed to a majority of Meat-Tech’s shareholders;
|
|
(iii) |
the delisting of Meat-Tech as a publicly listed company;
|
|
(iv) |
the termination of the service agreement or employment agreement of two (2) or more POM Founders (or, as the case may be, their management companies), in one or more events, for reasons other than a Bad Leaver before the expiry of the
Earn-out Period (such Earn-out Period including the applicable extensions of the Earn-out Period as set forth in this Section 2.2.4).
|
|
(e) |
Procedure
|
2.2.5. |
Set-off
|
3. |
CONDITIONS PRECEDENT, CLOSING ACTIONS AND CLOSING
|
3.1. |
Conditions Precedent to performance by the Sellers
|
|
(a) |
All Meat-Tech Representations being true and accurate in all material respects as of the Closing Date or, as the case may be, any such earlier date as of which any such Meat-Tech Representation is expressly made;
|
|
(b) |
The Purchaser being validly incorporated under Belgian Law;
|
|
(c) |
Meat-Tech and the Purchaser having performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them before Closing;
|
|
(d) |
Meat-Tech received listing approvals from TASE required in connection with the allotment of the Closing Shares and the Earn-out Shares, which were duly obtained in writing and shall be in full force and effect on the Closing Date; and
|
|
(e) |
No injunction being issued against the Closing that is not lifted prior to the final fulfilment of the other Conditions Precedent to Closing.
|
3.2. |
Conditions Precedent to performance by the Purchaser
|
|
(a) |
All POM Representations being true and accurate as of the Closing Date or, as the case may be, any such earlier date as of which any such POM Representation is expressly made (thereby giving full effect to the Disclosed Information);
|
|
(b) |
Meat-Tech received listing approvals from TASE required in connection with the allotment of the Closing Shares and the Earn-out Shares, which were duly obtained in writing and shall be in full force and effect on the Closing Date;
|
|
(c) |
The Parties other than the Purchaser having performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them before Closing; and
|
|
(d) |
No injunction being issued against the Closing that is not lifted prior to the final fulfilment of the other Conditions Precedent to Closing.
|
3.3. |
Non-satisfaction of Conditions Precedent
|
3.4. |
Closing Actions to be taken by the Sellers
|
|
(a) |
In case the Next Ventures Share Transfer has been completed in accordance with Section 3.6, Next Ventures Fund shall provide evidence to the other Sellers and the Purchaser that the Next Ventures Share Transfer has occurred and has been
duly registered in the Company’s shareholders’ register;
|
|
(b) |
The Sellers’ Representative shall deliver to the Purchaser the Financial Statements;
|
|
(c) |
The Sellers’ Representative shall deliver to the Purchaser an updated copy of the Disclosure Schedule, which upon delivery shall be deemed to replace Appendix E with effect as of the Closing Date;
|
|
(d) |
The Sellers’ Representative shall deliver a signed copy of the Data Room on a locked and non-rewritable USB flash drive which shall be attached hereto as Appendix F1 and an index of the documents stored thereon which shall be
attached hereto as Appendix F2 with effect as of the Closing Date;
|
|
(e) |
The Sellers’ Representative shall record and sign the transfer of the Shares to the Purchaser in the Company’s shareholders’ register;
|
|
(f) |
The Sellers’ Representative shall hand over the Company’s shareholders’ register to the Purchaser;
|
|
(g) |
Each of the POM Founders (other than David Brandes) shall deliver the addendum to their current service agreements with the Company, in form and substance reasonably satisfactory to such POM Founder and the Purchaser, duly signed by such
POM Founder, whereby the addendum shall in any event relate solely to the alignment of the non-competition and non-solicitation obligations therein to the non-competition and non-solicitation obligations as set forth in Section 7.3 and 7.4
of this Agreement;
|
|
(h) |
David Brandes shall deliver the employment agreement between David Brandes and the Company, in form and substance reasonably satisfactory to David Brandes and the Purchaser, duly signed by David Brandes;
|
|
(i) |
The Sellers’ Representative shall deliver duly executed copies of the Trust Agreement, duly signed by the Sellers’ Representative on behalf of each of the Sellers receiving Meat-Tech Shares, and a TASE account shall have been opened with
the Trustee for each of the Sellers receiving Meat-Tech Shares;
|
|
(j) |
The Sellers’ Representative shall deliver to the Paying Agent a duly executed copy of the paying agency agreement, in form and substance reasonably satisfactory to the Sellers and the Paying Agent, duly signed by the Sellers’
Representative on behalf of each of the Sellers;
|
|
(k) |
The Sellers’ Representative shall deliver a receipt for the payment of the Closing Amount;
|
|
(l) |
The Sellers’ Representative shall deliver to the Purchaser a certificate stating that the Purchaser’s Closing Actions listed in Section 3.5 have been satisfied on the Closing Date.
|
3.5. |
Closing Actions to be taken by the Purchaser
|
|
(a) |
The Purchaser shall deliver to the Sellers’ Representative the Meat-Tech Financial Statements;
|
|
(b) |
The Purchaser shall provide evidence to the Sellers’ Representative that the Closing Cash Amount has been paid to the Paying Agent in accordance with Section 2.2.2;
|
|
(c) |
The Purchaser shall provide evidence to the Sellers’ Representative that the Closing Shares Amount has been issued to the Trustee Agent on behalf of the Sellers and the Rights were issued, such evidence including:
|
|
(i) |
a copy of the TASE approval regarding the Meat-Tech Shares to be allotted to the Sellers, in accordance with this Agreement and the future Meat-Tech Shares that will be allocated upon conversion of the Rights;
|
|
(ii) |
a copy of the share certificate duly signed by Meat Tech under the name of Nominee Company and a copy of the Meat Tech shareholders and securities register which determine the Rights designated to each of the Sellers;
|
|
(iii) |
a copy of a signed notice of the Nominee Company regarding the Meat-Tech Shares’ allotment, which instructs the Nominee Company to credit the relevant portion of the allocated Meat-Tech Shares to each of the Sellers – through the
Trustee, and confirmation by the Nominee Company approving that all relevant documents accepted and listing and clearing is processed;
|
|
(iv) |
a certified copy of the T87 form, on which the Purchaser reported to the Israeli Securities Authority and to the TASE, the Meat-Tech Shares allocation and the Rights allocation; and
|
|
(v) |
a certified copy of the Meat-Tech’s shareholders’ register, which reflects that the Meat-Tech shares are registered in the name of the Nominee Company and a certified copy of the Meat-Tech’s securities holders register, which reflects
that the Rights are registered in the name of the Sellers ;
|
|
(d) |
The Purchaser shall deliver to the Sellers’ Representative a certificate stating that the Purchaser’s Closing Actions listed in Section 3.4 have been satisfied on the Closing Date;
|
|
(e) |
The Purchaser shall sign the shareholders’ register of the Company to accept the transfer of the Shares from the Sellers;
|
|
(f) |
The Purchaser shall cause the Company to deliver the addendum to the service agreements of the POM Founders (other than David Brandes) and the employment agreement of David Brandes, each duly signed by the Company;
|
|
(g) |
The Purchaser shall deliver duly executed copies of the Trust Agreement, executed by the Purchaser.
|
3.6. |
Pre-closing covenants
|
3.6.1. |
Next Ventures Share Transfer
|
3.6.2. |
Waiver
|
3.7. |
Closing
|
3.8. |
Reciprocal formalities and breach of Closing Actions
|
4. |
LOCKED BOX
|
4.1. |
No Leakage
|
4.2. |
Consequences for Breach
|
|
(a) |
Each of the POM Founders, on a several and not joint basis, undertakes that, in the event of a breach of Section 4.1 for the benefit of any such POM Founder, it shall pay to the Company within ten (10) Business Days of a written demand
by Purchaser, on a euro for euro basis, an amount equal to the aggregate amount of any Leakage benefited by it. To the extent the benefit of the Leakage is not attributable to any of the POM Founders, each of the POM Founders shall be
liable for such Leakage on a pro rata basis vis-à-vis each other.
|
|
(b) |
The POM Founders shall not be liable for a Claim for breach of Section 4.1 unless a notice of Leakage is given by the Purchaser to the POM Founders within twelve (12) months following the Closing Date. Such notice shall specify in
reasonable detail the legal and factual basis of the Leakage and evidence on which the Purchaser relies and sets out the Purchaser's estimate of the amount of Leakage.
|
|
(c) |
The liability of each of the POM Founders under this Section 4.2 shall not exceed the lower of (i) the effectively paid portion of its Pro Rata Portion of the Purchase Price and (ii) the aggregate amount of Leakage received by them, in
breach of Section 4.1.
|
|
(d) |
Any amounts payable under this Section 4.2 by a POM Founder, shall be paid by way of a wire transfer of the amount, made to the Purchaser’s Account, within the period set forth in Section 4.2(a).
|
|
(e) |
The procedure set forth in Section 12 shall apply to a Claim under this Section 4.
|
4.3. |
Notification of Leakage
|
5. |
BUDGET
|
6. |
POM AUTONOMY
|
|
(a) |
If the Purchaser adopts a decision which is not in the ordinary course of business as heretofore conducted, which may materially impact the ability to achieve any of the Milestones, and such decision was not approved by the then active
POM Founders within four (4) weeks after having been notified in writing by the Purchaser of such proposal, in accordance with Section 16.14, then such decision shall constitute a material breach of this Agreement and shall thus result in
the Earn-out Amount becoming immediately due and payable in accordance with Section 2.2.4 above, it being understood that the Purchaser may, in any case, proceed with such decision.
|
|
(b) |
The Purchaser shall not operate the business of the Company out of the business plan and the Budget without the prior written consent of the then active POM Founders and shall refrain from anything which may materially affect the
Sellers’ ability to achieve the Milestones. The Budget may be amended only in accordance with Section 5.
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(c) |
Without prejudice to the foregoing, the Purchaser undertakes to and procures that it shall act in good faith, so that the Sellers shall not be prevented from maximizing the Earn-out Amount. As such, the Purchaser undertakes that it will
not take or omit to take any action which could reasonably be interpreted as calculated or intended to adversely affect the Earn-out Amount.
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(d) |
Notwithstanding the provisions of Section 5, the POM Founders shall have the autonomy to (a) move laboratory of the Company to another facility, and (b) amend the Budget items related to the Milestones, such that the POM Founders may
allocate up to five percent (5%) of each of the Budget’s Milestone related items to another Milestone, and (c) amend the Budget such that the POM Founders may allocate up to ten percent (10%) of any Budget item of a Milestone to one or more
other Budget items of such Milestone. For clarity, the Milestones’ related Budget items shall include, without limitation: (i) salaries, (ii) rent & utilities, (iii) operating material, or (iv) upscaling equipment.
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(e) |
For the avoidance of doubt, the Purchaser shall have the right to remove and appoint directors of the Company as it deems necessary, at the Purchaser’s sole discretion, including the replacement of the current directors of the Company,
and such directors’ appointment or replacement shall not be regarded as a decision which is not the ordinary course of business and/or materially impacts the ability to achieve any Milestones, it being understood that upon replacement of
the current directors of the Company, the Purchaser shall procure that an extraordinary general meeting of shareholders of the Company is held, which will grant discharge to such replaced directors for the exercise of their mandate until
the date of replacement, and that the relevant shareholders’ resolutions be published in the Annexes to the Belgian Official Gazette without undue delay.
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(f) |
The POM Founders shall be obliged to report to the Purchaser with the following: (i) a written technology update report until the fifteenth (15th) of each month unless otherwise approved in writing by the Purchaser, (ii) a
written quarterly Budget usage report, (iii) a written report for any delay in the Company’s progress or timeline (which has no impact on the Company’s liquidity).
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(g) |
Operations, such as, but without being limited thereto, (i) changes in the timeline or in the Company’s progress regarding the achievement of the Milestones which have an impact on the Company’s liquidity, (ii) Milestones changes, (iii)
Budget usage that exceed the threshold of five percent (5%) as described in paragraph (d) above, or (iv) Budget changes that are not covered under this Section 6, shall be approved in writing by the then active POM Founders and the
Purchaser.
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7. |
COMPENSATION POLICY AND LEAVER ARRANGEMENTS
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7.1. |
Compensation Policy
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7.2. |
Leaver Arrangements
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(a) |
If a POM Founder leaves the Company as a Good Leaver prior to the expiry of the Earn-out Period, the following rules will apply:
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i. |
The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether paid or unpaid) portion of the Earn-out Amount, shall be entirely earned and not be subject to any reimbursement obligation of any kind; and
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ii. |
Any unvested Pro Rata Portion of the Earn-out Amount will be paid to such POM Founder upon achievement of the respective Milestones or any of its sub-parameters.
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(b) |
If a POM Founder leaves the Company as an Early Leaver prior to the expiry of the Earn-out Period, the following rules will apply:
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i. |
The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether paid or unpaid) portion of the Earn-out Amount, shall be entirely earned and not be subject to any reimbursement obligation of any kind;
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ii. |
A portion of such POM Founder’s unvested Pro Rata Portion of the Earn-out Amount will be paid to such POM Founder upon achievement of the respective Milestones or any of its sub-parameters, calculated pro
rata temporis the time of the occurrence of the Early Leaver scenario in relation to a period of two (2) years. For example, in case of the occurrence of an Early Leaver scenario six (6) months following the Closing Date, the
relevant POM Founder shall only be entitled to twenty-five percent (25%) of its Pro Rata Portion of the Earn-out Amount that is achieved after such Early Leaver termination;
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iii. |
The portion of the Earn-out Amount that is forfeited by the POM Founder leaving as an Early Leaver pursuant to Section 7.2(b)ii, will be allocated to the other remaining active POM Founders (on a pro rata basis vis-à-vis each other) and
the Purchaser on the basis of a fifty-fifty (50-50) ratio.
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(c) |
If a POM Founder leaves the Company as a Bad Leaver prior to the expiry of the Earn-out Period, the following rules will apply:
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i. |
The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether unpaid or not) portion of the Earn-out Amount, shall be entirely earned and not subject to any reimbursement obligation of any kind;
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ii. |
The POM Founder who leaves as Bad Leaver will lose any right to any unvested Pro Rata Portion of the Earn-out Amount, even if the respective Milestones or any sub-parameters are met.
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iii. |
The portion of the Earn-out Amount that is forfeited by the POM Founder leaving as a Bad Leaver pursuant to Section 7.2(c)ii will be allocated to the other POM Founders (on a pro rata basis vis-à-vis each other) and the Purchaser on the
basis of a fifty-fifty (50-50) ratio.
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7.3. |
Non-Competition.
|
7.4. |
Non-Solicitation
|
8. |
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
|
8.1. |
Such Seller has all necessary power and capacity to enter into this Agreement and to carry out its/his obligations hereunder and to consummate the transactions set forth herein.
|
8.2. |
The execution and delivery of this Agreement has been fully authorized by such Seller and is enforceable against such Seller in accordance with their terms. This Agreement constitutes a valid and legally binding obligation of such
Seller.
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8.3. |
Such Seller is the legal and beneficial owner of the number of Shares set forth opposite to its name in Section 9.2(c) of the Disclosure Schedule.
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8.4. |
Past transfers of any Shares by the relevant Seller have been performed by such Seller in compliance with the share transfer restrictions set forth in the articles of association of the Company and the Shareholders’ Agreement.
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9. |
REPRESENTATIONS AND WARRANTIES OF THE POM FOUNDERS
|
9.1. |
Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the Laws of Belgium and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so
qualify would have a Material Adverse Effect.
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9.2. |
Capitalization.
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(a) |
The equity of the Company consists, immediately prior to the Closing Date, of one million one hundred and eighty-seven thousand nine hundred and sixty-three (1,178,963) shares, no par value per share (the “POM Shares”), which are issued and outstanding immediately prior to the Closing. All of the outstanding POM Shares have been duly authorized, are fully paid and were issued in
compliance with all applicable securities Laws. The Company holds no POM Shares in its treasury.
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(b) |
The Company has not reserved any shares or other securities under any type of officers, directors, employees and consultants incentive scheme.
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(c) |
Section 9.2(c) of the Disclosure Schedule sets forth the capitalization of the Company on the date of this Agreement and immediately prior to the Closing Date. Except for the securities and rights described in Section 9.2(c) of the
Disclosure Schedule, there are no outstanding options, subscription rights, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from
the Company any shares, or any securities convertible into or exchangeable for shares.
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9.3. |
Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company,
association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.
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9.4. |
Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any state or local governmental
authority is required on the part of the Company in connection with the consummation of the Transaction, except for filings pursuant to applicable securities Laws, which have been made or will be made in a timely manner.
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9.5. |
Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the POM Founders’ Best Knowledge, currently threatened (i) against the Company
or any officer, director or each of the POM Founders arising out of their employment or board relationship with the Company; or (ii) to the POM Founders’ Best Knowledge, that questions the right of the Sellers to enter into this Agreement,
or to consummate the Transaction; or (iii) to the POM Founders’ Best Knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the POM Founders’
Best Knowledge, any of its officers, directors or each of the POM Founders are a party or are named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There
is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or
any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of
their former employers or their obligations under any agreements with prior employers.
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9.6. |
Intellectual Property
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(a) |
The Company owns, possesses, has the right to use or can acquire on commercially reasonable terms sufficient legal rights to all POM Intellectual Property without any known conflict with, or infringement of, the rights of others,
including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. The Company has not received any communications alleging that the Company
has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other person.
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(b) |
To the POM Founders’ Best Knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any
other party.
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(c) |
Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any
kind relating to POM Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information, proprietary rights and processes of any other person.
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(d) |
The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees
for their use in connection with the Company’s business.
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(e) |
To the POM Founders' Best Knowledge, each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and all intellectual property
rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of their employment or consulting relationship with the Company that (i) relate, at the time of conception, reduction to
practice, development, or making of such intellectual property right, to the Company’s business as then conducted, (ii) were developed with the use of any of the Company’s equipment, supplies, facilities or information or (iii) resulted
from the performance of services for the Company. The use of any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior to their employment by the Company is not required for the Company’s
business as now conducted, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past.
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(f) |
Section 9.6(f) of the Disclosure Schedule lists all patents, patent applications, registered trademarks, trademark applications and under any of the foregoing, in each case owned by POM.
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(g) |
No government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the development of any POM Intellectual Property, other than as set forth in Section
9.6(g) of the Disclosure Schedule. No person who was involved in, or who contributed to, the creation or development of any POM Intellectual Property, has performed services for the government, university, college, or other educational
institution or research center in a manner that would affect the Company’s rights in POM Intellectual Property.
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(h) |
To the POM Founders' Best Knowledge, no employee, supplier or consultant has knowingly used the trade secrets of any third party during their engagement with the Company.
|
9.7. |
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its articles of association, (ii) of any instrument, judgment, order, writ or decree, (iii)
under any note, indenture or mortgage, or (iv) of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance
of this Agreement and the consummation of the Transaction will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision,
instrument, judgment, order, writ, or decree; or (ii) an event which results in the creation of any Encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license
applicable to the Company.
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9.8. |
Agreements; Actions.
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(a) |
There are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) the license of any patent, copyright, trademark, trade secret or other
proprietary right to or from the Company, or (ii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person that limit the Company’s exclusive right to develop, manufacture, assemble,
distribute, market or sell its products.
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(b) |
The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to its shares, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess
of one hundred thousand Euros (€ 100,000) or in excess of five hundred thousand Euros (€ 500,000) in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for business expenses, or (iv) sold, exchanged
or otherwise disposed of any of its assets or rights, other than in the ordinary course of business. For the purposes of (a) and (b) of this Section 9.8, all indebtedness, liabilities, agreements, understandings, instruments, contracts and
proposed transactions involving the same person (including persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such section.
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(c) |
The Company is not a guarantor or indemnitor of any indebtedness of any other person.
|
9.9. |
Certain Transactions.
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|
(a) |
Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Company’s board of directors, (iii) the service agreement or employment
agreement between each of the the POM Founders and the Company, as applicable, and (iv) this Agreement, there are no outstanding agreements, understandings or proposed transactions between the Company and any of its officers, directors,
consultants or each of the POM Founders.
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(b) |
The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children of any of the foregoing, other than in connection with expenses or advances of expenses
incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees.
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9.10. |
Rights of Registration and Voting Rights. To the POM Founders’ Best Knowledge, no Seller has entered into any agreements with respect to the voting rights of POM Shares, except for the
Shareholders’ Agreement.
|
9.11. |
Property. The property and assets that the Company owns are free and clear of all Encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and
Encumbrances that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such
leases and holds a valid leasehold interest free of any Encumbrances other than those of the lessors of such property or assets. The Company does not own any real property.
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9.12. |
Financial Statements. The Company shall have delivered to the Purchaser on the Closing Date its unaudited financial statements for the fiscal year ended on February 29, 2020 and the Locked Box
Accounts (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with Belgian GAAP applied on a consistent basis
throughout the periods indicated, except that the unaudited Financial Statements may not contain all footnotes required by GAAP.
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9.13. |
Changes. Since the Locked Box Date, there has not been, except in the ordinary course of business:
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|
(a) |
any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements that have caused, in the aggregate, a Material Adverse Effect;
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|
(b) |
any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect;
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|
(c) |
any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
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|
(d) |
any satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, the satisfaction or discharge of which would not have a Material Adverse Effect;
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|
(e) |
any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
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|
(f) |
any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
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|
(g) |
any resignation or termination of employment of any officer or key employee of the Company;
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|
(h) |
any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary
course of business and do not materially impair the Company’s ownership or use of such property or assets;
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(i) |
any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances;
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|
(j) |
any declaration, setting aside or payment or other distribution in respect of any of the POM Shares, or any direct or indirect purchase, or other acquisition of any of such POM Shares by the Company;
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|
(k) |
any sale, assignment or transfer of any POM Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;
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|
(l) |
any arrangement or commitment by the Company to do any of the things described in this Section 9.13.
|
9.14. |
Employees.
|
|
(a) |
To the POM Founders’ Best Knowledge, none of the Company’s employees are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any
court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of this Agreement, nor
the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a
default under, any contract, covenant or instrument under which any such employee is now obligated.
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(b) |
To the POM Founders’ Best Knowledge, the Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service
performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment
opportunity Laws and with other Laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for
payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.
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(c) |
The employment agreements between the Company on the one hand and its employees on the other hand do not provide for a termination notice or an indemnity in lieu of notice which is more favorable to the relevant employee than the notice
or indemnity provided by law. The Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.
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|
(d) |
The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has
requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the POM Founders’ Best
Knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees.
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(e) |
None of the POM Founders or directors of the Company have been (i) subject to voluntary or involuntary petition under the federal bankruptcy Laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar
officer by a court for his or her business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order,
judgment or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him or her from engaging, or otherwise imposing limits or conditions on his or her engagement
in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company.
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|
(f) |
Each current and former employee, consultant and officer of the Company has executed an employment or service agreement with the Company containing appropriate confidentiality and proprietary information clauses. No current or former
employee has excluded works or inventions from his or her assignment of inventions pursuant to such employee’s employment or service agreement. Each current and former employee are subject to customary non-competition and non-solicitation
obligations, as the case may be and to the extent permitted under applicable Laws. The POM Founders are not aware that any of the Company’s employees are in violation of any obligations as described in this Section.
|
9.15. |
Tax Returns and Payments. There are no state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid state, country, local or
foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable state, local or foreign governmental agency. The Company has duly and
timely filed all state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.
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9.16. |
Insurance. To the POM Founders’ Best Knowledge, the Company has in full force and effect insurance policies concerning such casualties as would be reasonable and customary for start-ups in the same
stage as the Company, with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.
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9.17. |
Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now conducted, the lack of which could have a Material Adverse
Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.
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9.18. |
Corporate Documents. The deed of incorporation and the articles of association of the Company as of the Closing Date are in the form provided to the Purchaser. To the POM Founders’ Best Knowledge,
the copy of the minutes of the Company provided to the Purchaser contains minutes of all resolutions of directors and shareholders since the date of incorporation and accurately reflects in all material respects all actions by the directors
(and any committee of directors) and shareholders of the Company.
|
9.19. |
Disclosure. No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosed Information, contains, to the POM Founders’ Best Knowledge, any untrue statement
of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
|
10. |
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MEAT-TECH.
|
10.1. |
Organization, Good Standing, Corporate Power and Qualification. Meat-Tech is a corporation duly organized, validly existing and in good standing under the
laws of Israel and has all requisite corporate power and authority to carry on its business as now conducted. Meat-Tech is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify
would have a Material Adverse Effect.
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10.2. |
Experience. Meat-Tech has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Shares and is able to bear the
economics risks of acquiring the Shares and holding them for a substantial period of time.
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10.3. |
Authorization. Meat-Tech has full power and authority to enter into this Agreement, for itself and on behalf of the Purchaser. The Agreement and its ancillaries to which Meat-Tech and/or the
Purchaser are a party, when executed and delivered by Meat-Tech and/or the Purchaser, will constitute valid and legally binding obligations of Meat-Tech and the Purchaser. Meat-Tech and the Purchaser have obtained all corporate approvals
required for the execution and delivery of this Agreement and the consummation of the Transactions.
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10.4. |
Purchase Entirely for Own Account. Meat-Tech hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or
agent.
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10.5. |
Capitalization. ) Except for the securities and rights listed on TASE, there are no outstanding options, subscription rights, rights (including conversion or preemptive rights and rights of
first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from Meat-Tech any shares, or any securities convertible into or exchangeable for shares. All of the outstanding securities of Meat-Tech have been
duly authorized, are fully paid and were issued in compliance with all applicable securities laws. Meat-Tech holds no securities in its treasury.
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10.6. |
Subsidiaries. Except for a wholly owned private company subsidiary incorporated under the laws of Israel, Chicken Meat-Tech Ltd., and the Purchaser, Meat-Tech does not currently own or control,
directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. Meat-Tech is not a participant in any joint venture, partnership or similar
arrangement. Without prejudice to any other provisions of this Agreement, the Purchaser confirms having the intention to start and develop further operations in Belgium as active shareholder of the Company. In order to do so, the Purchaser
confirms that he will allocate sufficient resources (including but not limited to premises, staff, a.o.) to the extent reasonably possible, to deploy these activities.
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10.7. |
Valid Issuance of Shares. The Meat-Tech Shares, when delivered in accordance with the terms and conditions set forth in this Agreement, will be validly issued, fully paid and nonassessable and free
of restrictions on transfer except as set forth herein and regulatory lock-ups under –applicable law which shall apply to the Closing Shares and the Earn-out Shares commencing on the Closing Date. There will be no securities of Meat-Tech
ranking senior to the Meat-Tech Shares in terms of liquidation preference, redemption and dividends or other preferred rights. Upon satisfaction of the conditions set forth in this Agreement pursuant to which the Earn-out Shares underlying
the Rights will be issued, the Sellers will not be required to pay any additional consideration to receive the Earn-out Shares, and in the event any payment is required to be made, Meat-Tech shall indemnify and reimburse the Sellers for any
such amounts (including Tax gross-up if applicable). The issuance of the Closing Shares, the Rights and the Earn-out Shares does not require Meat-Tech to file any sort of offering documents according to the Israeli Securities Law, other
than a private allocation report that will be filed up to seven (7) days following the date of this Agreement.
|
10.8. |
Governmental and Other Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any state or local
governmental authority or any third party is required on the part of the Purchaser and/or Meat-Tech in connection with the consummation of the Transaction, except for filings pursuant to applicable securities Laws and as set forth in this
Agreement, which shall have been made in a timely manner prior to Closing.
|
10.9. |
Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or Meat-Tech’s Best Knowledge (i) against Meat-Tech or the Purchaser or any officer
or director thereof arising out of their employment or board relationship with Meat-Tech or the Purchaser; or (ii) to Meat-Tech’s Best Knowledge, that questions the right of Meat-Tech or the Purchaser to enter into this Agreement, or to
consummate the Transaction; or (iii) to Meat-Tech’s Best Knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither Meat-Tech or the Purchaser nor, to Meat-Tech’s Best
Knowledge, any of its officers or directors are a party or are named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding
or investigation by Meat-Tech or the Purchaser pending or which the Meat-Tech or the Purchaser intend to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing
(or any basis therefor known to Meat-Tech or the Purchaser) involving the prior employment of any of the Meat-Tech’s or the Purchaser’s employees, their services provided in connection with Meat-Tech’s or the Purchaser’s business, any
information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.
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10.10. |
Intellectual Property
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(a) |
Meat-Tech owns, possesses, has the right to use or can acquire on commercially reasonable terms sufficient legal rights to all Meat-Tech Intellectual Property without any known conflict with, or infringement of, the rights of others,
including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. Meat-Tech has not received any communications alleging that Meat-Tech has
violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other person.
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(b) |
To Meat-Tech’s Best Knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by Meat-Tech violates or will violate any license or infringes or will infringe any intellectual property rights of any other
party.
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(c) |
Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any
kind relating to Meat-Tech Intellectual Property, nor is Meat-Tech bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, proprietary rights and processes of any other person.
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(d) |
To Meat-Tech’s Best Knowledge, each employee and consultant has assigned to Meat-Tech all intellectual property rights he or she owns that are related to Meat-Tech’s business as now conducted and all intellectual property rights that he,
she or it solely or jointly conceived, reduced to practice, developed or made during the period of their employment or consulting relationship with Meat-Tech that (i) relate, at the time of conception, reduction to practice, development, or
making of such intellectual property right, to Meat-Tech’s business as then conducted, (ii) were developed with the use of any of Meat-Tech’s equipment, supplies, facilities or information or (iii) resulted from the performance of services
for Meat-Tech. The use of any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior to their employment by Meat-Tech is not required for Meat-Tech’s business as now conducted, including prior
employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past.
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(e) |
No government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the development of any POM Intellectual Property. No person who was involved in, or
who contributed to, the creation or development of any POM Intellectual Property, has performed services for the government, university, college, or other educational institution or research center in a manner that would affect Meat-Tech’s
rights in Meat-Tech Intellectual Property.
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10.11. |
Compliance with Other Instruments. Meat-Tech nor the Purchaser are in violation or default (i) of any provisions of its articles of association, (ii) of any instrument, judgment, order, writ or
decree, (iii) under any note, indenture or mortgage, or (iv) of any provision of federal or state statute, rule or regulation applicable to them, the violation of which would have a Material Adverse Effect. The execution, delivery and
performance of this Agreement and the consummation of the Transaction will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such
provision, instrument, judgment, order, writ, or decree; or (ii) an event which results in the creation of any Encumbrance upon any assets of Meat-Tech or the Purchaser or the suspension, revocation, forfeiture, or nonrenewal of any
material permit or license applicable to Meat-Tech or the Purchaser.
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10.12. |
Agreements; Actions.
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(a) |
Except for an agreement with Adom Group, there are no agreements, understandings, instruments, contracts or proposed transactions to which Meat-Tech or the Purchaser are a party or by which they are bound that involve (i) the license of
any patent, copyright, trademark, trade secret or other proprietary right to or from Meat-Tech or the Purchaser, or (ii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person that
limit Meat-Tech’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
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(b) |
Meat-Tech has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to its shares, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess
of one hundred thousand Euros (€ 100,000) or in excess of five hundred thousand Euros (€ 500,000) in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for business expenses, or (iv) sold, exchanged
or otherwise disposed of any of its assets or rights, other than in the ordinary course of business. For the purposes of (a) and (b) of this Section 10.12, all indebtedness, liabilities, agreements, understandings, instruments, contracts
and proposed transactions involving the same person (including persons Meat-Tech or the Purchaser has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of
such section.
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(c) |
Neither Meat-Tech nor the Purchaser are a guarantor or indemnitor of any indebtedness of any other person.
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10.13. |
Certain Transactions.
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(a) |
Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by Meat-Tech’s board of directors, (iii) the service agreements between
Meat-Tech’s executive directors and Meat-Tech, and (iv) this Agreement, there are no outstanding agreements, understandings or proposed transactions between Meat-Tech and any of its officers or directors .
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(b) |
Neither Meat-Tech nor the Purchaser are indebted, directly or indirectly, to any of their directors, officers or employees or to their respective spouses or children of any of the foregoing, other than in connection with expenses or
advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees.
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(c) |
None of Meat-Tech’s or the Purchaser’s directors, officers or employees, or any members of their immediate families, are, directly or indirectly, indebted to Meat-Tech or the Purchaser, other than in the ordinary course of business.
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10.14. |
Financial Statements. Meat-Tech shall have delivered to Sellers on the Closing Date an unofficial English translation of its audited financial statements for the fiscal year ended on December 31,
2019 and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of the Locked Box Date (collectively, the “Meat-Tech Financial Statements”). The Meat-Tech Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated, except that the
unaudited Meat-Tech Financial Statements are not required to contain all footnotes required by IFRS.
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10.15. |
Property. The property and assets that Meat-Tech or the Purchaser own are free and clear of all Encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent
and Encumbrances that arise in the ordinary course of business and do not materially impair Meat-Tech’s or the Purchaser’s ownership or use of such property or assets. With respect to the property and assets it leases, Meat-Tech or the
Purchaser are in compliance with such leases and holds a valid leasehold interest free of any Encumbrances other than those of the lessors of such property or assets. Meat-Tech nor the Purchaser own any real property.
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10.16. |
Changes. Since the Locked Box Date, there has not been, except in the ordinary course of business:
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(a) |
any change in the assets, liabilities, financial condition or operating results of Meat-Tech from that reflected in the Meat-Tech Financial Statements that have caused, in the aggregate, a Material Adverse Effect;
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(b) |
any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect;
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(c) |
any waiver or compromise by Meat-Tech of a valuable right or of a material debt owed to it;
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(d) |
any satisfaction or discharge of any Encumbrance or payment of any obligation by Meat-Tech;
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(e) |
any resignation or termination of employment of any officer or key employee of Meat-Tech;
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(f) |
any mortgage, pledge, transfer of a security interest in, or lien, created by Meat-Tech, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course
of business and do not materially impair Meat-Tech’s ownership or use of such property or assets;
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(g) |
any loans or guarantees made by Meat-Tech to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances;
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(h) |
any sale, assignment or transfer of any Meat-Tech Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;
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|
(i) |
any arrangement or commitment by Meat-Tech to do any of the things described in this Section 10.16.
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10.17. |
Employees.
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(a) |
To Meat-Tech’s Best Knowledge, none of Meat-Tech’s or the Purchaser’s employees are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order
of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of Meat-Tech or the Purchaser or that would conflict with Meat-Tech’s or the Purchaser’s business. Neither the
execution or delivery of this Agreement, nor the carrying on of Meat-Tech’s or the Purchaser’s business by the employees of Meat-Tech or the Purchaser, nor the conduct of the Meat-Tech’s or the Purchaser’s business as now conducted, will
conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.
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(b) |
To Meat-Tech’s Best Knowledge, Meat-Tech nor the Purchaser are delinquent in payments to any of their employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any
service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. Meat-Tech and the Purchaser have complied in all material respects with all applicable state and
federal equal employment opportunity Laws and with other Laws related to employment, including those related to wages, hours, worker classification and collective bargaining. Meat-Tech and the Purchaser have withheld and paid to the
appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from their employees and are not liable for any arrears of wages, taxes, penalties or other sums for
failure to comply with any of the foregoing.
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(c) |
Neither Meat-Tech nor the Purchaser is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no
labor union has requested or, to the knowledge of Meat-Tech, has sought to represent any of the employees, representatives or agents of Meat-Tech or the Purchaser. There is no strike or other labor dispute involving Meat-Tech or the
Purchaser pending, or to Meat-Tech’s Best Knowledge, threatened, which could have a Material Adverse Effect, nor is Meat-Tech aware of any labor organization activity involving its employees.
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(d) |
None of the directors of Meat-Tech or the Purchaser have been (i) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar
officer by a court for his or her business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order,
judgment or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him or her from engaging, or otherwise imposing limits or conditions on his or her engagement
in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company.
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10.18. |
Tax Returns and Payments. There are no state, county, local or foreign taxes due and payable by Meat-Tech or the Purchaser which have not been timely paid. There are no accrued and unpaid state,
country, local or foreign taxes of Meat-Tech or the Purchaser which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable state, local or foreign governmental
agency. Meat-Tech and the Purchaser have duly and timely filed all state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes
for any year.
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10.19. |
Insurance. To Meat-Tech’s Best Knowledge, Meat-Tech and the Purchaser have in full force and effect insurance policies concerning such casualties as would be reasonable and customary for companies
like Meat-Tech and the Purchaser, with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.
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10.20. |
Permits. Meat-Tech and the Purchaser have all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now conducted, the lack of which could have a
Material Adverse Effect. Meat-Tech nor the Purchaser are in default in any material respect under any of such franchises, permits, licenses or other similar authority.
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10.21. |
Corporate Documents. The deed of incorporation and the articles of association of Meat-Tech and the Purchaser as of the Closing Date are in the form provided to the Sellers.
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10.22. |
Disclosure. No representation or warranty of Meat-Tech or the Purchaser contained in this Agreement, contains, to Meat-Tech’s Best Knowledge, any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
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11. |
INDEMNIFICATION AND LIMITATION
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11.1. |
Sellers’ Representations
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11.1.1. |
Indemnification
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11.1.2. |
Time limitations
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11.1.3. |
Financial limitations
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11.2. |
POM Representations
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11.2.1. |
Indemnification
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11.2.2. |
Time limitations
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(a) |
by the date which is ninety (90) days following the expiration of the applicable statute of limitations in respect of any Claim for breach of any of the Fundamental Representations;
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(b) |
by the date which is eighteen (18) months following the Closing Date in respect of any Claim for breach of any of the General Representations; and
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(c) |
by the date which is twenty-four (24) months following the Closing Date in respect of any Claim for breach of any of the IP Representations.
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11.2.3. |
Financial limitations
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(a) |
De Minimis
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(b) |
Tipping Basket
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(c) |
Cap
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(a) |
their Pro Rata Portion of the Effectively Paid Portion of the Purchase Price in respect of any Claim for breach of any of the Fundamental Representations;
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(b) |
twenty-five percent (25%) of their Pro Rata Portion of the Effectively Paid Portion of the Purchase Price in respect of any Claim for breach of any of the IP Representations; and
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(c) |
ten percent (10%) of their Pro Rata Portion of the Effectively Paid Portion of the Purchase Price in respect of any Claim for breach of any of the General Representations.
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11.3. |
Exclusion
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(a) |
was Disclosed to the Purchaser in the Disclosed Information;
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(b) |
was taken into account in the Locked Box Accounts;
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(c) |
would not have arisen but for a change in the valuation rules or accounting policies adopted by the Company after Closing;
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(d) |
any action of the Purchaser after Closing done otherwise than in the ordinary course of business of the Company and in the knowledge that such action might reasonably be expected to give rise to, or increase the extent of, a Claim under
this Section 11; or
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(e) |
would not have arisen but for a change in Laws or regulations applicable to the Purchaser after Closing.
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11.4. |
Other limitations
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(a) |
by the amount of indemnification or other recoveries paid by the insurance companies or by any third parties to the Purchaser Indemnified Parties which the latter have received in connection with the circumstance which has originated the
Claim; and
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(b) |
by the realized tax saving, if any, resulting in an effective reduction of Taxes payable to any Tax Authority by the Purchaser Indemnified Parties arising from Losses in respect of which the Claim has been made, which it would not have
received or made but for the circumstances giving rise to the Claim.
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11.5. |
No limitation of liability
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11.6. |
Mitigation of Losses
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11.7. |
Indemnification via Meat-Tech Shares
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11.8. |
Meat-Tech Representations
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12. |
CLAIMS BY THE PURCHASER
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12.1. |
If the Purchaser becomes aware of a matter or circumstance which gives rise, or may give rise to, a Claim, the Purchaser shall give notice to the Sellers’ Representative, and, to the extent the Claim relates to the breach of a Sellers’
Representation, to the relevant Seller, specifying the relevant facts within sixty (60) Business Days after it becomes aware of that matter or circumstance, under penalty of forfeiture. Such notice shall set out the details of the specific
actions, facts or events in respect of which the Claim is made, together with a with a first estimate of the amount of Losses which are the subject of the Claim. The notice shall enclose a copy of all documents establishing the basis of the
Claim insofar as reasonably available. For the avoidance of doubt, any failure by the Purchaser to give notice as contemplated by this Section 12 in relation to any matter or circumstance shall result in the automatic and irrevocable
forfeiture by the Purchaser of its rights in relation to such Claim.
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12.2. |
In the event that the Sellers’ Representative does not notify the Purchaser of the fact that the relevant Seller(s) dispute the Claim within thirty (30) Business Days of receipt of the notice, the relevant Seller(s) shall be deemed to
have accepted liability for the amount as mentioned in such notice.
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12.3. |
If the Sellers’ Representative and the Purchaser are unable to reach an agreement on the amount of the Losses to be indemnified by the relevant Seller(s) within thirty (30) Business Days following notification of the Sellers’ objections,
the matter shall be decided in accordance with Section 16.11.
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12.4. |
In connection with any Claim made by the Purchaser, the Purchaser shall, and shall cause the Company to, allow the Sellers and their advisors to investigate the actions, facts or events alleged to give rise to such Claim and whether, and
to what extent, any amount is payable in respect of such Claim.
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12.5. |
If the Sellers have accepted or are deemed to have accepted the amount of the Losses claimed by the Purchaser pursuant to Section 12.1, or if the Sellers and the Purchaser have agreed another amount in this respect, the Sellers shall pay
such amount to the Purchaser, within ten (10) Business Days as of such acceptance or agreement.
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12.6. |
If the matter giving rise to a Claim has been decided by arbitration, the Sellers shall pay any amount due to the Purchaser including any interest, within ten (10) Business Days as of the decision ordering the Sellers to make such
payment (or on any other date as may be decided by the arbitration panel, whichever is the earlier).
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12.7. |
The Sellers shall not be liable under this Agreement in respect of any Claim in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is therefore due and payable. For the
avoidance of doubt, this will not prevent the Purchaser from validly introducing a Claim for any contingent liability prior to the relevant time limitation lapsing.
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13. |
THIRD PARTY CLAIMS
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13.1. |
If a Claim notified by the Purchaser to the Sellers’ Representative in accordance with Section 12 arises as a result of, or in connection with, a claim or liability or alleged liability of the Company to a third party (a “Third Party Claim”), then, until any final compromise, agreement, final judgment or award by a competent court or arbitral tribunal in respect of the Claim is made in respect of that Third Party Claim or
that Third Party Claim is otherwise finally disposed of:
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13.1.1. |
the Purchaser shall, and shall procure that the Company shall, provide the Sellers’ Representative with copies of all documents relating to the Third Party Claim as the Sellers’ Representative may reasonably request, subject to the
Sellers agreeing to keep all such documents confidential and to use them only for the purpose of dealing with the Third Party Claim;
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13.1.2. |
the Purchaser undertakes to cause the Company to use all reasonable endeavors in the defense of this Third Party Claim, as would be expected of a professional party, and shall ensure that Sellers’ Representative remarks shall be taken
into account in so far as such remarks are reasonable and made in the Purchaser’s or the Company’s interest, but shall be allowed to, in its absolute discretion, take such action as it deems necessary to avoid, dispute, deny, defend,
resist, appeal, or contest such claim or liability (including, without limitation, making counterclaims or other claims against third parties), subject to regularly informing the Sellers’ Representative thereof; and
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13.1.3. |
the Purchaser shall keep the Sellers’ Representative informed on the status of any Third Party Claim, and consult with the Sellers’ Representative on the proposed defense in relation to such Third Party Claim, and to allow the Sellers’
Representative, to the extent requested by the Sellers, to be present at any and all meetings with the third party concerned.
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13.2. |
The Purchaser (or the Company) shall not enter into any settlement or make any admission of liability in respect of any Third Party Claim without the prior written consent of the Sellers’ Representative. The Purchaser shall promptly
notify the Sellers’ Representative of each settlement offer with respect to a Third Party Claim, which it is willing to accept. The Sellers’ Representative shall notify the Purchaser within ten (10) Business Days following receipt of such
notice whether or not they are willing to accept the settlement offer. If the Sellers’ Representative consent to a settlement offer of a Third Party Claim, but the Purchaser does not consent to it, the Purchaser may continue to contest or
defend such Third Party Claim and, in such event, the maximum liability of the Sellers with respect to such Third Party Claim shall, subject to the limitations set out in Section 11, not exceed the full amount of such settlement offer,
provided that the Sellers shall have wired the entire amount of such settlement offer to the account of the Company or the Purchaser. If the Sellers’ Representative does not consent to any settlement offer of a Third Party Claim, the
Purchaser and the Company may continue to contest or defend such Third Party Claim and, in such event, the Sellers shall, subject to the limitations set out in Section 11, be liable to the Purchaser for the full amount of the Losses
sustained by the Purchaser or the Company as a result of such Third Party Claim. The Purchaser and/or the Company shall, however, be allowed to make any admission of liability or enter into any settlement agreement or compromise as they
consider appropriate if the Sellers’ Representative fail to respond in writing to the Purchaser in accordance with this Section 13.2 within the time limitation set forth herein.
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13.3. |
Subject to the Sellers expressly accepting their full, sole and exclusive liability under this Agreement in respect of a Third Party Claim, they may choose to take over the defense of such Third Party Claim, at their own costs and
expenses (including costs of advisors and judicial costs), it being understood, however, that the Sellers’ Representative needs to communicate this decision to the Purchaser within thirty (30) days after they have become aware of the Third
Party Claim, and that, in such event, the Purchaser retains the right (but has no obligation) to participate in any such defense and to engage a separate counsel of its choosing at its cost. Notwithstanding the foregoing, the Purchaser may
object to such takeover of the defense against a Third Party Claim by the Sellers if, in the Purchaser’s reasonable opinion, this Third Party Claim is (i) commercially sensitive, (ii) involves circumstances or matters dating from after
Closing or (iii) if it could have a material impact on the Company’s image or goodwill towards customers or (governmental, Tax or regulatory) authorities. If the Sellers take over the defense against a Third Party Claim in accordance with
this Section 13.3, the provisions of Sections 11, 12.1 and 12.2, shall apply mutatis mutandis.
|
14. |
MEAT-TECH'S OBLIGATIONS
|
14.1. |
Meat-Tech (i) guarantees to the Sellers the performance by the Purchaser of all of the Purchaser's obligations under the Agreement, (ii) shall at all times provide to the Purchaser sufficient financial and other support in order to
enable the Purchaser to fulfill any and all of its obligations under the Agreement, including, but not limited to the payment of the Purchase Price to the Sellers, and (iii) undertakes that whenever the Purchaser does not timely pay any
amount due under or in connection with this Agreement that Meat-Tech shall immediately on demand pay such amount as if it were the principal obligor.
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14.2. |
Meat-Tech shall be jointly and severally liable with the Purchaser for the performance of the obligations and undertakings of the Purchaser resulting from this Agreement (and shall, for the avoidance of doubt, remain jointly and
severally liable when the Purchaser shall be incorporated and shall have taken over and assumed (the obligations and undertakings resulting from) this Agreement in accordance with article 2:2 of the Belgian Code of Companies.
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15. |
SELLERS' REPRESENTATIVE
|
15.1. |
The Sellers irrevocably make, constitute and appoint David Brandes and Dirk Standaert acting jointly as the Sellers’ representative to act as their agent and attorney-in-fact (the “Sellers’ Representative”)
and authorize and empower them to fulfill the role of the Sellers’ Representative under this Agreement. The Sellers shall only be entitled to replace the Sellers’ Representative by giving written notice to the Purchaser, executed by all the
Sellers. The Sellers shall at all times ensure the appointment of a Sellers’ Representative in accordance with this Section 15.
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15.2. |
Each Seller hereby irrevocably makes, constitutes and appoints the Sellers’ Representative as such Seller’s true and lawful attorney and agent, for such Seller and in such Seller’s name, to (a) sign and execute on behalf of such Seller
the Trust Agreement and the paying agency agreement to be entered into with the Paying Agent on the Closing Date; (b) receive all notices and communications directed to such Seller under this Agreement and to take such action (or to
determine to take no action) with respect thereto as the Sellers’ Representative may deem appropriate as effectively as such Seller could act for himself or itself; (c) to receive and distribute to the Sellers all amounts payable under this
Agreement; (d) to execute and deliver all instruments and documents of every kind incident to the foregoing to all intents and purposes and with the same effect as such Seller could do personally; and (e) to take all actions necessary or
appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. Each Seller hereby ratifies and confirms as his or its own act, all that the Sellers’ Representative will do or cause to be done pursuant to
the provisions of this Section 15. All notices and communications directed to the Sellers under this Agreement will be given to the Sellers’ Representative. A decision, act, consent or instruction of the Sellers’ Representative shall
constitute a decision of the Sellers’ Representative and of all of the Sellers, and shall be final, binding and conclusive upon each of the Sellers.
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15.3. |
The Purchaser has been advised that the Sellers’ Representative cannot, otherwise than as provided in Section 15.2, without the consent of the Seller so affected, enter into any contract, agreement, arrangement or understanding or
execute any document or instrument, that would: (i) affect the calculation of any of the Sellers’ part of the Purchase Price, (ii) adversely impact the financial interests of any of the Sellers as set forth in this Agreement, (iii) impose
obligations on any of the Sellers not set forth in this Agreement; or (iv) materially alter the economic terms of the Agreement.
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15.4. |
The Sellers’ Representative shall for all purposes be deemed the sole authorized agent and attorney of each Seller until such time as the agency is terminated. The grant of authority provided for in this Section 15 shall be irrevocable
and survives the death, incompetence, bankruptcy or liquidation of each Seller and shall survive the delivery of an assignment by each Seller of the whole or any fraction of its interests in this Agreement.
|
15.5. |
The Parties agree that the Sellers’ Representative shall only be appointed as an agent, within the meaning of this Section 15, of the Sellers.
|
16. |
MISCELLANEOUS.
|
16.1. |
Sole exclusive remedy. Unless explicitly provided otherwise in this Agreement, the indemnification provisions contained in Sections 9, 11, 12 and 13 are
intended to provide and shall be the sole and exclusive remedy following the Closing, as to all money damages for any action based upon, arising out of or related to the subject matter of this Agreement, and each Party waives to the fullest
extent permitted by Law any other rights and remedies it may have under any applicable Law, and shall therefore not be entitled to rescind this Agreement in any circumstances.
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16.2. |
Release of directors’ liability. The Purchaser agrees and undertakes to vote at the next annual general meeting of shareholders of the Company with all its shares in favor of a resolution releasing
the POM Founders in their capacity as the Company’s directors from any liability for general management faults (gewone bestuursfouten) arising from the performance of their respective director’s
mandate for the Company during the current financial year.
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16.3. |
Transfer restriction. The Purchaser agrees and undertakes not to directly sell or otherwise transfer all or part of the Shares to any entity established or resident outside of the European Economic
Area within a period of twelve (12) months following the Closing Date. In case of a breach by the Purchaser of its obligations under this Section 16.3, the Purchaser shall reimburse to the Seller(s) any losses (including, for the avoidance
of doubt, any taxes) effectively incurred by such Seller(s) as a result of such breach.
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16.4. |
Effect of termination. If this Agreement is terminated pursuant to Section 3.3 or 3.8, all rights and obligations of the Parties hereunder shall terminate except for this Section 16.4 and Sections
16.8, 16.9, 16.11, 16.13, 16.14, 16.16 and 16.17, which shall survive the termination of the Agreement.
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16.5. |
No joint and several liability. Where any obligation, representation, warranty, covenant or undertaking in this Agreement is expressed to be made, undertaken or given by the POM Founders or the
Sellers, such relevant Parties shall be severally but not jointly (deelbaar en niet hoofdelijk) responsible in respect of it to the Purchaser and each such Party shall only be liable up to such
Party’s Pro Rata Portion of the relevant losses. Where any obligation, representation, warranty, covenant or undertaking in this Agreement is expressed to be made, undertaken or given by each POM Founder or Seller individually, each such
Party shall be individually responsible in respect of it to the Purchaser.
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16.6. |
Interest on late payments. Interest shall accrue from the date of the notice of default up to the date of payment, at the rate of three percent (3%) per year calculated on the basis of a year of
three hundred and sixty-five (365) calendar days. Such interest shall accrue from day to day. Subject to the conditions of section 1154 of the Belgian Civil Code, interest amounts (if unpaid) on an overdue amount will be compounded with
that overdue amount at the end of each year that such interest amount remains unpaid (it being understood that the interest remains immediately due and payable).
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16.7. |
Announcements. At any time before the Closing Date, no Party will disclose the existence, subject matter or terms of this Agreement, unless in accordance with Section 16.8 or Section 16.18 or with
the prior written approval of the Purchaser and the Sellers’ Representative, which may not be unreasonable withheld or delayed.
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16.8. |
Confidentiality.
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16.8.1. |
The terms of this Agreement or any agreements entered into pursuant to this Agreement are confidential, and subject to Section 16.7 and Section 16.18, and unless otherwise provided in this Section, each Party is prohibited from
disclosing all or part of this Agreement at any time (including after the Closing Date).
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16.8.2. |
Subject to Section 16.8.3:
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(a) |
Each of the Parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to
the negotiations relating to this Agreement (or any agreement entered into pursuant to this Agreement);
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(b) |
The Sellers shall treat as strictly confidential and not disclose or use any information relating to the Company, the Purchaser and/or Meat-Tech following the Closing Date;
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(c) |
The Purchaser and Meat-Tech shall treat as strictly confidential and not disclose or use any information relating to the business, financial and other affairs (including future plans and targets) of the Sellers.
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16.8.3. |
Sections 16.8.1 and 16.8.2 shall however not prohibit disclosure or use of any information if and to the extent that:
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(a) |
The disclosure or use is required by applicable Law, provided that prior to such disclosure or use, the Party concerned shall, to the extent practicable, promptly notify the other Parties of such requirement with a view to providing the
other Parties with the opportunity to give its comments (which shall not be unreasonably withheld) regarding such disclosure or use;
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(b) |
The disclosure or use is required for the purpose of complying with the provisions of this Agreement or any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement;
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(c) |
The information is or becomes publicly available (other than by breach of this Agreement);
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(d) |
The other Parties have given their prior written approval to the disclosure or use;
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(e) |
The disclosure to or use by professional advisors or third party suppliers on a “need-to-know” basis and provided that such advisors or suppliers are subject to written confidentiality obligations; or
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(f) |
The information was already in the possession of that Party and is not subject to a confidentiality obligation or restriction in use.
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16.9. |
Costs. Except as otherwise expressly provided in this Agreement, each Party shall bear all costs, fees and expenses borne or incurred by it in connection with the preparation, negotiation,
execution and performance of this Agreement and the Transaction.
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16.10. |
Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions
of this Agreement and the intentions of the parties as reflected thereby.
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16.11. |
Governing Law; Jurisdiction. This Agreement is governed by Belgian law. All disputes arising out of or in connection with the Agreement will be finally settled under the CEPANI Rules of Arbitration
by three (3) arbitrators appointed in accordance with those Rules. The arbitration procedure will take place in Brussels and will be conducted in English.
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16.12. |
Successors and Assigns; Assignment. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,
executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of the Sellers
or the Purchaser.
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16.13. |
Entire Agreement; Amendment. This Agreement and the other documents delivered pursuant hereto at the Closing and thereafter constitute the full and entire understanding and agreement among the
parties with regard to the subjects hereof and thereof (including, for the avoidance of doubt, the non-binding letter of intent entered into between the Company (on behalf of its shareholders) and Meat-Tech on September 9, 2020). Except as
expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Party against whom enforcement of any such amendment, waiver, discharge
or termination is sought, except that any provision of this Agreement may be amended, waived or discharged by a writing signed by the Parties, in which case such amendment, waiver or discharge shall obligate all parties to this Agreement.
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16.14. |
Notices. Any notices or other documents to be given hereunder shall be delivered or sent by registered mail or by facsimile or email transmission (with electronic confirmation of delivery) to the
addresses or to the facsimile number of the parties hereto set out in this Agreement (or such other address or numbers as may have been notified) and any such notice or other document shall be deemed to have been served one (1) Business Day
after delivery by courier, four (4) Business Days after delivery by registered mail and one (1) Business Day after facsimile or email transmission and written confirmation receipt of such facsimile.
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16.15. |
Waiver. No failure on the part of any party hereto to exercise, and no delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or remedy by any party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No express written waiver or assent by any party hereto to any breach of or default in
any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof. All remedies, either under this Agreement or by law or otherwise
afforded to any holder, shall be cumulative and not alternative.
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16.16. |
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together
shall constitute one instrument.
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16.17. |
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in
full force and effect and said provision shall be amended as required for it to become legal and enforceable, and this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable
law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
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16.18. |
Publicity. Press release, public statements, advertisement or similar publicity from any party hereunder with respect to the participation of the Company in the Transactions (or any other matter
relating to the Company) shall be coordinated with the POM Founders.
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/s/ Dirk Standaert
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/s/ David Brandes
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Dirk Standaert
/s/ Eva Sommer
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David Brandes
/s/ Paul Mozdziak
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Eva Sommer
/s/ Barbara Doerner
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For Oliver Seaward Consulting LLC
Paul Mozdziak
Managing partner
/s/ Benjamin Brudler
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For KD Medienagentur und Beteiligungsgesellshaft GmbH
Name:
Capacity:
/s/ Sascha B. Lehmann
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For Brudler Beteiligungen GmbH
Name:
Capacity:
/s/ Mira Gelehrter
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Sascha B. Lehmann
/s/ Kian Moini
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Mira Gelehrter
/s/ Philipp Klöckner
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For Unternehmersgeist 27 UG
Name:
Capacity:
/s/ Chris von Wedemeyer
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For HiddenMarkets UG
Name:
Capacity:
/s/ Pascal Vetter
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For HGvW Holding GmbH & Co. KG
Name:
Capacity:
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For Burgaststätte Hohen Neuffen GmbH
Name:
Capacity:
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/s/ Arend Lars Iven
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/s/ Tamara Minick-Scokalo
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For BVPO Berlin Venture Partners GmbH
Name:
Capacity:
/s/ Jan Bohl
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Tamara Minick-Scokalo
/s/ Michael Edelhart
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For Jan Bohl GmbH
Name:
Capacity:
/s/ Wolf Michael Nietzer
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For Joyance Partners LLC
Name: Michael Edelhart
Capacity: Manager
/s/ Wolf Michael Nietzer
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For Food Ventures I GmbH & Co. KG
Name:
Capacity:
/s/ Philippe Fornier
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For Food Ventures II GmbH & Co. KG
Name:
Capacity:
/s/ Andrew Ive
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Philippe Fornier
/s/ Salvatore Matteis
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For New Protein Fund I
Name:
Capacity:
/s/ Aleksander Jakima
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For Next Ventures Fund SCA SICAV-RAIF
Salvatore Matteis
Manager A of Next Ventures GP S.à.r.l., managing general partner
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For Next Ventures Fund SCA SICAV-RAIF
Aleksander Jakima
Manager B of Next Ventures GP S.à.r.l., managing general partner
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/s/ Sharon Fima
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/s/ Omri Schanin
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For Meat-Tech Europe BV, in the process of incorporation:
Meat-Tech 3D Ltd.
Name:
Capacity:
/s/ Guy Hefer
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For Meat-Tech Europe BV, in the process of incorporation:
Meat-Tech 3D Ltd.
Name:
Capacity:
/s/ Sharon Fima
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For Meat-Tech Europe BV, in the process of incorporation:
Meat-Tech 3D Ltd.
Name:
Capacity:
/s/ Omri Schanin
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For Meat-Tech 3D Ltd.
Name:
Capacity:
/s/ Guy Hefer
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For Meat-Tech 3D Ltd.
Name:
Capacity:
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For Meat-Tech 3D Ltd.
Name:
Capacity:
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