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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/21/16 Elbit Imaging Ltd 20-F 12/31/15 10:12M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual and Transition Report of Foreign Private HTML 999K
Issuers
6: EX-4.10 Securities Purchase Agreement and Supplemental HTML 153K
Agreement
7: EX-4.11 Consensual Terms of Loan Transfer HTML 16K
2: EX-4.6 Fourth Supplement and Amendment to the Series D HTML 31K
Preferred Share Purchase Agreement
3: EX-4.7 Fifth Supplement and Amendment to the Series D HTML 37K
Preferred Share Purchase Agreement
4: EX-4.8 Share Purchase Agreement HTML 468K
5: EX-4.9 Fifth Amendment Agreement to Facilities Agreement HTML 1.02M
8: EX-12.1 Statement re: Computation of Ratios HTML 12K
9: EX-13.1 Annual or Quarterly Report to Security Holders HTML 8K
10: EX-15.2 Annual Condensed Financial Statements as of HTML 89K
December 31, 2015 for the Years Ended
December 31, 2015, 2014 and 2013
Exhibit 4.6
FOURTH SUPPLEMENT AND AMENDMENT TO THE SERIES D PREFERRED SHARE PURCHASE AGREEMENT DATED JUNE 26, 2014
THIS FOURTH SUPPLEMENT AND AMENDMENT (the “Supplement”) is made as of June 10, 2015, by and between InSightec Ltd., a private limited company organized and existing under the laws of Israel (the “Company”), York Global Finance II S.à r.l., a limited liability company organized under the laws of Luxemburg (“York”), Shanghai GEOC Hengtong Investment Limited Partnership, a limited liability partnership organized under the laws of the People’s Republic of China (“GEOC”), Fortune China Limited, a company incorporated under the laws of the British Virgin Islands (“Fortune China”), Meditech Advisors LLC, a limited liability company organized under the laws of Delaware (“MTA”), Mr. Maurice R. Ferré (“Ferré”), Mr. Lawrence Platt (“Platt”), Mr. Kenneth G. Langone (“Langone”), Mr. Michael P. Stansky (“Stansky”), CIH- InSightec Ltd. series, a series of Cranley Investment Holdings, LLC a limited liability company organized under the laws of Delaware (“CIH”), Primatec Holdings S.A. a company organized under the laws of Panama (“Primatec”) and Exigent Alternative Capital or any of its affiliates (“Exigent”), (each of York, GEOC, Fortune China, MTA, Ferré, Platt, Langone, Stansky, CIH, Primatec and Exigent shall be referred to as a “Purchaser” and together the “Purchasers”). The Company and the Purchasers collectively referred to hereinafter as the “Parties”, and each, a “Party”.
| WHEREAS | the Company, York, GEOC, Fortune China, MTA, Ferré and Platt are parties to certain Series D Preferred Share Purchase Agreement, dated June 26, 2014, as amended on September 7, 2014, on December 15, 2014 and on February 10, 2015 (the “Agreement”); |
| WHEREAS | under the Agreement, Elbit Medical Technologies Ltd. (“Elbit”) had the option to purchase up to an additional 1,804,433 Series D Preferred Shares, at the Series D Purchase Price, exercisable until May 31, 2015, for an aggregate consideration of $3,500,000 (“Option”); |
| WHEREAS | on May 21, 2015, Elbit notified the Company that it has elected not to exercise its Option and to waive such right; |
| WHEREAS | pursuant to the Agreement, in the event that Elbit elects to purchase the Subsequent Purchased Shares for an aggregate consideration of less than $3,500,000, York will have the right to purchase any shortfall pursuant to the terms of the Agreement (the “Shortfall Right”); |
| WHEREAS | York wishes to assign its Shortfall Right to Langone, Stansky, CIH, Primatec and Exigent, as described below; and |
| WHEREAS | each of Langone, Stansky, CIH, Primatec and Exigent wishes to invest in the Company in exchange for Series D Preferred Shares to be issued by the Company, subject to the terms and conditions set forth below; |
1
NOW IT IS HEREBY AGREED as follows:
| 1. | Interpretation and Preamble |
1.1. The preamble of this Supplement shall be an integral part thereof.
1.2. In this Supplement, unless specified otherwise, all terms shall have the meaning ascribed to them in the Agreement.
| 2. | Amendments to the Agreement |
2.1. York hereby assigns its Shortfall Right to Langone, Stansky, CIH, Primatec and Exigent in accordance with the investment amounts of each investor specified in Schedule 1 attached to this Supplement. It is hereby clarified that Schedule 1 attached to this Supplement replaces and supersedes Schedule 1 of the Agreement. York shall have no further rights or obligations of any kind with respect to exercise (or non-exercise) of the Shortfall Right, provided however, that should any of the assignees not exercise his Shortfall Right, such unexercised right shall revert to York and York shall be entitled to exercise the Shortfall Right in no event later than June 15, 2015.
2.2. The definition of "Subsequent Investor" in Section 2.1 of the Agreement shall be revised such that Langone, Stansky, CIH, Primatec and Exigent shall be also considered as "Subsequent Investors" under the Agreement. The purchase and sale of the Subsequent Purchased Shares pursuant to this Supplement shall take place remotely via the exchange of documents and signatures, at such time and place as the Company and the applicable Subsequent Investors mutually agree upon orally or in writing and in no event later than June 15, 2015.
2.3. It is agreed by the Parties that, by executing this Supplement, each of the Purchasers shall be considered a Purchaser under the Agreement and a Party to the Agreement, as if it were an original signatory thereto subject to the amendments and modifications to the Agreement contained herein.
| 3. | Miscellaneous |
3.1. All notices and communications to be given or made under this Agreement shall be in writing and delivered by hand-delivery, registered first class mail (return receipt requested), facsimile, air courier guaranteeing overnight delivery or shall be by e- mail, addressed as set forth on the signature pages hereof, or to such other Person or address as a Party may designate by notice. All notices and other communications delivered in person or by courier service shall be deemed to have been delivered as of three (3) Business Days after sending thereof, those delivered by email shall be deemed delivered on the following business day in the jurisdiction of the relevant recipient, and all notices and other communications sent by registered mail (or air mail if the posting is international) shall be deemed given seven (7) days after posting. Each such notice or other communication shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answer back or receipt confirmed by return e mail from the recipient. Such notices and communications shall be sent to the Company and the Purchaser at the following addresses:
2
if to the Company:
Nahum Het 5
Tirat Carmel Israel
Attention: Kobi Vortman
Email: kobiv@insightec.com
Facsimile: 04-8131322
if to GEOC:
Suite 3601B-03, The Center, No.989 Changle Road,
Xuhui District, Shanghai, 200031, China
Attention: Perry Xu
Email: xuhj@gocapital.com.cn
Facsimile: +86 21 54070220
If to Fortune China:
2101, 21/F
Wanchai Commercial Center
194-204 Johnston Road, Wanchai, Hong Kong
Attention: Howard Chu
Email: zhuhh@gocapital.com.cn
Facsimile: 852 26870103
If to York:
York Capital Management
767 Fifth Avenue
New York, NY 10153, U.S.A
Attention: General Counsel
Email: RSwanson@yorkcapital.com
Facsimile: +1 (212) 300-1301
If to MTA:
Meditech Advisors LLC
11 Kiryat Hamada St.
Jerusalem, Israel 91450
If to Mr. Maurice R. Ferré:
521 S Mashta Dr
Key Biscayne, FL 33149, U.S.A
If to Mr. Lawrence Platt:
1505 S.Glenville
Los Angeles, CA 90035, U.S.A
If to Mr. Michael P. Stansky:
36 Skyview Lane
Email: mpstansky@gmail.com
3
If to Mr. Kenneth G. Langone:
375 Park Avenue
Suite 2205
Tel: (212) 421-2500
Email: ken@invemed.com
If to CIH :
701 Brickell Avenue, Suite 2100
Email: AlbertoBeeck@gmail.com
If to Primatec:
Edificio Centro Magna Corp
Piso 5to. # 502-A,
Avenida Ricardo Arango y Calle manuel Icaza
Panamá, República de Panamá
Email: ramc@ayucus.com
If to Focused Holdings LP:
250 Park Ave, 7th floor
Email: smann@exigentcap.com
3.2. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Supplement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Supplement.
3.3. Except as provided herein, all terms and conditions of the Agreement shall remain unchanged. In the event of any contradiction between the provisions of this Supplement and the Agreement, the provisions of this Supplement shall prevail.
[Signature page to follow]
4
IN WITNESS WHEREOF, the Parties hereto have caused this Supplement to the Agreement to be duly executed and delivered as of the date first written above.
On behalf of Company:
| /s/ Kobi Vortman and Roni Karie |
|
Insightec Ltd. Name: Kobi Vortman and Roni Karie Title: CEO and CFO |
On behalf of GEOC:
| /s/ |
|
Shanghai GEOC Hengtong Investment Limited Partnership
Name: ___________________
Title: Director |
On behalf of Fortune China:
| /s/ Zhu Hepeng |
|
Fortune China Limited
Name: Zhu Hepeng
Title: Director |
5
On behalf of York:
| /s/ John J. Fosina |
|
York Global Finance II S.à r.l.
Name: John J. Fosina
Title: Manager |
On behalf of MTA:
| /s/ Samuel Cubal |
|
Meditech Advisors LLC
Name: Samuel Cubal
Title: MD |
On behalf of Mr. Maurice R. Ferré:
| /s/ Maurice R. Ferre |
On behalf of Mr. Lawrence Platt:
| /s/ Lawrence Platt |
On behalf of Mr. Kenneth G. Langone:
| /s/ Kenneth G. Langone |
6
On behalf of Mr. Michael P. Stansky:
| /s/ Micheal P Stansky |
|
Michael P. Stansky |
On behalf of CIH :
| /s/ Alberto Beck |
|
CIH- InSightec Ltd. series, a series of Cranley Investment Holdings, LLC
Name: Mr. Alberto Beck
Title: Manager |
On behalf of Primatec:
| /s/ Rene A. Morales |
|
Primatec Holdings S.A.
Name: Rene A. Morales
Title: President |
On behalf of Exigent Alternative Capital or any of its affiliates:
| /s/ Eliezer Brender |
|
Name: Eliezer Brender
Title: Member |
7
Schedule 1
INVESTORS & CLOSING PURCHASE PRICE
| Name | Purchase Price (US$) | No. of Purchased Preferred D Shares | ||||||
| York Global Finance II S.À R.L | $ | 43,875,851 | $ | 22,620,297 | ||||
| Shanghai GEOC Hengtong Investment Limited Partnership | $ | 12,150,000 | 6,263,961 | |||||
| Fortune China Limited | $ | 350,000 | 180,443 | |||||
| Meditech Advisors LLC | $ | 1,584,149 | 816,712 | |||||
| Maurice R. Ferré | $ | 1,000,000 | 515,552 | |||||
| Lawrence Platt | $ | 40,000 | 20,622 | |||||
| Kenneth G. Langone | $ | 500,000 | 257,776 | |||||
| Michael P. Stansky | $ | 500,000 | 257,776 | |||||
| CIH- InSightec Ltd. series, a series of Cranley Investment Holdings, LLC | $ | 1,000,000 | 515,552 | |||||
| Primatec Holdings S.A. | $ | 1,000,000 | 515,552 | |||||
| Focused Holdings LP | $ | 500,000 | 257,776 | |||||
| TOTAL | $ | 62,500,000 | 32,222,019 | |||||
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/21/16 | |||
| For Period End: | 12/31/15 | 6-K | ||
| 6/15/15 | 6-K | |||
| 6/10/15 | ||||
| 5/31/15 | ||||
| 5/21/15 | ||||
| 2/10/15 | ||||
| 12/15/14 | ||||
| 9/7/14 | ||||
| 6/26/14 | 6-K | |||
| List all Filings | ||||