Hadasit Bio-Holdings

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A Strategic Investment in BioMarCare Technologies Inc.

Mar. 27, 2012

Link to Hebrew immediate report

Hadasit Bio holdings Ltd. is pleased to announce that one of its portfolio companies, BioMarCare Technologies Inc. ("BioMarCare “) and Micomedic Technologies Ltd. (a public company traded on the Tel Aviv Stock Exchange) ("Micromedic"), signed an investment agreement, the principles of which are as follows:

1. Micomedic has agreed to invest a total of 1,000,000 U.S. dollars ("Investment Amount "), in BioMarCare in return for BioMarCare shares ("Investment Shares") in an amount that would constitute about 33% of BioMarCare’s capital (fully diluted, following the allocation).

2. In addition, Micromedic was granted an option to invest another U.S. $ 1,000,000 in BioMarCare (the "Option"), for an additional allocation of ordinary shares, which immediately after exercising the option, and together with the Investment Shares, would constitute approximately 53% of BioMarCare’s capital (fully diluted). The Option, in whole or in part, will be exercisable from the date Micromedic paid the last of the deferred payments, as described below and until the earlier of: (a) 30 months following completion of the transaction, (2) a breach of payment by Micromedic, as defined below; or (3) a liquidity event, as defined in the investment agreement.

3. Micomedic will be entitled to appoint the majority of the members of the Board immediately after the completion of the investment agreement and against the first payment as set out below.

4. In BioMarCarre’s bylaws, which will enter into force simultaneously with the signing of the investment agreement, there are a number of issues which require a special majority ("Special Majority”) for approval of decisions, including, inter alia, to permit a change in the bylaws, approval of transactions with interested parties and for the allocation of securities with preferential rights over the ordinary shares .

5. The investment amount will be transferred by Micomedic to BioMarCare in four installments; transfer of shares against the investment will also be in installments, following each payment. On the closing date of the investment agreement, and against the first payment of the Investment Amount, BioMarCare will allocate the first installment of the shares to Micromedic. The remaining shares will be placed in escrow with an agreed trustee that will then transfer the appropriate number of shares to Micromedic upon each payment of the differed payments as they will be entitled to according to the investment agreement. In addition, the parties agreed that Micomedic will be entitled, subject to fulfillment of certain conditions, to assign its right to execute the deferred payments, to third parties.

6. In the event that Micomedic were to violate its obligation to transfer any of the differed payments ("breach of payment"), and in accordance with the conditions set forth in the investment agreement, BioMarCare may deny Micomedic its eligibility to: (a) a majority of the board of directors, (b) the remaining shares held in trust for which they have not paid (c) exercise the Option (d) the Special Majority (subject to the exceptions stated in the bylaws). In addition, the Investment Agreement provides that the revocation of Micromedic’s rights, as described above, is BioMarCare’s only remedy against Micomedic in an event of breach of payment by Micromedic.

7. Completion of the investment agreement is subject to the fulfillment of a number of conditions, among other things, converting all previously issued convertible loans to BioMarCare by shareholders (present and past), including Hadasit Bio - Holding's.


Hadasit Bio - Holdings Ltd.


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