TempraMed Technologies — Regulatory Filings 2025

Sep 26, 2025

AGREEMENT

THIS AGREEMENT with appendices (collectively) shall be effective as of July 1 2016, (“the Effective Date”)

BETWEEN

TEMPRAMED ISRAEL, LTD a corporation existing under the laws of Israel, having its principal place of business at 64 Heh B’Iyar, Tel Aviv 62198, Israel (hereinafter called “TEMPRAMED ISRAEL”), and

TEMPRAMED INC., a corporation existing under the laws of Delaware, having its office at 2509 Tahoe Ave, Hayward CA 94545, USA (hereinafter called “TEMPRAMED”).

WHEREAS

A. TEMPRAMED ISRAEL has acquired, developed or licenced knowledge and experience in the design, development and manufacture of components for controlling and maintaining conditions of substances and with respect to this agreement, replacement caps and tubes for controlling and maintaining conditions of drug delivery devices (hereinafter: "the Products");

B. TEMPRAMED have some assets relating to such products and in particular, have spent money on development of similar product and further assigned its rights under agreement with Concept Group to TEMPRAMED ISRALE which further paid Concept Group for Tooling and additional development that TEMPARAMED was not able to pay resulting in default with respect to the agreement between TEMPRAMED and Concept Group dated as of February 21, 2016 by and between TempraMed Inc. and Concept Group Inc (“the Concept Agreement”), for the manufacturing of various components required for the Product;

C. TEMPRAMED ISRAEL will assume all the responsibilities of TEMPRAMED under the Concept Agreement and will further continue the development of the products with the aim to sale products;

D. TEMPRAMED ISRAEL will bare $US650,000 of the development costs of TEMPRAMED in the form of LOAN DEBATURE to TEMPRAMED for its development costs related to the product;

E. TEMPRAMED ISRAEL and TEMPRAMED have agreed to cooperate on the following terms and conditions.

NOW THIS AGREEMENT WITNESSES as follows:

1. DEFINITIONS

In this Agreement, the following terms shall have the following meanings:

(a) “Party” shall mean either TEMPRAMED or TEMPRAMED ISRAEL.

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(b) "Parties" shall mean TEMPRAMED and TEMPRAMED ISRAEL collectively.

(c) "Affiliate" means any corporation, association, or other entity that, directly or indirectly, owns or is owned by or is under common ownership with TEMPRAMED or TEMPRAMED ISRAEL and ownership exists through the direct or indirect ownership of more than forty percent of the voting shares of the entity or through the direct or indirect ability to control the management or business of the entity.

(d) "Change of Control" shall mean any equity, debt, or other event that modifies or changes the ownership of either Party from the ownership structure at the time of the execution of this Agreement. A Change of Control will be deemed as occurring if the equity, debt, or other event results in the owners of either Party owning less than fifty percent of the control of the company or any surviving entity. Change of Control will also be deemed as occurring if either Party signs a licensing deal for substantially all of its intellectual property, obligations, and / or assets.

(e) "Intellectual Property Rights", "IP", and "IPR" shall mean all intellectual property rights pertaining to and subsisting in any country throughout the world including but not limited to any copyrights (including rights in software and source and object code), patents, rights in inventions (whether patentable or not), utility models, topography rights, trade marks (and associated goodwill), plant variety rights, service marks, design rights (whether registered or unregistered), rights in and to databases, Know-How, technical information, confidential process information, trade and business names (including internet domain names and email address names), sui generis rights, trade secrets and other rights in confidential information, proprietary information rights and all other similar proprietary rights as may exist anywhere in the world and all applications and rights to apply for the protection of any of the foregoing, including the right to claim priority from any previously filed application for protection as necessary.

(f) "Know-How" means all technical and commercial information (including but not limited to information related to vacuum structures of any shape technology, vacuum structures manufacturing, vacuum structure testing, vacuum structure handling, and vacuum structure mounting), design details of the product, test results of the product, materials used for making the product, advice, data, knowledge, drawings, specifications, formulae, inventions, processes, techniques, quality control standards and methods of assessment and any modification, enhancement, development, addition or improvement of any of the foregoing.

3. SCOPE OF COOPERATION

(a) TEMPRAMED hereby irrevocably grants TEMPRAMED ISRALE all its rights in the Products.

(b) TEMPRAMED ISRAEL will bare $US650,000 of the development costs of TEMPRAMED in the form of LOAN DEBATURE to TEMPRAMED for its development costs to date, related to the product.

(c) The LOAN DEBATURE will be payable only after Product sales of TEMPRAMED ISRAEL in the USA will exceed $US1,000,000 per year (the "Milestone Year").

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(d) Payment of the LOAN DEBATURE will be made only by grant to TEMPRAMED the right to distribute TEMPRAMED ISRAEL products in the US, in the year following the Milestone Year and until the loan was repaid “the Grant Period”.

(e) During the Grant Period TempraMed Inc will purchase products from TempraMed Israel at a Purchase Price and resale the products to customers in the US. TempraMed Inc. will pay TempraMed Israel for the products and in addition, TempraMed Inc. will pay TempraMed Israel, each month during the Grant Period, royalties fee that is equal to 10% from its gross monthly sales in the US (“the Monthly Payment”). The Purchase price of products will be equal to twice the transfer price TEMPRAMED ISRAEL then sales products to its other distributors (the “Price”). The LOAN DEBATURE will be paid by deducting 50% of the sales of products sold to TempraMed Inc. and the Monthly Payment from the loan amount. Once TEMPRAMED ISRAEL paid the loan the distribution grant will terminate.

(f) There shall be no interest to the loan.

(g) During the term of this agreement TEMPRAMED will provide TEMPRAMED ISRAEL US Agent services for the Products, relating to FDA and US Customs and will further have the responsibilities as Initial Importer and Manufacturer of the Products and shall bear all cost and expenses associated therewith. From the year 2019 TEMPRAMED ISRAEL will pay TEMPRAMED the amount of $US5,000 per year for such services.

(h) Each party shall perform all their obligations under or in connection with this Agreement using due diligence and reasonable skill and care.

4. INTELLECTUAL PROPERTY RIGHTS

a) TEMPRAMED ISRAEL shall have right on all of intellectual property relating to the Products and TEMPRAMED irrevocably grants TEMPRAMED ISRAEL any Intellectual Property right it may have or will have, relating to the Products.

5. MISCELLANEOUS

a) Independent Contractors. The parties are independent contractors as to each other. Neither party shall act as agent for the other, nor shall any acts or omissions of one party bind the other party. Neither this Agreement nor the Project creates a partnership, agency, employer-employee relationship or joint venture between the parties.

b) Assignability. This Agreement and any rights and obligations hereunder shall not be assigned by either party without the prior written consent of the other party. This Agreement and each party’s rights and obligations hereunder shall inure to the benefit of, and be binding upon, their respective successors in interest and permitted assigns.

c) Amendments. This Agreement may be amended or modified only in written instrument executed by both parties hereto.

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d) Notices. Notices under this Agreement may be given:
i. by delivery to an officer of the recipient party by courier evidenced by a signed receipt,
ii. by e-mail provided a copy is sent by courier or registered mail within twenty-four (24) hours, or
iii. by registered letter to the addresses of the parties as set forth above or such other address as the parties may from time to time direct in writing.

If notice is by personal delivery or telecommunications means, it shall be deemed given on the date of such delivery or telecommunication; if notice is by registered letter, it shall be deemed given upon receipt by the party to whom it is addressed.

e) Enforceability. If any provision in this Agreement is determined by any court having jurisdiction over the parties to be unenforceable, the provision shall be amended to become enforceable, or at the election of the parties, severed from this Agreement, and this Agreement shall otherwise remain in full force and effect.

f) Waiver. The waiver by either of the parties to this Agreement of any breach of any provision hereof by the other party shall not be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself.

g) Headings. The headings appearing herein have been inserted solely for the convenience of the parties hereto and shall not affect the construction, meaning, or interpretation of this Agreement.

h) Integration. This Agreement constitutes the only and entire understanding between the parties concerning the Project and supersedes and cancels all previous oral or written agreements between the parties relating to the subject matter of this Agreement.

i) Successor Any successor or assign of TEMPRAMED or TEMPRAMED ISRAEL respectively will be bound by the terms of this agreement.

j) Applicable Law. This Agreement shall be interpreted in accordance with and governed by the laws of the state of ISRAEL.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized officers the day and year first above written.

Signed for and on behalf of

TempraMed Inc.	"Ron Nagar"	TempraMed Israel Ltd.	"Ron Nagar"
Signed By:	Ron Nagar	Signed By:	Ron Nagar
Position:	President & CEO	Position:	President & CEO
Date:	July 1, 2016	Date:	July 1, 2016

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FINAL

AMENDMENT AGREEMENT

This amendment agreement (the “Amendment Agreement”) is made on this day of October 3rd, 2023, by and between TempraMed Israel Ltd., with offices located at 64 Heh B’Iyar, Tel Aviv, 6219812 Israel (hereinafter "TempraMed Israel" or the "Company"), and TempraMed Inc, having its registered address at 19481 SE 14th St., Sammamish, WA USA; (hereinafter "TempraMed" or the "Service Provider"). In this Agreement, TempraMed and Service Provider are referred to collectively as the "Parties" and each individually as a "Party".

PREAMBLE:

WHEREAS, the Parties signed the Agreement on July 1st, 2016 (hereinafter to be referred to as the "Service Agreement"); and

WHEREAS, the Parties have mutually agreed that it is to the benefit of both parties to amend and revise the Service Agreement.

Therefore, the Parties hereby amend and/or modify the Service Agreement as follows:

Repayment of the Loan Debenture:

The Parties hereby agree that the repayment of the Loan Debenture shall be payable only after the EBIDTA in a fiscal year, exceeds US$6,000,000 (the “New Milestone Year”, which amends 3(c) under the Service Agreement), and will be made according to the following arrangement:

• The Loan Debenture will be repaid by the Company in monthly installments over a period of twelve (12) months, subsequent to written approval of the relevant annual financial statements by the Board of Directors (the "BoD") of the Company (the "New Monthly Payment Schedule", which amends 3(e) under the Service Agreement); and
• The definition of EBITDA and the calculation of such figure shall be made in the sole and absolute discretion of the BoD of the Company

Notwithstanding the above, the Company may, in its sole and absolute discretion, pay the Loan Debenture, at any time prior to the New Milestone Event, in one or more installments provided that:

(a) at the time of the relevant repayment the Company has no outstanding liabilities to any business partner or financial institutions (including any loan repayments); and
(b) that after any such repayment, the Company will have an unencumbered cash balance, in a reputable financial institution, of no less than US$5,000,000.

Miscellaneous:

Save for amendments and modifications contained in this Amendment Agreement, all provisions of the Service Agreement, including without limitation, Governing Law and choice of Jurisdiction, shall remain in full force and effect and apply to this Amendment Agreement.

TEMPRAMED ISRAEL LTD

BY: "Ilan Cohen"

PRINT NAME: ILAN COHEN

TITLE: CHAIRMAN

DATE: OCTOBER 6TH

TEMPRAMED INC

BY: "Ron Nagar"

PRINT NAME: RON NAGAR

TITLE: PRESIDENT

DATE: OCTOBER 5TH 2023