NNDM Nano Dimension Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 14)¹

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

MURCHINSON LTD.

145 Adelaide Street West, Fourth Floor

Toronto, Ontario Canada A6 M5H 4E5

(416) 845-0666

 

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 22, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1

NAME OF REPORTING PERSON

Murchinson Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

7,775,000#

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

7,775,000#

10

SHARED DISPOSITIVE POWER

7,775,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,550,000#*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.1%

14

TYPE OF REPORTING PERSON

CO

  

^# Includes (i) 7,500,000 Ordinary Shares and (ii) 275,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

1

NAME OF REPORTING PERSON

Nomis Bay Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

4,665,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

4,665,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,665,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.1%

14

TYPE OF REPORTING PERSON

CO

  

* Includes (i) 3,600,000 Ordinary Shares and (ii) 1,065,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

 

1

NAME OF REPORTING PERSON

BPY Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

3,110,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

3,110,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,110,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%

14

TYPE OF REPORTING PERSON

CO

  

* Includes (i) 400,000 Ordinary Shares and (ii) 2,710,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

 

1

NAME OF REPORTING PERSON

EOM Management Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

7,775,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,775,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.5%

14

TYPE OF REPORTING PERSON

CO

  

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

 

1

NAME OF REPORTING PERSON

James Keyes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

7,775,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,775,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.5%

14

TYPE OF REPORTING PERSON

IN

  

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

 

1

NAME OF REPORTING PERSON

Jason Jagessar

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Trinidad and Tobago

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

7,775,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,775,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.5%

14

TYPE OF REPORTING PERSON

IN

  

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

 

1

NAME OF REPORTING PERSON

Chaja Carlebach

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

7,775,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,775,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.5%

14

TYPE OF REPORTING PERSON

IN

  

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

 

1

NAME OF REPORTING PERSON

Marc J. Bistricer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

7,775,000#

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

7,775,000#

10

SHARED DISPOSITIVE POWER

7,775,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,550,000#*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.1%

14

TYPE OF REPORTING PERSON

IN

  

^# Includes (i) 7,500,000 Ordinary Shares and (ii) 275,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

 

The following constitutes Amendment No. 14 to the Schedule 13D filed by the undersigned (the “Amendment No. 14”). This Amendment No. 14 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

In connection with the ADS Conversion (as defined below), (i) Nomis Bay paid $30,017.50 in fees to the Bank of New York Mellon, the depositary (“BNYM”), (ii) BPY paid $20,017.50 in fees to BNYM, and (iii) Murchinson, on behalf of the Managed Positions, paid $375,035 in fees to BNYM.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 22, 2024, Murchinson and certain funds it advises and/or sub-advises (collectively, the “Proposing Shareholders”), delivered a letter to the Issuer pursuant to Section 66(b) of the Israeli Companies Law, 1999 (the “AGM Demand”), demanding that the Issuer add to the agenda of the Annual General Meeting of Shareholders scheduled to be held on December 6, 2024 (the “Meeting”) various resolutions proposed by the Proposing Shareholders (the “Murchinson Proposed Resolutions”) to substantially improve the Issuer’s corporate governance and overhaul the Issuer’s Board of Directors (the “Board”), including resolutions to (i) elect two experienced and independent director nominees, Mr. Robert (Bob) Pons and Mr. Ofir Baharav (the “Murchinson Director Nominees”), as Class I directors, and (ii) amend certain provisions of the Issuer’s Amended and Restated Articles of Association (as amended, the “Articles”), including amendments to declassify the Board and require shareholder approval of major acquisition transactions. The Murchinson Proposed Resolutions, which were included as Exhibit B to the AGM Demand, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

Given the Issuer’s history of concerning actions and apparent attempts to disenfranchise shareholders, including with respect to the 2023 Annual General Meeting of Shareholders (the “2023 AGM”), the Proposing Shareholders urge the Board to refrain from employing similar tactics at this year’s Meeting and properly include all of the Murchinson Proposed Resolutions on the agenda for the Meeting and in its revied proxy materials in accordance with the law.

As previously disclosed in Amendment No. 13 to the Schedule 13D, the Reporting Persons were in the process of converting a portion of the ADSs held by Nomis Bay, BPY and the Managed Positions into Ordinary Shares (the “ADS Conversion”). As part of the ADS Conversion, Nomis Bay, BPY and Murchinson on behalf of the Managed Positions surrendered and withdrew certain of their ADSs to BNYM and requested delivery of the underlying Ordinary Shares. The ADS Conversion has been completed and as such, (i) Nomis Bay currently holds 1,065,000 ADSs and 3,600,000 Ordinary Shares, (ii) BPY currently holds 2,710,000 ADSs and 400,000 Ordinary Shares, and (iii) the Managed Positions currently hold 275,000 ADSs and 7,500,000 Ordinary Shares.

Item 5.

Interest in the Securities of the Issuer.

Item 5(c) is hereby amended to add the following:

Other than the ADS Conversion defined and described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons since the filing of Amendment No. 13 to the Schedule 13D.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Murchinson has signed separate letter agreements (the “Indemnification Letter Agreements”) with each of the Murchinson Director Nominees pursuant to which it has agreed to indemnify such nominees against claims arising from the AGM Demand. A form of the Indemnification Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Murchinson has signed compensation letter agreements (the “Compensation Letter Agreements”) with each of the Murchinson Director Nominees, pursuant to which it has agreed to pay each of such nominees $50,000 in cash as a result of the submission by Murchinson of the AGM Demand. A form of the Compensation Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Murchinson Proposed Resolutions.

99.2

Form of Indemnification Letter Agreement.

99.3

Form of Compensation Letter Agreement.

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 23, 2024

	Nomis Bay Ltd
	By:	/s/ James Keyes
		Name:	James Keyes
		Title:	Director

 

 

	BPY Limited
	By:	/s/ James Keyes
		Name:	James Keyes
		Title:	Director

 

 

	EOM Management Ltd.
	By:	/s/ Chaja Carlebach
		Name:	Chaja Carlebach
		Title:	Director

 

 

	Murchinson Ltd.
	By:	/s/ Marc J. Bistricer
		Name:	Marc J. Bistricer
		Title:	Chief Executive Officer

 

 

	/s/ James Keyes
	James Keyes

 

 

	/s/ Jason Jagessar
	Jason Jagessar

 

 

	/s/ Chaja Carlebach
	Chaja Carlebach

 

 

	/s/ Marc J. Bistricer
	Marc J. Bistricer

 

Exhibit 99.2

 

MURCHINSON LTD.
145 Adelaide Street West
Toronto, A6 M5H 4E5

October 22, 2024

Re:

Nano Dimension Ltd.

Dear [Nominee]:

 

Thank you for agreeing to serve as a nominee of Murchinson Ltd. (“Murchinson”) and certain other funds it advises and/or sub-advises (including their respective affiliates, the “Murchinson Group”) for election or appointment to the Board of Directors of Nano Dimension Ltd. (the “Company”) at the Company’s annual general meeting of shareholders of the Company, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Murchinson Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (this “Agreement”) will set forth the terms of our agreement.

The members of the Murchinson Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Murchinson Group Solicitation, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further, that upon your becoming a director or officer of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director or officer of the Company. This indemnification will include losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Murchinson Group Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Murchinson Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Murchinson Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Murchinson Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for Losses suffered by you and as incurred as provided herein. The Murchinson Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the prior written consent of the Murchinson Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Murchinson Group, its affiliates or any members of any group formed by the Murchinson Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (“13D Group”) which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Murchinson Group, its affiliates or any members of any 13D Group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

 

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Murchinson Group so that the Murchinson Group or any member thereof may seek a protective order or other appropriate remedy or, in the Murchinson Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Murchinson Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Murchinson Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

 

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Murchinson Group and, upon the request of a representative of the Murchinson Group, all such Information shall be returned or, at the Murchinson Group’s option, destroyed by you, with such destruction confirmed by you to the Murchinson Group in writing.

 

This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

*              *              * 

If you agree to the foregoing terms, please sign below to indicate your acceptance.

	Very truly yours,
	MURCHINSON LTD.
	By:
		Name:	Marc Bistricer
		Title:	Chief Executive Officer

 

 

ACCEPTED AND AGREED:
[Nominee]

 

Exhibit 99.3

 

MURCHINSON LTD.

145 Adelaide Street West

Toronto, A6 M5H 4E5

 

October 22, 2024

 

Dear [Nominee]:

 

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Murchinson Group”), including Murchinson Ltd. (“Murchinson”) and certain other funds it advises and/or sub-advises, for election or appointment as a director of Nano Dimension Ltd. (the “Company”) at the Company’s annual general meeting of shareholders of the Company, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “AGM”).

In consideration of your agreement to be named and serve as a nominee of the Murchinson Group for your proposed appointment as a director of the Company at the AGM, the undersigned hereby agrees to pay you $50,000 in cash promptly following the execution of this letter agreement by Murchinson and you and, for the sake of clarity, regardless of the outcome of the AGM.

The term of this letter agreement shall commence on the date hereof and shall remain in effect until the earliest to occur of (i) the Company’s appointment or nomination of you for election as a director of the Company, (ii) the date of any agreement with the Company in furtherance of your nomination or appointment as a director of the Company, (iii) the Murchinson Group’s withdrawal of your nomination for appointment as a director of the Company, and (iv) the date of the AGM.

The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States. The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices. The parties hereto waive trial by jury in respect of any such proceeding.

This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. 

	MURCHINSON LTD.
	By:
		Name:	Marc Bistricer
		Title:	Chief Executive Officer

 

 

Accepted and Agreed to:
[NOMINEE]

 

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