Undertaking Not to Invoke Section 10(d) Rights under Shareholders Rights Agreement – New Air, Inc., Microdel Ltd., and Baby's Breath Ltd.

Summary

This agreement, dated January 3, 2010, is between New Air, Inc., Microdel Ltd., and Baby's Breath Ltd. It confirms that the undersigned party will not exercise or vote to exercise certain rights under Section 10(d) of the September 2009 Shareholders Rights Agreement until December 31, 2010. The commitment is irrevocable and binding, ensuring that specific corporate actions outlined in Section 10(d) will not be initiated or supported by the undersigned during this period.

EX-10.25 23 ex1025.htm EXHIBIT 10.25 ex1025.htm

Exhibit 10.25

January 3, 2010

New Air, Inc. ("Corporation")

Microdel Ltd.

Baby's Breath Ltd.

Re: Section 10 of the Shareholders Rights Agreement of September 2009

Gentlemen,

Reference is hereby made to that Shareholders Rights Agreement of September 2009 to which the undersigned is a party (the "SRA").

Without derogating from any other rights we have thereunder, in furtherance of Section 10(d) of the SRA, the undersigned hereby irrevocably agrees and undertakes towards you not to invoke the right granted to it under said Section 10(d) until the date of December 31, 2010, not to vote in favor of causing the Corporation to initiate or undergo any of the events set forth in Section 10(d), until the date of December 31, 2010.

The aforesaid undertaking was duly executed by the undersigned on the date first written above and constitutes a valid and binding irrevocable undertaking.

	Sincerely yours,

	By:	/s/ Asaf Halamish
		Name: Asaf Halamish