0001072613-09-001214 Sample Contracts

PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • August 10th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York

This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of June 8, 2009 (“Effective Date”), by and among Medis Technologies Ltd., a Delaware corporation (“Company”), and Volation Capital Partners, LLC, a New York limited liability company, doing business as Volation Technology Capital Partners, LLC (including its permitted designees, successors and assigns, “Investor”).

LOAN AGREEMENT AND PROMISSORY NOTE
Loan Agreement • August 10th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York

This Loan Agreement and Promissory Note (“Note”) is entered into and effective as of June 16, 2009 (“Effective Date”), by and among Medis Technologies Ltd., a Delaware corporation (“Borrower”), and Volation Capital Partners, LLC, a New York limited liability company, doing business as Volation Technology Capital Partners, LLC (including its permitted designees, successors and assigns, “Lender”).

ASSIGNMENT AGREEMENT
Assignment Agreement • August 10th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus

THIS ASSIGNMENT AGREEMENT (the “Agreement”) by and between Medis Technologies Ltd., a Delaware corporation with offices at 805 Third Avenue, New York, NY 10022 (“Holding Company”) and More Energy Ltd., an Israeli company, with offices at 2 Yodfat St., P.O.B. 2753, Lod 71291, Israel (“Company”), and with the consent of the Supplier of Company - IO Systems Ltd (“Supplier”).