SOFTWARE LTD. Please read this carefully before using Evalu-8 Software and you may want to retain a copy for your records. We will give you access to the System for the License Term on condition that you agree on behalf of yourself and the entity that you represent to act in accordance with these terms. On Accepting these terms you confirm that you are duly authorised on behalf of the Client to accept the terms and conditions set out below. You also warrant that the information submitted in signing up is correct and accurate to the best of your knowledge.
SOFTWARE LTD. Science Based Industries Campus P.O. Box 23052 Jerusalem 91230, Israel or at such other address as may be submitted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice.
SOFTWARE LTD. By: ------------------------ Name: Title: INVESTORS: Victor Haim Amara By: ----------------------------- Signxxxxx ----------------------------- Name and Title of Signatory Exhibit A Schedule of Investors and Investment Amount ----------------------------------------- ----------------- ------------- -------------- Name and Address of Investor Amount of No. of No. of Investment Ordinary Warrants Shares ----------------------------------------- ----------------- ------------- -------------- Victor Haim Amara $100,000 166,600 000,000 Marcus St. 8 Jerusalem, 92333 Israel Fax/Tel: 972-2-5660979 Email: v.amara@xxxxxxxxxx.xxx ----------------------------------------- ----------------- ------------- -------------- Exhibit B Form of Warrant Issued _______, 200_ THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. "THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY AND LEGAL COUNSEL FOR THE COMPANY. Void after ________, 200_ COMMTOUCH SOFTWARE LTD. WARRANT TO PURCHASE UP TO ________ [ORDINARY] SHARES ----------
SOFTWARE LTD. By: Name: Xxxxxx Xxxxxx Title: Chief Executive Officer
SOFTWARE LTD. (Company No. 51-128135-4) ("the Lessee")
SOFTWARE LTD. (Company No. 51-128135-4) (formerly R.T.S. Business Systems Ltd.) ("the Lessee") In all matters pertaining to the Lease Agreement signed between the parties on October 30, 1997 (hereinafter "the Lease Agreement") in relation to the Leased Premises in the "Building" (within the meaning thereof under the Lease Agreement: namely, a building already constructed on Parcel 110 Block 30241 in the Har Hotzvim Industrial Zone, at 0 Xxxxxx Xxxx Xxxxxx, Xxxxxxxxx); The parties agree on amendments to the Lease Agreement as set forth in this document and the provisions contained in this document. The parties agree that the Lease Agreement and each of the provisions thereof shall continue to apply as same stand, save and except for the amendments made herein as set forth below and in accordance with the following provisions:
SOFTWARE LTD. (the "Company"), at any time on or after April 11, 2000 (the "Effective Time") and until the Termination Date (as defined below), an aggregate of up to _________ (subject to adjustment) fully paid and nonasseasable Ordinary Shares, nominal value New Israeli Shekel ("NIS") 0.1 per share (the "Ordinary Shares"), of the Company, at a price per share in US dollars or the NIS equivalent thereof, calculated using the formula set forth in Exhibit A attached hereto (the "Exercise Price").
SOFTWARE LTD. (the "Company"), at any time on or after June 1, 1999 (the "Effective Date") and until the Termination Date (as defined below), an aggregate of up to _____ (subject to adjustment) fully paid and nonassessable Series C-2 Convertible Preferred Shares, nominal value New Israeli Shekel ("NIS") 0.1 per share (the "Convertible Preferred Shares"), of the Company at a price of US$5.75 per share or the NIS equivalent thereof (the "Exercise Price"). In the event that all of the outstanding Convertible Preferred Shares are converted into Ordinary Shares, this Warrant shall be exercisable solely for such Ordinary Shares and any references throughout this Warrant to shares of Convertible Preferred Shares shall be deemed to refer to the Ordinary Shares into which the Convertible Preferred Shares may be converted. The amount and kind of securities purchasable pursuant to the rights granted hereunder and the Exercise Price for such securities are subject to adjustment pursuant to the further provisions of this Warrant.
SOFTWARE LTD. (the "Company"), at any time on or after the date hereof (the "Effective Date") and until ________________, an aggregate of up to ________ (subject to adjustment) fully and nonassessable Ordinary Shares, nominal value New Israeli Shekel ("NIS") 0.10 per share (the "Ordinary Shares"), of the Company at a price of US$___ per Ordinary Share or the NIS equivalent thereof (the "Exercise Price"). The amount and kind of securities purchasable pursuant to the rights granted hereunder and the Exercise Price for such securities are subject to adjustment pursuant to the further provisions of this Warrant.
SOFTWARE LTD. By: ----------------------- The undersigned hereby accepts, and agrees to, all terms and provisions of the foregoing Option Agreement. ______________ The Optionee EXHIBIT B to the Option Agreement Terms of the Option
