WITNESSETHEscrow Agreement • February 14th, 2003 • Arel Communications & Software LTD • Services-computer integrated systems design • Ohio
WITNESSETHEscrow Agreement • February 14th, 2003 • Arel Communications & Software LTD • Services-computer integrated systems design • Ohio
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments...Joint Filing Agreement • December 5th, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Arel Communications and Software Ltd. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
CYMI FINANCING, LLC 6450 Sand Lake Road Suite 200 Dayton, Ohio 45414 UNDERTAKING LETTERArel Communications & Software LTD • December 27th, 2005 • Services-computer integrated systems design
In a commitment letter to Arel Communications and Software Ltd. (the “Company”), dated as of the date hereof, we agreed, subject to the terms and conditions contained therein, to provide the Company with a convertible loan (the “Loan”) for the purpose of funding a plan of arrangement under Israeli law in order to effect a proposed going private transaction (the “Plan”). We hereby undertake that, in the event of our providing the Company with the Loan, we shall not make a demand for payment of the Loan in cash until the date payment is made or provided for in full of the Company’s indebtedness as of the date hereof (the “Company Debt”) (such period, the “Forbearance Period”). The Company Debt consists of the indebtedness of the Company as of September 30, 2005 set forth on Schedule 1 attached hereto and any additional indebtedness incurred by the Company between September 30, 2005 and the date hereof (the “Additional Debt”). By signing in the space provided below, the Company hereby rep
EXHIBIT C Memorandum of Agreement Made and executed as of November __, 2005 by and between CYMI Private Equity II LLC. ("CYMI") on the one part, and the group of shareholders listed below (the "Klier Group"), represented by Mr. Shimon Klier ("SK"), on...Memorandum of Agreement • December 5th, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
LOAN AGREEMENTLoan Agreement • June 28th, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
THIS LOAN AGREEMENT (this “Agreement”) is made as of the 8th day of March, 2005, by and between Arel Communications and Software Ltd., a company organized under the laws of the State of Israel (the “Company”) and Cetus Corp., an Ohio corporation (the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2003 • Arel Communications & Software LTD • Services-computer integrated systems design
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 15th day of July, 2002, by and between Daniel Yelin (the “Executive”) and Arel Communications and Software Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”).
Memorandum of AgreementMemorandum of Agreement • December 27th, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
Made and executed as of November 18, 2005 by and between CYMI Private Equity II LLC. (“CYMI”) on the one part, and the group of shareholders listed below (the “Klier Group”), represented by Mr. Shimon Klier (“SK”), on the other part.
AGREEMENTAgreement • June 28th, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
THIS AGREEMENT is entered into as of the 30th day of June, 2004 between AREL COMMUNICATIONS & SOFTWARE LTD., an Israeli corporation (“Arel”) and GEORGE P. MORRIS (“Mr. Morris”), under the following circumstances:
ContractArel Communications & Software LTD • March 23rd, 2006 • Services-computer integrated systems design • New York
This Note and the securities represented hereby have not been registered under the United States Securities Act of 1933, as amended (the “Act”), or under the securities or blue sky laws of any State, and may not be sold, or otherwise transferred, in absence of such registration or an exemption therefrom under the Act and under any such applicable State laws.
TRANSLATION OF ORIGINAL HEBREW AGREEMENT Personal Employment Agreement Made and Executed in Nes Tziona on December 31, 2004.Original Hebrew Agreement • June 28th, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
Whereas: The Employee has been employed by the Company since June 5, 2000 pursuant to a previous employment agreement dated July 6, 2000, as amended, which shall terminate on December 31, 2004;
CYMI FINANCING, LLC 6450 Sand Lake Road Suite 200 Dayton, Ohio 45414 COMMITMENT LETTERArel Communications & Software LTD • December 27th, 2005 • Services-computer integrated systems design
Arel Communications and Software Ltd. 22 Einstein Street Park Hamadah, Building 22 P.O.B. 4042, Kiryat Weizmann, Nes Ziona, 74140 Israel Attn: Danny Yelin, Chief Financial officer
Arel Communications & Software Ltd.Arel Communications & Software LTD • June 24th, 2004 • Services-computer integrated systems design
The following summarizes our agreement with respect to the cessation of your duties, and the termination of your employment, with Arel Communications & Software Ltd. (the “Company”):
LEASE TERMINATION AGREEMENTLease Termination Agreement • June 30th, 2003 • Arel Communications & Software LTD • Services-computer integrated systems design
This Agreement made and entered as of the 26th day of September, 2002 (but effective as of the Termination Date hereinafter set forth), by and between AREL COMMUNICATIONS AND SOFTWARE, LTD. (“Tenant”), and ROLLING MEADOWS DELAWARE, INC., a Delaware corporation (“Landlord”).
SETTLEMENT & RELEASE AGREEMENTRelease Agreement • June 24th, 2004 • Arel Communications & Software LTD • Services-computer integrated systems design
THIS SETTLEMENT & RELEASE (this “Release”) is made on this third day of October, 2003, by and among Arel Communications and Software Ltd. (“Arel Ltd.”), Arel Learning Solutions, Inc. (formerly Arel Acquisition, Inc.) (“ALS”) (Arel Ltd. and ALS, collectively, the “Company”), Izhak Gross (“Gross”) (the Company and Gross, collectively, the “Arel Parties”), M.E. Jones Sub, Ltd. (formerly W2Com, LLC) (“Jones Sub”), CYMI Ltd. (“CYMI”), M.E. Jones Inc. (“Jones Inc.”), Mitchell E. Jones (“Jones”) and Clayton L. Mathile (“Mathile”) (Jones Sub, CYMI, Jones Inc., Jones and Mathile, collectively the “W2Com Parties”).
Memorandum of AgreementMemorandum of Agreement • November 23rd, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
Made and executed as of November 18, 2005 by and between CYMI Private Equity II LLC. (“CYMI”) on the one part, and the group of shareholders listed below (the “Klier Group”), represented by Mr. Shimon Klier (“SK”), on the other part.
Joint Filing AgreementJoint Filing Agreement • November 23rd, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A (including amendments thereto) with respect to the Ordinary Shares of Arel Communications and Software Ltd. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement this 23rd day of November, 2005.
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2003 • Arel Communications & Software LTD • Services-computer integrated systems design • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 1st day of May, 2002, by and between Philippe Szwarc (the “Executive”) and Arel Communications and Software Inc., a corporation incorporated under the laws of the State of Delaware (the “Corporation”).
AMENDMENT NO. 2 TO LEASELease • June 30th, 2003 • Arel Communications & Software LTD • Services-computer integrated systems design
THIS AGREEMENT made this 9th day of October 2002, by and between MILLER-VALENTINE PARTNERS, as Lessor and AREL ACQUISITIONS, INC. successor by Assignment to W2COM, LLC., as Lessee located at 3500 Park Center Drive, Suite 100, Dayton, Ohio 45414.
