EXHIBIT 4.5
AGREEMENT
This Agreement (the "Agreement") is entered as of December 18, 2006, by and
among (i) LanOptics Ltd. (the "Company"), an Israeli company whose shares are
listed for trading on the Nasdaq, (ii) EZchip Technologies Ltd. ("EZchip"), an
Israeli company which is a subsidiary of the Company, (iii) Plenus Technologies
Ltd. ("Plenus Technologies") and (iv) Plenus II Limited Partnership, a limited
partnership formed under the laws of the State of Israel and Plenus II (D.C.M.),
Limited Partnership, a limited partnership formed under the laws of State of
Israel (collectively, "Plenus II").
WHEREAS, EZchip has granted Plenus Technologies a Warrant (the "Warrant"),
dated April 30, 2003, to purchase from EZchip Preferred C Shares (as such term
is defined in the Warrant) (the "Warrant Shares"), upon the terms and conditions
set forth in the Warrant; and
WHEREAS, pursuant to the Credit Line Agreement between EZchip and Plenus II
dated August 21, 2006, EZchip issued and delivered to Plenus II 910,000
Preferred C Shares (the "Additional C Shares").
WHEREAS, the Company, EZchip and certain shareholders of EZchip have
entered into an Exchange Right Agreement, dated May 8, 2003 (the "Exchange
Agreement"), according to which the Company granted to each of the Major
Shareholders (as such term is defined in the Exchange Agreement) the right to
exchange all of the preferred shares of EZchip held by them for ordinary shares
of the Company, at the Exchange Ratio (as such term is defined in the Agreement)
(the "Exchange Right"); and
WHEREAS subject to the provisions contained herein, the Company and EZchip
wish to xxxxx Xxxxxx Technologies and Plenus II the Exchange Right and other
related rights granted to the Major Shareholders, all upon the terms and subject
to the conditions set forth therein (the "Plenus Exchange Right"), and
WHEREAS Plenus wishes to exercise the Warrant in full, and immediately
thereafter consummate such Plenus Exchange Right with respect to the Warrant
Shares and the Additional C Shares, all upon the terms and subject to the
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
1. By executing this Agreement, Plenus II and Plenus Technologies shall be
deemed to be "Participating Investors" (as defined in the Exchange
Agreement) with respect to the Warrant Shares and the Additional C Shares
and shall have all the rights and obligations of Participating Investors
set forth in the Exchange Agreement; provided, however, that (i) Section
4.1(b) of the Exchange Agreement shall not apply to Plenus II and Plenus
Technologies and (ii) for the purpose of Section 3.5 to the Exchange
Agreement, the issued and outstanding share capital of the Company as of
the date of this Agreement consists of 11,754,760 Ordinary Shares.
The Company and EZchip confirm that no other approval or consent of any
third party shall be required for grant of such rights to Plenus II and
Plenus Technologies.
2. Immediately upon execution of this Agreement, Plenus Technologies shall be
deemed to have exercised the Warrant in full, for an aggregate exercise
price of $375,000 (reflecting an exercise price of $0.8161 per each Warrant
Share)(the "EXERCISE PRICE") and will receive from EZchip newly issued
459,507 Preferred C Shares, which when delivered upon such exercise of the
Warrant, will be fully paid and non-assessable, free from all liens and
charges or other third party rights with respect to the transfer thereof
pursuant to the provisions of this Agreement; provided, however, that the
exercise of the Warrant shall be deemed conditional upon the actual
exchange into Company shares described herein.
In the event that Plenus Technologies transfers the Exercise Price to
EZchip prior to the Closing (as defined below), then if the Closing of the
Exchange Agreement is not consummated within 30 days following the date
hereof, EZchip shall be required to promptly return the Exercise Price to
Plenus Technologies, the Warrant shall remain unchanged, Plenus
Technologies shall continue to have all the rights pursuant thereto, and
this Agreement and all the rights and obligations of the parties hereto
shall be terminated without any further liability of any of the parties
hereto.
3. The Warrant Shares issuable to Plenus Technologies following the Exercise
of the Warrant as well as the Additional C Shares issued to Plenus II
pursuant to the Credit Agreement shall be exchanged into shares of the
Company, at the Closing, in accordance with the terms of the Exchange
Agreement.
On the date of the Closing (as such term is defined in the Exchange
Agreement):
(1) Plenus shall be deemed to have exercised the Plenus Exchange Right at
the Exchange Ratio by delivering the certificates representing the
Additional C Shares and duly executed share transfer deed with respect to
the Warrant Shares and Additional C Shares to the Company's legal counsel
(2) the Company shall deliver to Plenus Technologies share certificates
representing the 119,672 ordinary shares of the Company issued to Plenus
Technologies following the exchange of the Warrant Shares into ordinary
shares of the Company, and shall deliver to Plenus II share certificates
representing the 236,997 ordinary shares of the Company issued to Plenus II
following the exchange of the Additional C Shares into ordinary shares of
the Company (of which 215,667 shall be issued to Plenus II Limited
Partnership and 21,330 shall be issued to Plenus II (D.C.M.), Limited
Partnership).
4. This Agreement, when executed by the parties, shall be deemed to be a
Notice of Exercise (as defined in the Warrant) duly surrounded by Plenus
Technologies to EZchip with respect to all of the Warrant Shares.
Immediately following the execution of this Agreement and in any event
prior to the consummation of the Closing of the Exchange Agreement, Plenus
shall transfer the Exercise Price to EZchip to the following bank account:
Company's bank account
EZCHIP TECHNOLOGIES LTD
UBANK LTD.- 26, BRANCH - 303,
ACCOUNT NO. 90844-4,
SWIFT CODE: XXXXXXXX
5. This Agreement and the Exchange Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, and
supersedes all prior understandings, agreements and discussions between
them, oral or written, with respect to such subject matter. This Agreement
shall not be modified or amended except by a written instrument, signed by
the parties hereto.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officer as of the date first
above written.
LANOPTICS LTD.
By: ___________________________
Name: ___________________________
Title: ___________________________
EZCHIP TECHNOLOGIES LTD.
By: ___________________________
Name: ___________________________
Title: ___________________________
PLENUS TECHNOLOGIES LTD.
By: ___________________________
Name: ___________________________
Title: ___________________________
PLENUS II, LIMITED PARTNERSHIP
By: ___________________________
Name: ___________________________
Title: ___________________________
PLENUS II (D.C.M), LIMITED PARTNERSHIP
By: ___________________________
Name: ___________________________
Title: ___________________________
