Amendment to Purchase Agreement
EXHIBIT
4.2
Amendment
to Purchase Agreement
This
Amendment (the “Amendment”) dated as of December 30, 2007 is among BluePhoenix
Solutions Ltd.
(“BluePhoenix” or the “Purchaser”), Codestream
Software Ltd. (“Codestream”)
and
those individuals or entities listed on Exhibit A hereto (collectively the
“Grantees” and each a “Grantee”).
Recitals
A. BluePhoenix and
Codestream are parties to that certain Purchase Agreement (the “Purchase
Agreement”) dated December 14, 2006, pursuant to which BluePhoenix has purchased
certain assets of Codestream.
B. The
Purchase Agreement provided for certain contingent consideration that could
be
paid to Codestream, or its Permitted Transferees, if certain conditions were
met. The Company’s rights to that contingent consideration have been assigned to
the Grantees, who are all Permitted Transferees.
C. Capitalized
terms used but not defined herein shall have the meaning set forth in the
Purchase Agreement.
The
parties to the Purchase Agreement wish to amend the terms of the Purchase
Agreement as set forth in this Amendment.
Accordingly,
and in consideration of the above recitals and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,
the
parties agree as follows:
| 1. |
In
settlement of the provisions of section 2.3 of the Purchase Agreement
and
the provisions of the Escrow Agreement signed December 14, 2007 (the
“Escrow Agreement”), the parties agree as
follows:
|
| 1.1 |
An
amount of GBP 425,000, representing all outstanding amounts due related
to
account receivables related to the Purchased Business, less an amount
of
GBP 390,000 already paid by BluePhoenix, shall be paid at Closing
(as
defined below) to Codestream. For the avoidance of doubt, it is hereby
clarified that no additional payments are required to be made by
the
Purchaser in connection with the Purchased Business or relating to
the
Purchase Agreement, other as expressly specified in Section 2
herein.
|
| 1.2 |
The
Escrow Amount GBP and accrued interest shall be released to Codestream,
after deduction of the following
amounts:
|
| (a) |
the
amount of GBP 206,868 released on June 27, 2007
and;
|
| (b) |
the
amounts referred to in section 4 of the Escrow Agreement;
and
|
| (c) |
The
amount of GBP 7,326 due as commission to a certain sale person, to
be paid
by the Purchaser to such sale
person.
|
In
accordance with the foregoing, the amount remaining after deduction of the
amounts specified under this section 1.2, (such remaining amount being the
“Escrow Cash Amount”) will be paid to Codestream at Closing (as defined herein
below). Upon payment of the Escrow Cash Amount, there will be no obligations
on
the part of BluePhoenix, Codestream or any Grantee in connection with the Escrow
Agreement or in connection with Exhibit 2 attached to the Purchase
Agreement.
| 1.3 |
The
parties agree that, upon payment of the Escrow Cash Amount by BluePhoenix
to Codestream and except for the Contingent Consideration (as defined
and
as set forth in section 2 below), BluePhoenix will not owe Codestream
any
amount in connection with the Purchase Agreement or any appendices
thereof.
|
| 2. |
Contingent
Consideration
|
| 2.1 |
The
parties hereby agree that in consideration of the covenants and payments
provided for in this Amendment, Section 3 of the Purchase Agreement
is
hereby terminated and shall have no further force or effect.
|
| 2.2 |
The
parties hereby agree that in
further exchange for the Purchased Business, in the event that
the terms and conditions set forth herein are fulfilled, the Purchaser
shall
pay and issue shares or cash to the Grantees as set forth herein,
all
under the terms and conditions set forth
herein:
|
Cash
Payment
| (a) |
At
the Closing, Purchaser will pay the Grantees, in the proportions
set forth
on Exhibit A, an aggregate amount of
US$300,000.
|
| (b) |
On
October 1, 2008, Purchaser will pay the Grantees, in the proportions
set
forth on Exhibit A, an aggregate amount of
US$1,000,000.
|
Issuance
of Ordinary
Shares
| (c) |
If
the First Condition Precedent (as defined herein) has occurred
prior
to
March 31, 2008, the Purchaser shall not later than March 31, 2008
issue to
the Grantees proportionately to their respective interests set forth
on
Exhibit A, an aggregate of 400,000
Ordinary Shares (the “First
Issuance”).
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“First
Condition Precedent”
means
that the UK Department of Works and Pensions, or any of its affiliates,
(collectively, “DWP”) has not ceased utilizing the Codestream software for any
of its internal operations.
| (d) |
If
the Second Condition Precedent (as defined herein) has occurred prior
to
March 31, 2009, the Purchaser shall not later than March 31, 2009
issue to
the Grantees proportionately to their respective interests set forth
on
Exhibit A
an
aggregate of 600,000 Ordinary Shares (the “Second
Issuance”).
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"Second
Condition Precedent”
means
that any one or more of the following has occurred (i) the final two milestones
for the OTMI Project have been billed by EDS to DWP, or (ii) EDS has paid
maintenance on the OTMI licenses, or (iii) EDS has entered with BluePhoenix
or
any of its subsidiaries into a services agreement for OTMI Release 2 (also
known
as JSAPS), or (iv) EDS has entered with BluePhoenix or any of its subsidiaries
into a maintenance agreement for the Enterprise License signed on September
30,
2007.
| (e) |
Upon
each of the First Issuance and the Second Issuance, Purchaser will
deliver
to each of the Grantees a certificate or certificates representing
the
Ordinary Shares issued by the Purchaser’s transfer agent in United States,
representing the number of Ordinary Shares being issued to such Grantee
in
the percentages specified in Exhibit A attached hereto and bearing
the
following restrictive legend:
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THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
ACT.
| (f) |
The
Closing shall take place, at the offices of the Purchaser in 8 Maskit
Herzlia, Israel (the “Closing”) on a date to be mutually agreed upon
between the Grantees’ Representative and the Purchaser, but not later than
14 days following the date of this agreement, provided that the Grantees
Representative provided the complete Exhibit A prior to the
Closing.
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| 2.3 |
Notwithstanding
the provisions of section 2.2, if each VWAP during any 10 consecutive
Trading Days before March 31, 2008 or March 31, 2009, as the case
may be,
is less than US$6.00, the Grantees Representatives may, by joint
written
notice within 2 Trading Days of the end of
any such 10 consecutive Trading Day period, on one occasion, require
the
Purchaser to pay cash consideration in lieu and stead of the issuance
of
the Ordinary Shares referred to in section 2.2(c) and (d) above,
respectively. In such event, BluePhoenix will pay the Grantees cash
in the
respective amounts specified below and accrued interest at the rate
equal
to the applicable Screen Rate of the LIBOR (the London Interbank
Offered
Rate) for deposits in GBP having a maturity of three months plus
1.5%,
accrued from January 1, 2008. The cash amount to be paid to each
Grantee
shall be as specified in Exhibit A attached
hereto.
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In
the
event of cash payment instead of the First Issuance, Purchaser will pay the
Grantees an aggregate amount of GBP 1,160,000, plus interest as stated above,
not later than March 31, 2008. In the event of cash payment instead of the
Second Issuance, Purchaser will pay the Grantees an aggregate amount of GBP
1,740,000, plus interest as stated above, not later than March 31,
2009.
| 3. |
Registration
Rights.
|
| 3.1 |
| (a) |
Not
later than March 31, 2008 (the “Filing Date”), Purchaser shall, at its
expense, file a Registration Statement
to
permit or facilitate the resale of the First Portion Registrable
Securities by the Grantees. Not later than March 31, 2009 (the “Second
Filing Date”), Purchaser shall, at its expense, file a Registration
Statement to permit or facilitate the resale of the Second Portion
Registrable Securities by the Grantees. Purchaser may file one
registration statement for the First Portion and Second Portion or
include
in any such registration statement up to 1,000,000 of any other Ordinary
Shares. The Purchaser shall use reasonable efforts to effect each
such
registration as soon as practicable after the Filing Date and to
keep such
registration in effect until all the Registrable Securities have
been sold
or such earlier date as no registration would be required under the
terms
of Section 3.2(iii) below. Nevertheless, the Grantees acknowledge
and
agree that declaration of effectiveness may be delayed or withheld,
and
shall have no allegations or claims in this regard against the Purchaser,
provided that the Purchaser is employing reasonable efforts to cause
such
registration statement to become effective. Purchaser shall provide
Grantee’s Representative with a true and complete copy of each such
registration statement and all amendments thereto. The Grantees
acknowledge and agree that the registration rights granted pursuant
to the
terms hereof are subject in all respects to the prior rights in full
of
the holders set forth in the registration rights agreement, dated
as of
November 21, 2007, between the Purchaser and the holders named
therein.
|
| (b) |
Purchaser
shall use its commercially reasonable efforts to register or qualify
or
cooperate with the selling Grantee in connection with the registration
or
qualification (or exemption from such registration or qualification)
of
such Registrable Securities for offer and sale under the securities
or
Blue Sky laws of such jurisdictions within the United States as any
Grantee requests in writing, to keep each such registration or
qualification (or exemption therefrom) effective and to do any and
all
actions necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities: provided however,
that the Purchaser shall not be required to qualify generally to
do
business in any jurisdiction or where it is not then so qualified
or to
take any action that would subject it to general service of process
in any
such jurisdiction where it is not then so subject or subject Purchaser
to
any material tax in any such jurisdiction where it is not then so
subject.
|
| (c) |
Purchaser
shall use its commercially reasonable efforts to cause all Registrable
Securities to be listed or quoted on the Nasdaq Global Market or
any other
securities exchange, quotation system or market, if any, on which
similar
securities issued by Purchaser are then listed or
traded.
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| 3.2 |
Notwithstanding
the foregoing, the Purchaser shall not be obligated to effect any
such
registration, qualification or compliance, pursuant to Section 3.1,
(i) if Form F-3 is not available for such offering by a Grantee;
(ii) if the Purchaser shall furnish to the Grantees a certificate
signed by the President or CEO of the Purchaser stating that in the
good
faith judgment of the Board of Directors of the Purchaser it would
be
seriously detrimental to the Purchaser or its stockholders for such
Form F-3 registration statement to be effected at such time, in which
event the Purchaser shall have the right to defer the filing of the
Form F-3 registration statement for a period of not more than one
hundred twenty (120) days after the respective Filing Date or Second
Filing Date; (iii) if the Registrable Securities may be sold without
any
restriction pursuant to Rule 144 (or any successor rule) or any other
provision under Rule 144 that permits the Grantees to sell the Registrable
Securities (provided that volume limitations that permit each Grantee
to
sell all their Registrable Securities in one given week shall not
be
considered restriction in this regard) as determined by the counsel
to the
Purchaser pursuant to a written opinion letter, addressed to the
Purchaser's transfer agent to such effect; or (iv) if the Purchaser
has
already effected one or two F-3 registration statement under this
Section
3 covering the Registrable Securities. In connection with any sale
by a
Grantee under Rule 144, Purchaser shall cause its counsel to deliver
such
resale opinion regarding the removal of the restrictive legend from
the
applicable certificate as is required or customarily obtained in
sales
under Rule 144, provided that related legal expenses are paid to
such
counsel by the Grantee.
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| 3.3 |
Indemnities.
In the event of any registration of Registrable Shares pursuant to
this
Section 3:
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3.3.1 The
Purchaser will indemnify and hold harmless, to the fullest extent permitted
by
law, the Grantees and any underwriter for the Grantees, and each person, if
any,
who controls a Grantee or such underwriter, from and against any and all losses,
damages, claims, liabilities, costs and expenses (including any amounts paid
in
any settlement effected with the Purchaser's reasonable consent) to which the
Grantees or any such underwriter or controlling person may become subject under
applicable law or otherwise, insofar as such losses, damages, claims,
liabilities (or actions or proceedings in respect thereof), costs or expenses
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the registration statement or
included in the prospectus, as amended or supplemented, or (ii) the omission
or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
in which they are made, not misleading, or (iii) a violation of applicable
securities laws by the Purchaser, and the Purchaser will reimburse the Grantees,
such underwriter and each such controlling person of the Grantees or the
underwriter, promptly upon demand, for any reasonable legal or any other
expenses incurred by them in connection with investigating, preparing to defend
or defending against such loss, claim, damage, liability, action or proceeding;
provided,
however,
that
the Purchaser will not be liable in any such case to the extent that any such
loss, damage, liability, cost or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
so
made in conformity with information furnished in writing by a Grantee, such
underwriter or such controlling persons; provided,
further,
that
this indemnity shall not be deemed to relieve any underwriter of any of its
due
diligence obligations; provided,
further,
that
the indemnity agreement contained in this subsection 3.3.1 shall not apply
to amounts paid in settlement of any such claim, loss, damage, liability or
action if such settlement is effected without the consent of the Purchaser,
which consent shall not be unreasonably withheld.
3.3.2 Each
Grantee participating in a registration hereunder will indemnify and hold
harmless the Purchaser, each other Grantee participating in such registration,
any underwriter for the Purchaser, and each person, if any, who controls the
Purchaser or such underwriter or such other Grantee, from and against any and
all losses, damages, claims, liabilities, costs or expenses (including any
amounts paid in any settlement effected with the Grantee’ reasonable consent) to
which the Purchaser or any such controlling person and/or any such underwriter
and/or such other Grantee may become subject under applicable law or otherwise,
insofar as such losses, damages, claims, liabilities (or actions or proceedings
in respect thereof), costs or expenses arise out of or are based on (i) any
untrue or alleged untrue statement of any material fact contained in the
registration statement or included in the prospectus, as amended or
supplemented, or (ii) the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in such registration
statement, prospectus filed therein, or any amendment or supplement thereto,
in
reliance upon and in conformity with written information furnished to the
Purchaser by or on behalf of the Grantee expressly for use therein and each
such
Grantee will reimburse the Purchaser, each other Grantee participating in such
registration, any underwriter and each such controlling person of the Purchaser
or any underwriter, promptly upon demand, for any reasonable legal or other
expenses incurred by them in connection with investigating, preparing to defend
or defending against or appearing as a third-party witness in connection with
such loss, claim, damage, liability, action or proceeding; provided,
that
this indemnity shall not be deemed to relieve any underwriter of any of its
due
diligence obligations; provided,
further,
that
the indemnity agreement contained in this subsection 3.3.2 shall not apply
to amounts paid in settlement of any such claim, loss, damage, liability or
action if such settlement is effected without the consent of such Grantee,
as
the case may be, which consent shall not be unreasonably withheld.
3.3.3 Promptly
after receipt by an indemnified party pursuant to the provisions of Sections
3.3.1 or 3.3.2 of notice of the commencement of any action involving the subject
matter of the foregoing indemnity provisions, such indemnified party will,
if a
claim thereof is to be made against the indemnifying party pursuant to the
provisions of said Section 3.3.1 or 3.3.2, promptly notify the indemnifying
party of the commencement thereof; but the omission to notify the indemnifying
party will not relieve it from any liability which it may have to any
indemnified party unless the failure to notify is prejudiced of the defense.
After notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not
be
liable to such indemnified party pursuant to the provisions of said Sections
3.3.1 or 3.3.2 for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnifying party shall not have employed counsel reasonably satisfactory
to
the indemnified party to represent the indemnified party within 15 days after
the notice of the commencement of the action, or (ii) the indemnifying party
has
authorized the employment of counsel for the indemnified party at the expense
of
the indemnifying party. No indemnifying party will consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or
litigation.
3.4 If
recovery is not available under the foregoing indemnification provisions, for
any reason other than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to contribution to
liabilities and expenses. In determining the amount of contribution to which
the
respective parties are entitled, there shall be considered the parties’ relative
knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any statement
or
omission, and any other equitable considerations appropriate under the
circumstances.
| 4. |
Adjustments.
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| 4.1 |
If
the Purchaser, at any time prior to issuance of the Ordinary Shares
hereunder, shall: (A) pay a stock dividend or otherwise make a
distribution or distributions on Ordinary Shares or any other equity
or
equity equivalent securities payable in Ordinary Shares, (B) subdivide
outstanding Ordinary Shares into a larger number of shares, (C) combine
(including by way of reverse stock split) outstanding Ordinary Shares
into
a smaller number of shares, or (D) issue by reclassification of the
Ordinary Shares any Ordinary Shares, then the number of Ordinary
Shares
issued hereunder shall be adjusted accordingly. Any adjustment made
pursuant to this Section shall become effective immediately after
the
record date for the determination of shareholders entitled to receive
such
dividend or distribution and shall become effective immediately after
the
effective date in the case of a subdivision, combination or
re-classification.
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| 4.2 |
If
at any time before either the First Issuance or the Second Issuance
is
completed, Purchaser shall issue securities by reclassification of
its
Ordinary Shares (whether pursuant to a merger, consolidation or
otherwise), then the rights represented under this Amendment to receive
Ordinary Shares shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as a result
of
such change with respect to the Ordinary Shares that were subject
to the
rights hereunder prior to that event. In addition, in the event of
a
Change of Control of Purchaser, Grantee’s rights to receive the First
Issuance and Second Issuance shall immediately be accelerated and
such
Ordinary Shares shall be issued to Grantees within 14 days following
such
Change of Control. For purposes of this paragraph, “Change of Control”
shall mean (a) a purchase of all or substantially all of the share
capital
of BluePhoenix by a certain entity or a person; or (b) a sale of
all or
substantially all of the assets of
BluePhoenix.
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| 5. |
Purchaser
Representations and Covenants.
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| 5.1 |
The
Purchaser hereby represents and warrants that the Ordinary Shares
are the
class of securities of the Purchaser that is qualified for trading
on the
Nasdaq National Market as of the date hereof and that Form F-3 is
available to Purchaser with respect to the Ordinary
Shares.
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| 5.2 |
The
Purchaser covenants that it will at all times reserve and keep available
out of its authorized and unissued Ordinary Shares solely for the
purpose
of issuance of Ordinary Shares hereunder such number of Ordinary
Shares as
shall from time to time be sufficient to comply with Purchaser obligations
hereunder; and if at any time the number of authorized but unissued
Ordinary Shares shall not be sufficient to comply with Purchaser
obligations to issue Ordinary Shares hereunder, in addition to such
other
remedies as shall be available to the Grantee, the Purchaser will
take
such corporate action as may be necessary to increase its authorized
but
unissued Ordinary Shares to such number of shares as shall be sufficient
for such purposes.
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| 6. |
Grantee
Representations and Covenants.
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| 6.1 |
At
the time of signing this agreement, each of the Grantees is an “accredited
investor” as defined in Rule 501(a) under the Securities Act. Each Grantee
has not been formed solely for the purpose of acquiring the Ordinary
Shares. None of the Grantees is a registered broker-dealer under
Section
15 of the Exchange Act.
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| 6.2 |
Investment
Intent of the Grantee.
This agreement is entered into subject to certain investment
representations of the Grantee set forth herein and may be transferred
or
exchanged only in compliance with the provisions herein, the Purchase
Agreement and applicable federal and state securities laws and
regulations.
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| 7. |
Taxes.
All tax consequences and obligations regarding any other compulsory
payments arising from this agreement and the transactions contemplated
hereunder, including, payment of interest and issuance of Ordinary
Shares,
shall be borne solely by the Grantees, including, without limitation,
stamp duty. The Purchaser shall withhold any withholding taxes it
is
required to under applicable law, including, without limitation,
withholding tax applicable to any interest payment made
hereunder.
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| 8. |
No
Current Rights as Shareholder.
For the avoidance of doubt, the Grantees shall not have any rights,
including without limitation any shareholders rights, with respect
to the
Ordinary Shares to be issued hereunder, unless a certificate is properly
issued as set forth herein above.
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| 9. |
Definitions.
In addition to the terms defined elsewhere in this Agreement:
(a) capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Purchase Agreement (as defined
herein), and (b) the following terms have the meanings indicated
in this
Section 9:
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“Grantees”
are
the
persons or entities listed on Exhibit A attached hereto;
“Grantees
Representatives”
are
Xxxxx Xxxxxx and Xxxxxxxxx Xxxxxxxxx;
“Exchange
Act”
means
the Securities Exchange Act of 1934, as amended.
“Ordinary
Shares”
means
the ordinary shares, NIS 0.01 par value per share, of the Purchaser and shares
of any other class into which such shares may hereafter have been reclassified
or changed.
“Purchase
Agreement”
means
the Purchase Agreement, dated as of December 14, 2006, to which the Purchaser,
CodeStream Software limited and the shareholders named therein are parties,
as
amended, modified or supplemented from time to time in accordance with its
terms.
“Principal
Market”
initially means the Nasdaq National Market and shall also include the New York
Stock Exchange, the NASDAQ Capital Market, the American Stock Exchange or the
Tel Aviv Stock Exchange, whichever is at the time the principal trading exchange
or market for the Ordinary Shares, based upon share volume.
“Registrable
Securities”
means
the Ordinary Shares issued under Section 2.2(c) and 2.2(d). First
Portion Registrable Securities
means
the Ordinary Shares issued under Section 2.2(c). Second
Portion Registrable Securities
means
the Ordinary Shares issued under Section 2.2(d).
“Registration
Statement”
means
a
registration statement meeting the requirements set forth herein, covering
among
other things the resale of the Ordinary Shares issued hereunder and naming
the
Grantees as a “selling shareholders” thereunder.
“Rule
144”
means
Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule
may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC having substantially the same effect as such
Rule.
“Securities
Act”
means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
“Trading
Day”
means
any day during which the Nasdaq Global Market shall be open for
business.
“VWAP”
means,
for any date, the price determined by the first of the following clauses that
applies: (a) if the Ordinary Shares are then listed or quoted on the Principal
Market, the daily volume weighted average price of the Ordinary Shares for
such
date (or the nearest preceding date) as reported by Bloomberg Financial L.P.
(based on a trading day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time);
(b) if the Ordinary Shares are not then listed or quoted on the Principal
Market and if prices for the Ordinary Shares are then quoted on the OTC Bulletin
Board, the volume weighted average price of the Ordinary Shares for such date
(or the nearest preceding date) on the OTC Bulletin Board; (c) if the
Ordinary Shares are not then listed or quoted on the OTC Bulletin Board and
if
prices for the Ordinary Shares are then reported in the “Pink Sheets” published
by Pink Sheets LLC (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the
Ordinary Shares so reported prior to the day in question; or (d) in all
other cases, the fair market value of an Ordinary Share as determined by the
Purchaser’s Board of Directors in good faith.
IN
WITNESS THE PARTIES HAVE SIGNED THIS PURCHASE AGREEMENT ON THE DATE AND YEAR
FIRST ABOVE WRITTEN.
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/s/Xxxx
Xxxxxx
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Acting
by:
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||||
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Name:
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Xxxx
Xxxxx
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|||
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Title:
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CEO
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BLUEPHOENIX SOLUTIONS UK LTD
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/s/Xxxx
Xxxxxx
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||||
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Acting
by:
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||||
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Name:
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Xxxx
Xxxxx
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|||
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Title:
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CEO
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(2) CODESTREAM SOLUTIONS LTD.
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| /s/Xxxxx Xxxxxx | ||||
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Acting
by:
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||||
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Name:
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Xxxxx
Xxxxxx
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|||
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Title:
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(3)
signed as a deed and delivered by
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Pine
Street Investments II
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/s/Xxxxx
Xxxxxx
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||||
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By:Xxxxx
Xxxxxx
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||||
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Acting
by:
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Acting
by:
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||
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Name:
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Name:
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Title:
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Title:
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(4)
signed as a deed and delivered by
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/s/
W. Xxxxx Xxxxxxxxx
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W.
Xxxxx
Xxxxxxxxx
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In
the presence of:
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Signature
of Witness:
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| /s/ |
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Name
of Witness:
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Address:
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FCPR
NORD EUROPE I
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By:
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UFG
Private Equity
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By:
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/s/ | |
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Name:
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Title:
Investment
Director
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(6)
signed as a deed and delivered by
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| FCPI DIADEME INNOVATION I | ||
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By:
UFG
Private Equity
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By:
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/s/ | |
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Name:
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Title:
Investment
Director
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