Execution version
AGREEMENT
This Agreement (this "Agreement") is entered into effective as of this 14th day
of February, 2007 (the "Effective Date") by and among Crow Technologies 1977
Ltd., a company organized under the laws of the State of Israel, with
headquarters located at 00 Xxxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxx (the "Company"),
Xx. Xxxxxx Xxxxxx ("Xxxxxx"), Xx. Xxxxx Silver and Sender Holdings Inc.
(collectively, "Silver"), Equity MY Ltd. ("Xxxxxxxx"), Xx. Xxxxx Batchon
("Batchon" and together with Melman, Silver and Xxxxxxxx, the ("Sellers")) and
the Buyers, as defined in that certain Share Purchase Agreement dated September
12, 2006 by and between the Sellers, the Company and the Buyers (the "Share
Purchase Agreement"). The Sellers, the Company and the Buyers shall be referred
to hereinafter collectively as the "Parties" and each of them a "Party".
Whereas the Parties entered into that Share Purchase Agreement; and
Whereas without admitting any liability or making any admissions on the part of
either Party, the Parties would like to amend the Share Purchase Agreement as
more fully set forth below.
1. All capitalized terms herein shall have the meaning ascribed to them in
the Share Purchase Agreement and in the exhibits and schedules attached
thereto, unless the text herein specifies otherwise.
2. Notwithstanding the provisions of the Share Purchase Agreement, the
Parties agree that the Company shall not sell the Purchased Company
Shares to the Buyers and the Buyers shall not pay the Company Purchase
Price to the Company. The closing of the sale by the Sellers and
purchase by the Buyers of the Purchased Seller Shares shall be take
place on February 14, 2007 (the "Closing").
3. As a result of no sale to the Buyers of the Purchased Company Shares,
no representation, warranty or undertaking has, is or shall be given to
the Buyers, or anyone on their behalf, by the Company, or by anyone on
its behalf, in connection with the Share Purchase Agreement and any
ancillary document thereto and the only sections of the Share Purchase
Agreement which shall be in force and effect are as follows (and only
in respect of the Purchased Seller Shares and Seller Purchase Price,
where applicable): Sections 1.1(ii), 1.2 and 1.4, 2 (including 2.7 only
in respect of the rights of the Sellers), provided that such
representations and warranties are made solely to the Sellers, 4,
5.1(d), 5.1(f), 5.1(h), 5.1(i), 5.3 and 8 (as far as such provisions
relate to the Buyers and Sellers). All other sections of the Share
Purchase Agreement shall be deemed null and void and shall have no
effect.
4. Notwithstanding anything contrary in the Share Purchase Agreement, each
of the Parties shall bear its own expenses and costs in connection with
the transactions contemplated by the Share Purchase Agreement and this
Agreement.
5. The Purchased Seller Shares shall entitle the Buyers to all ordinary
rights to which all shareholders of the Company are entitled to by the
applicable law and according to the Articles of Association of the
Company. In addition, the Buyers, collectively, shall be entitled, for
as long as they hold, collectively, shares of the Company, constituting
more than 7.5% of the issued and outstanding share capital of the
Company, to appoint one (1) observer, who shall be entitled to all
information distributed to members of the board prior to the board of
directors' meetings in a timely manner and to participate in all such
board of directors' meetings, subject to signing the standard non -
compete and confidentiality undertaking towards the Company.
6. For the avoidance of doubt, the Shareholders' Agreement currently in
effect by and among Melman, Silver, Sender Holdings Inc. and Xx.
Xxxxxxxxx shall continue to have full force and effect and shall not be
replaced by the form of Shareholders' Agreement attached to the Share
Purchase Agreement as Schedule 5.1(e).
7. In exchange for the above and subject thereto, the Parties hereby
irrevocably and absolutely releases, acquits and forever discharge each
other and their respective subsidiaries, shareholders, directors,
officers, agents, successors, assigns and employees (the "Released
Parties"), of and from any and all actions, causes of action, claims,
liabilities, demands, damages, costs, expenses, judgments, attorneys'
fees, indemnities, debts, duties, suits and obligations of every kind,
nature and description whatsoever, known and unknown, disclosed and
undisclosed (hereinafter referred to collectively as "Claims"), arising
out of or in any way related to the amendment of the Share Purchase
Agreement by this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.
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CROW TECHNOLOGIES 1977 LTD.
By: Xxxxxx Xxxxxx
Title: Chief Executive Officer
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XXXXXX XXXXXX XXXXXXX SILVER
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JACOB BATCHON
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Sender Holdings Inc. Equity MY Ltd.
By: Xxxxx Xxxxx By: Xxxx Xxxxxxxx
Title: Director Title: Director
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Fortissimo Capital Fund, L.P.
FORTISSIMO CAPITAL FUND (ISRAEL), L.P.
FORTISSIMO CAPITAL FUND (ISRAEL-DP), L.P.
By: Fortissimo Capital Fund GP, L.P.,
its General Partner
By: Fortissimo Capital (GP) Management Ltd.,
its General Partner
By: Xxxxx Xxxxx, Director
