Date: November 20, 2006
To: Copy:
Emblaze Ltd. Xxx Xxxxxxx, Adv.
00 Xxxxxx Xxxxxx Xxxx Xxxxx, Adv.
Ra'anana, Israel Meitar Liquornik Geva & Leshem Xxxxxxxxx
Attn.: Chief Financial Officer 16 Abba Hillel Silver Rd.
Ramat Gan, Israel
By fax: 00-0000000; 00-000-0000
By fax: 00-000-0000
Re: Emblaze - FIMGold Agreement
Dear Sir,
We would like to set forth in writing certain matters discussed by the parties,
with reference to the agreement dated September 12, 2006 by and among Emblaze
Ltd. ("Emblaze"), on the one hand, and FIMGold Limited Partnership ("FIMGold
L.P.") and FIMGold Ltd., on the other hand (the "Agreement"). Each capitalized
term not defined in this letter shall have the meaning ascribed to such term in
the Agreement.
1. On November 19, 2006, the shareholders of Formula approved the
Distribution. Since the record date for the shareholders of Formula
entitled to receive shares of Formula Vision pursuant to the
Distribution shall be subsequent to the Closing, the parties agree as
follows:
Upon consummation of the Distribution, Emblaze shall, as soon as
practicable after receipt of shares of Formula Vision pursuant to the
Distribution, transfer to FIMGold L.P. such number of shares of Formula
Vision that FIMGold L.P. would have been entitled to receive had the
Distribution been consummated prior to the Closing ("FIMGold Vision
Shares") (provided that FIMGold L.P. first pays Emblaze in cash an
amount equal to all taxes (including withholding taxes), other than any
taxes with respect to which FIMGold L.P. delivers to Emblaze an
exemption from payment or withholding obligation, and all other costs,
in each case paid or payable by Emblaze and/or Formula in connection
with such distribution and/or transfer of FIMGold Vision Shares).
2. Section 1.5(a)(ii) of the Agreement is hereby amended and restated in its
entirety as follows:
"(ii) Letters of resignation of each of Xxx Xxxxxxxxx, Xxxxx
Xxxxxx and Xxxxx Xxxx, dated as of the Closing Date, and an
undated and irrevocable letter of resignation of Xxx
Xxxxxxxxx, from the board of directors of Formula and a
resolution signed by all of the directors of Formula at the
time such resolution is made and entitled to vote on such
matter (and in any event following the effective resignation
of Messrs. Xxxxxxxxx, Davidi and Xxxx from the board of
Formula), electing Messrs. Xxx Xxxxxxxxx, Xxxxxx Xxxx and Tal
Barnoach to the board of directors of Formula, to fill the
vacancies created on the board of Formula as a result of the
foregoing resignations."
This letter shall be deemed an amendment to the Agreement and an integral part
thereof. Except as set forth herein, all of the terms of the Agreement shall
continue in full force and effect.
Please indicate your confirmation and agreement to the foregoing by signing
below and returning this document to FIMGold L.P.
Sincerely yours,
FIMGold, Limited Partnership FIMGold Ltd.
By: FIMGold Ltd., the General Partner
By: _______________ By: _______________
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: Title:
By: _______________ By: _______________
Name: Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx
Title: Title:
Agreed and Accepted
For: EMBLAZE LTD.
By: ________________
Name:
Title:
