Addition Closing Addendum No. 3 to Share Purchase Agreement
This Addendum (the "Addendum") is entered into as of March 20, 2007 by and among
Radview Software Ltd., an Israeli corporation, corporate registration number
00-000000-0 (the "Company") and Fortissimo Capital Fund GP, L.P. on behalf of
the several partnerships in which it serves as the general partner, (the
"Investor"), as an addendum to that certain Share Purchase Agreement entered
into by and among the Company and the Investors (as therein defined, and for the
purpose of this Addendum, the "SPA Investors") on April 4, 2006 (the "SPA").
W I T N E S S E T H:
WHEREAS, the Company and the SPA Investors entered into the SPA under
which, inter alia, at the First Closing: (i) the SPA Investors purchased from
the Company 25,000,000 Acquired Shares, at a purchase price of US$0.03 per share
and for an aggregate purchase price of US$750,000, and (ii) the Company issued
to the SPA Investors 18,750,000 Warrants, exercisable into 18,750,000 Warrant
Shares, for an exercise price of US$0.04 per Warrant Share; and
WHEREAS, pursuant to section 3 of the SPA, during a period ending 18
months following the First Closing, each SPA Investor may, at its sole
discretion, invest, in one or more investment transactions additional amounts,
amounting in the aggregate, for all SPA Investors, to a total of US $2,250,000;
and
WHEREAS, the parties hereto entered into Addendum No. 1 to the SPA and in
connection therewith, the Investor invested $700,000 in the Company, and an
additional $500,000 was invested in accordance with the terms of Addendum No. 2;
and
WHEREAS, the Investor wishes to make an additional investment in the
Company under the terms and conditions set forth in the SPA, and has, in
accordance with Section 3.1 of the SPA, set the amount of the Additional
Purchase Price at $500,000; and
WHEREAS, in consideration for the Additional Purchase Price, the Company
is to issue to the Investor Additional Acquired Shares and Additional Warrants
to purchase Additional Warrant Shares;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties hereby agree as follows:
1. INTERPRETATION; DEFINITIONS
1.1 The Recitals and Schedules hereto constitute an integral part hereof.
1.2 The headings of the sections and subsections of this Agreement are for
convenience of reference only and are not to be considered in construing
this Agreement.
1.3 Capitalized terms used herein and not otherwise defined shall have the
meaning as set forth in the SPA.
2. SALE OF ADDITIONAL SHARES
2.1 At the Additional Closing, the Company shall issue and allot to the
Investor, and the Investor shall purchase from the Company that number of
the Company's Additional Acquired Shares, set opposite the Investor's name
in the Amended Schedule A, at a purchase price of US $0.03 per share.
2.2 In addition to the Additional Acquired Shares, at the Additional Closing,
the Company shall issue to the Investor that number of Additional Warrants
to purchase additional Warrant Shares, set opposite the Investor's name in
the Amended Schedule A, at an exercise price of US$0.04 per Additional
Warrant Share. The Additional Warrants shall be in the form attached as
Schedule 5.2.1(c) to the SPA.
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2.3 The Company hereby represents and warrants that the Additional Acquired
Shares and the Additional Warrants shall be, when issued in accordance
with the terms and conditions of the SPA and this Addendum, duly
authorized, validly issued, fully paid, non-assessable, and free of any
preemptive right, third party rights and Encumbrances.
3. THE ADDITIONAL CLOSING
The transactions contemplated herein shall take place on March 20, 2007
(the "Additional Closing"), to be held at the offices of Amit, Pollak,
Matalon & Co., NYP Tower 19th Floor, 17 Xxxxxxx Xxxx St., Tel Aviv,
Israel, or at such other date, time and place as the parties shall have
mutually agreed to.
3.1 At the Additional Closing, the following transactions shall occur
simultaneously:
3.1.1 The following documents shall have been provided to the
Investor:
(a) Validly issued share certificates for the Additional
Acquired Shares in the name of the Investor, together
with signed notices to the Registrar of Companies
regarding the Additional Acquired Shares; and
(b) The Additional Warrants, duly executed by the Company
and issued to the Investor, in the amounts set forth in
the Amended Schedule A;
3.1.2 The Investor shall pay to the Company its proportional share
of the Additional Purchase Price as set next to its name in
the Amended Schedule A, by way of a bank transfer to the
Company's account, pursuant to wiring instructions given in
writing by the Company prior to the Additional Closing.
4. NEW OPTIONS
4.1 In consideration of Fortissimo accelerating each Additional Closing, the
Company will use its best efforts to obtain shareholder approval at its next
shareholder meeting in order to approve the grant of a new option (the "New
Option") to Fortissimo that will provide to Fortissimo an option to acquire the
identical amount of shares and warrants at the same terms as were available to
Fortissimo at each Additional Closing.
4.2 In the event that the grant of a New Option is approved by the shareholders
of the Company, the Company shall have the ability to acquire the Additional
Shares and the Additional Warrants that were issued to Fortissimo at each
Additional Closing with respect to which a New Option was granted, at the same
price at which such securities were acquired plus 8% interest per annum for a
period of twelve months from the date the new Option was issued.
5. OTHER PROVISIONS
5.1 Each of the parties hereto hereby represents that this Addendum
constitutes the valid, binding and enforceable obligation of such party
and that execution, delivery and performance of the obligations of such
party hereunder have been duly authorized by all necessary corporate
actions.
5.2 Other than as explicitly provided herein, nothing herein shall be deemed
to amend or derogate in any manner from the terms and provisions of the
SPA and the Schedules thereto, which shall remain in full force and
effect.
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IN WITNESS WHEREOF, each of the parties has signed this Second Addendum as of
the date first written hereinabove.
Radview Software Ltd Fortissimo Capital Fund GP LP.
By: Fortissimo Capital (GP) Management
By: ____________________ Fund Ltd, its general partner
Name: _________________ By: ______________________
Name: Xxxxx Xxxxx
Title: ___________________ Title: Director
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Amended Schedule A
Original Investment Addendum No. 1
--------------------------------------- ------------------------------------------
Name of Address Portion of Number of Number of Portion of Number of Number of
Investor Purchase Price Acquired Warrants Additional Additional Additional
in US$ Shares Purchase Price Acquired Warrants
in US$ Shares
--------------- ------------------------------ ------------- ------------ ---------- ------------- ----------- ---------------
Fortissimo c/o Xxxx Xxxxxxx
Capital Fund, LP Fortissimo Capital Management $ 20,063 668,773 501,580 $ 24,968 832,267 624,200
Ltd.
00 Xxxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxx Xxxxxx 00000
Fax: x000-0-0000000
Fortissimo c/o Xxxx Xxxxxxx $506,090 16,869,681 12,652,261 $ 629,801 20,993,367 15,745,025
Capital Fund Fortissimo Capital Management
(Israel), LP Ltd.
00 Xxxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxx Xxxxxx 00000
Fax: x000-0-0000000
Fortissimo c/o Xxxx Xxxxxxx
Capital Fund Fortissimo Capital Management
(Israel-DP), LP Ltd. $ 36,346 1,211,545 908,659 $ 45,231 1,507,700 1,130,775
00 Xxxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxx Xxxxxx 00000
Fax: x000-0-0000000
Xxxxxx Xxxxxxx 00 Xxxxx Xxxxxxxxx Xxxxxx $125,000 4,166,667 3,125,000 $ 0 0 0
Xxx-Xxxx 00000, Xxxxxx
Fax: x000-0-0000000
Cc: Xxxx Xxxxxx, Adv.
RAD Bynet Group Legal
Department
00 Xxxxx Xxxxxxxxxx Xx.
Xxx-Xxxx 00000, Xxxxxx
Fax: x000-0-0000000
Shem Basum Ltd. C/o Xxxx Xxxxxx $ 50,000 1,666,667 1,250,000 $ 0 0 0
0 Xxxxx Xxxxxx Xx.
Xxxx Xxxx
Fax: x000-0-000-0000
E-mail:
xxxx@XxxxxxxXxxxxxxx.xxx
Xxxxxxx Chill 000 Xxxx 00xx Xxxxxx $ 12,500 416,667 312,500 $ 0 0 0
Xxx. 0-X, Xxx Xxxx XX 00000
Email:
xxxxxx@xxxxxxxxxxxx.xxx
Phone: 000-000-0000
Cell: 000-000-0000
--------------- ------------------------------ ------------- ------------ ---------- ------------- ----------- ------------
Total 750,000 25,000,000 18,750,000 $ 700,000 23,333,334 17,500,000
Addendum Xx. 0 Xxxxxxxx Xx. 0 TOTAL
--------------------------------------- ---------------------------------------- ------------------------------
Portion of Number of Number of Portion of Number of Number of Portion of Total Total Number
Additional Additional Additional Additional Additional Additional Purchase Price of Acquired
Name of Purchase Price Acquired Warrants Purchase Price Acquired Warrants in US$ Shares
Investor in US$ Shares in US$ Shares
---------------- ------------- ----------- ----------- -------------- --------- ---------- --------------- -------------
Fortissimo
Capital Fund, LP $ 7,321 244,033 183,025 $ 18,113 603,767 452,825 $ 70,465 2,348,840
Fortissimo
Capital Fund $460,364 15,345,467 11,509,100 $449,586 14,986,200 11,239,650 $2,045,841 68,194,715
(Israel), LP
Fortissimo $ 32,315 1,077,167 807,875 $ 32,301 1,076,700 807,525 $ 146,193 4,873,112
Capital Fund
(Israel-DP), LP
Xxxxxx Xxxxxxx $ 0 0 0 $ 0 0 0 125,000 4,166,667
Shem Basum Ltd. $ 0 0 0 $ 0 0 0 $ 50,000 1,666,667
Xxxxxxx Chill $ 0 0 0 $ 0 0 0 $ 12,500 416,667
-------- ---------- ---------- -------- ---------- ---------- ---------- ----------
$500,000 16,666,667 12,500,000 $500,000 16,666,667 12,500,000 $2,450,000 81,666,668
Name of Total Number
Investor of Warrants
---------------- ------------
Fortissimo
Capital Fund, LP 1,761,630
Fortissimo
Capital Fund 51,146,036
(Israel), LP
Fortissimo 3,654,834
Capital Fund
(Israel-DP), LP
Xxxxxx Xxxxxxx 3,125,000
Shem Basum Ltd. 1,250,000
Xxxxxxx Chill 312,500
----------
61,250,000
