Exhibit 3
AGREEMENT
Relating to the Disposition of Certain Ordinary Shares of ECTel Ltd.
Dated this 22 day of March 2004
Each of the undersigned hereby agrees that it will not, without the prior
written consent of the remaining parties hereto:
(a) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into
any transaction which is designed to, or might reasonably be expected to, result
in the disposition by the undersigned), directly or indirectly, including the
filing (or participation in the filing) of a registration statement with the
Securities and Exchange Commission ("SEC") in respect of, or
(b) establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder with respect to, ((a) and (b) collectively, "Transfer"),
any Ordinary Shares, par value NIS ___ per share of ECTel Ltd., or any
securities convertible into, or exercisable or exchangeable for such Ordinary
Shares, received by the undersigned in connection with the distribution by ECI
Ltd. of ECTel's securities held by ECI Ltd (the "Restricted Shares") or publicly
announce an intention to effect such transaction, for a period of one year after
the date the Restricted Shares are received by the undersigned
The provision of this agreement shall not restrict any Transfer of Restricted
Shares (i) disposed of as bona fide gifts, (ii) transferred to Affiliates (as
hereinafter defined) of the undersigned or members of his or her immediate
family or to a trust for their benefit, provided that such Affiliates, persons
or trusts agree in writing with the remaining parties hereto to be bound by the
terms hereof, (iii) among parties to this agreement or (iv) in connection with
any recapitalization structural reorganization of ECTel or a merger or
acquisition transaction involving ECTel.
For the purpose of this agreement, "Affiliate" means any person or entity
"controlling," "controlled" by or under common "control" with, any other person
or entity.
"Control" shall have the meaning ascribed to it under the Israeli Securities
Law, 1968.
This agreement shall terminate and be of no force and effect on the earlier of
(i) December 31, 2005 and (ii) the first anniversary of the date on which the
Restricted Shares are received by the undersigned,
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
date first above written.
Carmel Software Fund (Israel) L.P.
By: Carmel VC (Israel) L.P.
By: Carmel V.C. Ltd.
Name:___________________
Title:_____________________
Carmel Software Fund (Delaware) L.P.
By: Carmel Software L.P.
By: Carmel Software Ltd.
Name:___________________
Title:_____________________
Carmel Software Fund (Cayman) L.P.
By: Carmel Software L.P.
By: Carmel Software Ltd.
Name:___________________
Title:_____________________
Carmel Software Fund GbR
By: Carmel Software L.P.
By: Carmel Software Ltd.
Name:___________________
Title:_____________________
Carmel V.C. Ltd. (acting for Siemens Venture Capital GmbH)
Name:___________________
Title:_____________________
Isal Amlat Investments (1993) Ltd.
Name:______________________
Title:_______________________
D Partners (Israel) Limited Partnership
By: D Associates GP (Israel) Ltd.
Name:_________________________
Title:__________________________
D Partners (BVI) L.P.
By: D Associates GP (Israel) Ltd.
Name:_________________________
Title:__________________________
M.A.G.M. Chemical Holding Ltd.
Name:______________________
Title:_______________________
Ofer (Ships holding) Ltd.
Name:_______________________
Title:________________________
Clal Electronics Industries Ltd.
Name:_______________________
Title:________________________
