Exhibit 9
ADDENDUM 1 TO CONVERTIBLE LOAN AGREEMENT
THIS ADDENDUM 1 TO CONVERTIBLE LOAN AGREEMENT (this "Addendum") dated as
of March 28, 2003 ("Effective Date"), is by and between Commtouch Software Ltd.,
an Israeli corporation ("Commtouch"), and the lenders signing below (each, a
"Lender", and collectively, the "Lenders").
WHEREAS, Commtouch and the Lenders previously executed the Convertible
Loan Agreement on January 29, 2003 ("Agreement"); and
WHEREAS, the Lenders have funded the first tranche of the Loan, and have
indicated their intent to fund the second tranche of the Loan; and
WHEREAS, while the Agreement contemplates a Loan of up to $1,250,000,
currently the first two tranches amount to $905,000; and
WHEREAS, XDL Capital Corp. and others have indicated an interest in
funding all or a portion of the shortage in Loan funds of $345,000;
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the parties agree as follows:
1. OPTIONAL ADDITIONAL LOAN FUNDING
Commtouch hereby grants to XDL Capital Corp. the option to fund, either itself
or in conjunction with other Lenders, related parties thereto or investors from
Commtouch's prior round of financing according to that certain Ordinary Shares
and Warrants Purchase Agreement dated February 27, 2002 (together referred to as
"Other Participating Entities"), an additional sum of up to $345,000
("Additional Amount") as part of the Loan Amount under the Agreement. This
option is exercisable at any time up to May 15, 2003, 10:00 am Pacific time, by
way of the delivery of a written notice from XDL Capital Corp. and any other
participating entities to Commtouch. All relevant terms of the Agreement shall
be applicable to the Additional Amount as if the Additional Amount were
originally a part of the second tranche of the Loan.
2. GENERAL
a. Terms used herein shall have the same meaning as ascribed to such terms in
the Agreement.
b. Except to the extent amended hereby, the terms and conditions of the
Agreement shall remain in full force and effect as between the parties
hereto throughout the term of the Agreement.
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IN WITNESS WHEREOF, the parties have caused this Addendum to be executed as of
the Effective Date by their respective authorized representatives.
COMMTOUCH SOFTWARE LTD.
By: __________________ By: ________________
Title: _______________ Title:______________
LENDERS:
AxcessNet Resources LLC Xxxx Xxxxxxxxx
By: ____________________________ By: ______________________________
Title: _________________________ Title: ___________________________
Acknowledged and Agreed:
Xxxx Xxxxx COLLATERAL AGENT:
By: ____________________________ XDL Capital Corp.
Title: _________________________ By: ______________________________
Title: ___________________________
Compugen Systems Ltd.
By: ____________________________
Title: _________________________
Delta Capital Investments Ltd.
By: ____________________________
Title: _________________________
KKB Ventures LLC
By: ____________________________
Title: _________________________
XDL Capital Corp.
By: ____________________________
Title: _________________________
Xxxxxx X. Xxxxxxx
By: ____________________________
Title: _________________________
LENE L.P.
By: ____________________________
Title: _________________________
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