EX-4.6
4
exhibit_4-6.htm
Exhibit 4.6
This
Amendment (the “Agreement”) to the Loan Agreement and Plenus Charge
Agreements (as defined below) is entered into as of March 30, 2009, by and among (i)
Attunity Ltd., a private company organized under the laws of the State of Israel
and registered under No. 00-000000-0 (the “Company”), and (ii) Plenus
Technologies Ltd., an Israeli company, Plenus II, L.P., a limited partnership
organized under the laws of Israel, and Plenus II (DCM), L.P., a limited
partnership organized under the laws of Israel (collectively, “Plenus” or
the “Lender”).
WITNESSETH
WHEREAS,
on January 31, 2007, the Company and Plenus entered into that certain Loan Agreement (the
“Loan Agreement”), in connection with a loan provided by Plenus to the
Company (the “Loan”; all capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Loan Agreement). In connection with the
provision of such Loan, the Company entered into a floating charge agreement (the
“Plenus Floating Charge Agreement”) and a fixed charge agreement (the
“Plenus Fixed Charge Agreement” and together with the Plenus
Floating Charge Agreement, the “Plenus Charge Agreements”), granting in
favor of Plenus a first ranking floating charge on all of the assets of the Company and
certain rights in connection therewith, as more fully described in the Floating Charge
Agreement and a first ranking fixed charge on the intellectual property of the Company and
certain rights in connection therewith, as more fully described in the Fixed Charge
Agreement; and
WHEREAS,
in the framework of the Loan Agreement the Company granted Plenus and its co-lenders
certain warrants to purchase Ordinary Shares of the Company, par value NIS 0.01 of the
Company (the “Ordinary Shares”) and extended the terms of certain other
warrants to purchase Ordinary Shares which were previously issued to Plenus and its
co-lenders;
WHEREAS,
the Loan is currently scheduled to be repaid by the Company by way of equal monthly
installments the first of which is due in March 2009;
WHEREAS,
certain of the Company’s shareholders (the “Second Priority
Lenders”) have lent the Company an aggregate amount of US$ 393,168 (as may be
increased by up to an aggregate additional amount of $500,000 in accordance with the terms
thereof, the “New Loan”) subject to the terms and conditions set forth in
the Convertible Loan Agreement by and among the Company and the Second Priority Lenders
dated November 25, 2008 (the “Second Priority Loan Agreement”), to be
secured by certain second priority charges (the “Second Priority
Charges”) pursuant to a fixed charge agreement and a floating charge agreement
entered into on the date of the Second Priority Loan Agreement by the Company and the
Second Priority Lenders (the “Second Priority Charge
Agreements”) and in connection with the provision of such New Loan, the
Company, the Second Priority Lenders and the Lender have entered into an Inter-Creditor
Agreement (the “Inter-Creditor Agreement”); and
WHEREAS,
subject to the terms and conditions set forth herein, Plenus wishes to amend the terms of
the Loan Agreement as further set forth herein.
NOW
THEREFORE, the parties hereto hereby agree as follows:
1.
The preamble to this Agreement constitutes an integral part hereof.
2.
Conditions Precedent. This Agreement shall come into effect upon the
occurrence of the following:
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(i)
the receipt of an irrevocable undertaking by the
Company (the “Company Undertaking”) to consummate a
round of equity and/or debt financing in which the Company shall
raise at least US$ 750,000 (including the New Loan) by July 1, 2009
(the “Next Round”); and |
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(ii)
the receipt by the Lender of the documents listed in Section 4 below. |
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(the
date on which the following terms are met shall be referred to herein as the “Amendment
Effective Date”). |
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As
of the Amendment Effective Date, the following sections 2.1-2.7 shall immediately and
automatically come into effect: |
| 2.1.
Payments. Any
and all payments to be made by the Company with regard to the Loan shall be
made in accordance with the following terms: |
| | 2.1.1. | Section
1.6 of the Loan Agreement shall be removed and replaced in its entirety with
the following: |
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“1.6
Term. The term of the Loan will commence on the Closing Date and terminate on the
fifth anniversary as of the Closing Date (the “Term”), unless
this Agreement is earlier terminated or repayment is accelerated in accordance
with this Agreement”. |
| | 2.1.2. | Section
2.2 of the Loan Agreement shall be removed and replaced in its entirety with
the following: |
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“2.2. Payment of Loan Amount. The Company shall repay the Loan
Amount to the Lender in twenty four (24) equal monthly payments of
$83,333.3 each the first of which shall be due on the first business day
of the 37th month following the Closing Date. |
| | 2.1.3. | Section
2.3(a) of the Loan Agreement shall be amended so that notwithstanding the
provisions of said Section 2.3(a), commencing as of the Amendment Effective
Date, the Interest applicable to the Loan shall be set at nine percent
(9%). For the avoidance of doubt, payment of Interest shall continue
unaffected under the Loan Agreement. |
| | 2.1.4. | The
following sub-section shall be added as a new Section 3(viii): |
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“The
Company does not consummate a round of equity investment and/or debt financing following
[insert the Amendment Effective Date] in which the Company raises at least $750,000
(including the amount of $393,168 transferred to the Company on November 25, 2008) by
July 1, 2009". |
| | 2.2.
Subsidiary
Security Agreement and Guarantee. By no later than the Amendment Effective
Date, the Company shall cause each Subsidiary (as defined below), as guarantor
of the Company, to execute and deliver to Plenus on the Amendment Effective
Date the executed Subsidiary Guarantee substantially in the form attached
hereto as Annex 3(a) (the “Subsidiary Guarantee”).
In addition, by no later than the Amendment Effective Date, the Company shall
cause its Designated Subsidiaries (as defined below), as guarantor of the
Company, to execute and deliver to Plenus on the Amendment Effective Date the
executed Security Interest Agreement substantially in the form attached hereto
as Annex 3(b) the (“Subsidiary Security Agreement”).
To the extent applicable, evidence that all Security Interest pursuant to the
Subsidiary Security Agreement have been properly registered with the applicable
governmental authorities must be delivered to Plenus within 45 days of the
Amendment Effective Date. |
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Each
Subsidiary shall guarantee the repayment of all amounts due or which may become due to the
Lender in accordance with the provisions of Loan Agreement as amended and the Plenus
Charge Agreements by executing the Subsidiary Guarantee. In addition, the Designated
Subsidiaries shall further guarantee the repayment of all amounts due or which may become
due to the Lender in accordance with the provisions of Loan Agreement as amended and the
Plenus Charge Agreements by executing the Subsidiary Security Agreement and by creating a
security interest (the equivalent of a floating charge under Israeli law) on its assets,
as required under the Subsidiary Security Agreement and, to the extent applicable, an
intellectual property security interest (the equivalent of a fixed charge under Israeli
law) over its intellectual property. |
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In
the event that during the term of the Loan Agreement, any of Attunity HK Limited or
Attunity (UK) Limited (a) enters into any material commercial agreement with a customer or
a distributor or which is otherwise material to the business of the Company, or (b)
creates, purchases or otherwise receives any intellectual property other than the
non-exclusive license of intellectual property from third parties, then prior to the
occurrence of such event, (i) the Company shall promptly inform Plenus in writing of such
occurrence, and (ii) if so requested by Plenus in a written notice to the Company, such
Subsidiary shall enter into a Subsidiary Security Agreement and, within 30 days of its
receipt of Plenus’ notice of its election that such Subsidiary enters into a
Subsidiary Security Agreement, make the required filings in order to perfect such Security
Interest with the applicable agencies. The expenses incurred in connection with the filing
and maintenance of such Security Interest shall be borne by such Subsidiary or Company. |
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Without
derogating from any other provision contained herein, the Company acknowledges that these
undertakings are deemed material provisions of this Agreement. |
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The
term “Subsidiary” shall mean each of Attunity Software Services (1991)
Ltd., Attunity Israel (1992) Ltd., Attunity Inc., Attunity HK Limited and Attunity (UK)
Limited. |
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The
term "Designated Subsidiaries" shall mean each of Attunity Software Services (1991)
Ltd., Attunity Israel (1992) Ltd. and Attunity Inc. |
| | 2.3.
Additional
amendments to Loan Agreement. |
| | 2.3.1. | The
following sub-sections shall be added at the end of Section 1.4 of the Loan
Agreement: |
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“(d)
In the event that the Company forms any subsidiaries, then promptly
following the formation of such subsidiary, the Company shall notify the
Lender and shall cause such subsidiary to execute and deliver to the
Lender an undertaking and guarantee substantiallyin the form
attached hereto as Exhibit 1.4(d). In the event that the
Company forms any subsidiary in the United States, then promptly
following the formation of such subsidiary, the Company shall cause such
subsidiary to secure the repayment of all amounts due or which may
become due to the Lender from the Company in accordance with the provisions of
the Transaction Agreements by the creation of a Security Interest on its present
and future tangible and intangible assets and rights of any kind,
whether contingent or absolute, including, but not limited to,
technology and other intellectual property rights as more fully set
forth in the applicable security agreement to be executed by such entity. |
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(e)
Without derogating from the provisions of Section 2.7 hereof, the Company
shall not be entitled, and hereby waives, any right pursuant to Section
13(b) of the Israeli Pledge Law to redeem any pledge created or which
may be created herein and/or in the Charge Agreements. The Company
shall not (and shall ensure that no person having a right which may be affected
by the pledges and charges created or to be created hereunder and/or
under the Fixed Charge Agreement and Floating Charge Agreement or
the realization thereof shall not), have any rights under Section
13(b) of the Israeli Pledge Law.” |
| | 2.3.2. | Section
2.4 of the Loan Agreement shall be removed and replaced in its entirety with
the following: |
| “2.4
Interest
on Late Payment and other Liquidated Damages. Any amount owing by the Company
to the Lender hereunder which is not paid by the Company on its due date shall bear an
additional five percent 5% interest per annum, plus VAT if applicable; which
additional interest shall be compounded daily. In addition, (i) without derogating
from any other right or remedy which the Lender may have under applicable law or
this Agreement, upon the Company’s failure to timely comply with any of its
material obligations under the Transaction Agreements (including the failure to
pay to the Lender any amount due under this Agreement) for a period of more than
thirty (30) days from the date such obligation becomes due, or (ii) if, at the request
of the Company, any payment to Plenus is postponed to such time as mutually agreed by the
parties, the 15% amounts set forth in Sections 3(a) and 3(b) of the Amendment to Loan Agreement
and Charge Agreements dated March 30, 2009, entered into by and between the Parties shall
be increased with immediate effect to 17%.” |
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| | 2.4.
Plenus
Fixed Charge Agreement. |
| | 2.4.1. | Section
2 of the Plenus Fixed Charge Agreement shall be removed and replaced in its
entirety with the following: |
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“2.
To secure the timely payment of all amounts due or which may become
due to Plenus from the Pledgor pursuant to the Transaction Documents
(collectively, the “Secured Obligations”), the Pledgor
hereby unconditionally pledges and grants Plenus a first priority fixed charge
(the “Fixed Charge”) on all the IP (as defined
below) currently owned by the Pledgor or which shall be owned in the
future by the Pledgor until payment in full of the Secured Obligations, including
but not limited to any registered IP and applications for the registration of
IP, worldwide (collectively, the “Collateral”). The
Collateral shall include, but shall not be limited to, the IP and other assets
described in Exhibit A. The registered IP currently owned by the
Pledgor and the applications for the registration of intellectual property
filed by the Pledgor or any of its subsidiaries, are described in Exhibit
A attached hereto. |
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The
Pledgor undertakes throughout the term of the Loan Agreement: |
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2.1
To inform Plenus in writing of any application by the Pledgor or any of its subsidiaries
for the registration, or additional registration, of IP and will promptly take all
such steps as shall be reasonably required of Pledgor in order to amend Exhibit
A to reflect such new applications/registrations and, to the extent
applicable, in order to cause such subsidiaries to make the applicable filings
and, to the extent necessary, execute an agreement substantially similar to this
Agreement; and |
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2.2
Without derogating from the foregoing, the Pledgor shall promptly prepare and file the
applicable documents with the applicable agencies within, and to the extent
applicable outside of Israel required in order to perfect a security interest (the
“Lien”) over the Collateral in order to protect Plenus’s
rights pursuant to this Agreement and will cause the Fixed Charge created pursuant
to this Agreement or the equivalent thereof to be registered in each and every
country in which IP of the Pledgor or any of its applicable subsidiaries is or
will be registered. All costs relating to the registration and perfection of the Fixed
Charge and the removal of such charge pursuant to the provisions of this Agreement
shall be borne by the Pledgor. Without derogating from the foregoing, the Pledgor
will update Plenus on such filings within seven (7) business days following the
completion of registration of such IP (i.e. following the approval of the
application for the registration of such IP). The Company acknowledges that this
undertaking is a material provision of this Agreement. |
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“IP”shall
be deemed to refer to (i) copyright; (ii) patents and any rights thereunder and
all registrations, and renewals in connection therewith; and (iii) trademarks,
service marks, together with all translations, adaptations, derivations, and
combinations thereof, and all registrations, and renewals in connection therewith;
(iv) all in original topographies and all registrations, and renewals in
connection therewith; and (v) all copyrighted computer software, in each case
on a worldwide basis, and all copies and tangible embodiments thereof, or any part
thereof, in whatever form or medium.” |
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| | 2.4.2. | Section
3 of the Plenus Fixed Charge Agreement shall be amended as follows: |
| | 2.4.2.1. | Sub-Section
(i) shall be removed and replaced in its entirety with the following: |
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“(i)
declare or pay dividend, either in cash or in property, on any of the
Company’s shares or otherwise redeem or repurchase any of its
shares.” |
| | 2.4.2.2. | The
following sub-section (j) shall be added: |
| |
“(j)
enter into, or be a party to, any transaction, arrangement or
agreement with any Affiliate (as defined below) other than (i) equity
investments in the Company, (ii) transactions in insignificant amounts
(both on a stand-alone and aggregate basis), (iii) transaction in the
ordinary course of business on arms’ length terms, (iv) payment of
directors fees and salaries, or (iv) inter-company loans among the Company and
its subsidiaries. For purposes of this Agreement, the term “Affiliate” shall
mean, any individual or any type of entity whether incorporated or not
which, directly or indirectly through one or more intermediaries,
controls or is under common control with the Company.” |
| | 2.4.3. | The
following language shall be added at the end of Section 7 of the Plenus Fixed
Charge Agreement: |
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“The
Fixed Charge created for the benefit of Plenus shall be independent of any and all other
charges created for the benefit of Plenus by the Pledgor or by the Pledgor’s
subsidiaries, shall not affect or be affected by such other charges and shall
serve as a continuing security which shall remain in full force until removed in
accordance with the provisions contained herein and/or in the Loan Agreement.” |
| | 2.4.4. | Section
9 of the Plenus Fixed Charge Agreement shall be removed and replaced in its
entirety with the following: |
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“The
amount being secured under the Fixed Charge created by this Fixed Charge Agreement is limited
to all amounts due or which may become due to the Lender under the Transaction Documents.
Upon the realization of the Fixed Charge, payment to the Lender shall be made in the
following order: (i) costs, expenses and taxes, (ii) interest, (iii) any other payments
due pursuant to the provisions of the Transaction Documents (other than payment of
the principal of the Loan Amount), and then (iv) payment of principal of the Loan
Amount. The Fixed Charge shall be cancelled, and the Lender shall promptly execute
and provide the Pledgor with all documents necessary to release the Fixed Charge,
upon repayment of all amounts owed to the Lender Transaction Documents and the
termination of the Loan Agreement pursuant to its terms.” |
| | 2.4.5. | The
following language shall be added to Appendix A to the Plenus Fixed Charge
Agreement: |
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“Any
and all IP registered following the Effective Date and prior to the termination of the
Loan Agreement and owned by the Pledgor.” |
| | 2.5. | Plenus
Floating Charge Agreement. |
| | 2.5.1. | Section
3 of the Plenus Floating Charge Agreement shall be amended as follows: |
| | 2.5.1.1. | Sub-Section
(i) shall be removed and replaced in its entirety with the following: |
| |
“(i)
declare or pay dividend, either in cash or in property, on any of the
Company’s shares or otherwise redeem or repurchase any of its
shares.” |
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| | 2.5.1.2. | The
following sub-section (j) shall be added: |
| |
“(j)
enter into, or be a party to, any transaction, arrangement or
agreement with any Affiliate (as defined below) other than (i)
investments equity in the Company, (ii) transactions in insignificant
amounts (both on a stand-alone and aggregate basis), (iii) transaction
in the ordinary course of business on arms’ length terms, (iv) payment
of directors fees and salaries, or (v) inter-company loans among the Company
and its subsidiaries. For purposes of this Agreement, the term
“Affiliate” shall mean, any individual or any type of
entity whether incorporated or not which, directly or indirectly through
one or more intermediaries, controls or is under common control with the
Company.” |
| | 2.5.2. | The
following language shall be added at the end of Section 7 of the Plenus
Floating Charge Agreement: |
| |
“The
Floating Charge created for the benefit of Plenus herein shall be independent of any and
all other charges created or which may be created in the future for the benefit of
Plenus by the Pledgor or by the Pledgor’s subsidiaries, shall not affect or
be affected by, such other charges and shall serve as a continuing security which
shall remain in full force until removed in accordance with the provisions
contained herein and in the Credit Agreement.” |
| | 2.5.3. | Section
9 of the Plenus Floating Charge Agreement shall be removed and replaced in
its entirety with the following: |
| |
“The
amount being secured under the Floating Charge created by this Floating Charge Agreement
is limited to all amounts due or which may become due to the Lender under the
Transaction Documents. Upon the realization of the Floating Charge, payment to the
Lender shall be made in the following order: (i) costs, expenses and taxes, (ii)
interest, (iii) any other payments due pursuant to the provisions of the
Transaction Documents (other than payment of the principal of the Loan Amount),
and then (iv) payment of principal of the Loan Amount. The Floating Charge shall
be cancelled, and the Lender shall promptly execute and provide the Pledgor with
all documents necessary to release the Floating Charge, upon repayment of all amounts
owed to the Lender under the Transaction Documents and the termination of the Loan Agreement
pursuant to its terms.” |
| | 2.5.4. | Section
13.2 of the Plenus Floating Charge Agreement shall be amended as to reflect
that the Surviving Entity (as such term is defined therein) shall assume all of
the covenants and obligations of the Pledgor set forth in the Loan Agreement,
the Inter-Creditor Agreement and the Plenus Charge Agreements. |
| 3. | Fundamental
Transaction. |
| | (a) | If,
during the period between March 19, 2009 and March 18, 2014, the Company enters
into a transaction or series of related transactions (or commences negotiations
relating to such transaction(s) which subsequently results in the consummation
of such transaction(s) by September 19, 2014) (a “Fundamental
Transaction”) which entails (i) the acquisition of the Company by
means of merger or other form of corporate reorganization in which 50% or more
of the outstanding shares of the Company prior to such transaction is exchanged
for securities or other consideration issued or paid, or caused to be issued or
paid, by the acquiring entity or its subsidiary, (ii) the sale of all or
substantially all of the assets of the Company or any other transaction
resulting in all or substantially all of the Company’s assets being
exchanged for assets or securities of any other entity, or (iii) a transaction
or a series of transactions in which a person or entity acquires more than 50%
of the outstanding and issued shares of the Company; then without derogating
from the Company’s obligation to repay any and all amounts due to the
Lenders pursuant to the provisions of the Loan Agreement simultaneously with
the closing of the Fundamental Transaction (to the extent not repaid prior to
such date), an additional amount shall be paid to the Lender (the “Additional
Payment”) (1) in the cases of clauses (i) or (iii), an amount equal to
the higher of (A) 15% of the outstanding Loan Amount, and (B) 15% of the
aggregate proceeds payable in connection with such Fundamental Transaction to
the shareholders including any “carve out” or similar payments due to
any third parties (including the Lenders and the Company shareholders) in
connection with such Fundamental Transaction, which payment shall be made
simultaneously with the closing of the Fundamental Transaction (or promptly
following the closing of the Fundamental Transaction and subject thereto but in
any event prior to or simultaneously with the payment to Company shareholders,
if any); and (2) in the case of clause (ii), an amount equal to the higher of
(A) 15% of the outstanding Loan Amount, and (B) 15% of the aggregate proceeds
payable to the Company in connection with such Fundamental Transaction; provided
that the foregoing amount will be paid within no more than 30 days
following the closing of such Fundamental Transaction but in any event prior to
or simultaneously with payments to Company shareholders, if any. Without
derogating from the foregoing, the “aggregate proceeds” payable in
connection with the Fundamental Transaction shall be calculated while (A)
subtracting any amount of debts, liabilities and obligations which have accrued
prior to the closing of such Fundamental Transaction, have not been assumed by
the purchaser in such Fundamental Transaction and remain outstanding and
payable following such closing, and (B) adding the excess of the amount of the
shareholders’ loans outstanding prior to the closing of the Fundamental
Transaction over $2,393,168 plus the amount of the additional loan that has
been extended to the Company pursuant to Section 2(i) prior to such date. |
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In
addition and without derogating from the foregoing, upon each payment to the Company
shareholders of any future or contingent payments payable in connection with such
Fundamental Transaction, the Lenders shall be paid an amount equal to 15% of the
aggregate proceeds then payable in connection with such Fundamental Transaction. |
| | (b) | Notwithstanding
the foregoing provisions of Section 3(a), for a period of fourteen (14) days
commencing on the date on which the Company provides the Lenders with a copy of
the Company’s audited financial statements for the year ended December 31,
2012, and provided that the consolidated revenues for the calendar year
2012, as reflected in such financial statements are equal to, or exceed, $18
million, the Lender will be entitled, at its sole discretion and in lieu of the
Additional Payment due pursuant to the provisions of Section 3(a) above, to
receive an amount equal to the higher of (i) 15% of such revenues, and (ii)
$1.5 million, by way of issuing a written notice to the Company within such
7-day period. In the event the Lender receives payment in full under this
Section 3(b), the provisions relating to the Additional Payment set forth in
Section 3(a) above shall immediately and automatically expire and shall become
null and void. |
| | (c) | For
the avoidance of doubt, the provisions of this Section 3 shall survive the
termination or expiration of the Loan Agreement. |
| 4. | Transactions
at the Amendment Effective Date. |
| |
At
the Amendment Effective Date, the Company shall deliver to Plenus the following documents
and certificates: |
| |
(a)
resolutions of the Company’s Board of
Directors and, to the extent applicable, the Company’s
shareholders, (i) approving, as applicable, this Agreement and the
transactions contemplated herein and in the ancillary agreements and
documents attached hereto; (ii) causing each Subsidiary, as guarantor
of the Company, to execute and deliver to Plenus the Subsidiary
Guarantee and, to the extent applicable hereunder, the Security
Interest Agreement; |
| |
(b)
copies of the waivers, notifications, consents
and approvals required to be obtained by the Company with respect to
this Agreement and the transactions therein, all of which are listed
in Annex 4(b); |
| |
(c)
resolutions of the board of directors of each
applicable Subsidiary in the form attached hereto as Annex 4(c) approving
the execution of the Subsidiary Interest Security Agreement and
Subsidiary Guarantee by each such Subsidiary; |
| |
(d)
the receipt of an executed copy of the Company Undertaking. |
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5.
Representations and Warranties. All representations and warranties made
by the Company in connection with the Next Round shall be deemed incorporated
herein and into the Loan Agreement by reference and shall form an integral part
of this Agreement and the Loan Agreement. The Company acknowledges that the
Lender is entering into this Agreement in reliance on such representations. If
any of such representation is, or proves to have been, incorrect or misleading
in any material respect, an Event of Acceleration shall have deemed to have
occurred.
6. Further
Undertakings.
| |
(a)
The Company undertakes to provide evidence that
the amendment of the charges in favor of Plenus as required pursuant
to Section 2.4.4 and 2.5.3 above have been filed with the Israeli
Registrar of Companies within 3 Business Days from the Amendment
Effective Date and that they have been duly registered within 21 days
from the Amendment Effective Date. If this undertaking is not
fulfilled within the requisite time by the Company, this will be
deemed a material breach under the Loan Agreement; and |
| |
(b)
The Company undertakes that by no later than
seven (7) Business Days prior to the closing of the Next Round, it
shall provide Plenus with final forms of the main transaction
documents of the Next Round (which, for the avoidance of doubt, must
include a capitalization table reflecting the Company’s issued and
outstanding share capital, on a fully diluted basis, immediately
following the Next Round closing). |
7. Fees
and Taxes. At the Amended Effective Date, the Company shall share in and
contribute a total amount of Fifteen thousand dollars (US$ 15,000) plus VAT,
towards the legal fees and other expenses incurred by Plenus in connection with
the negotiations and consummation of this Agreement, the Inter-Creditor
Agreement and the other ancillary agreements and documents.
8.
Other than as specifically set forth herein, the Loan Agreement, the Plenus
Fixed Charge Agreement and the Plenus Floating Charge Agreement shall remain in
full force and effect with no changes.
[signature page to
follow]
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IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above written:
Attunity Ltd.
By: ______________
Name; ___________
Title: ____________
Plenus Technologies Ltd.
By: _____________
Name: __________
Title: ___________
| PLENUS II, LIMITED PARTNERSHIP
By: PLENUS MANAGEMENT (2004) LTD.
———————————————————
Its. Management Company
———————————————————
By:
———————————————————
Its:
———————————————————
| | |
| PLENUS II (D.C.M.), LIMITED PARTNERSHIP
By: PLENUS MANAGEMENT (2004) LTD.
———————————————————
Its. Management Company
———————————————————
By:
———————————————————
Its:
———————————————————
| | |
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