TRUST AGREEMENT
This Trust Agreement is made and entered into as of this ___ day of January
2001, between CATALYST INVESTMENTS L.P (the "GENERAL PARTNER") of 0 Xxxxxx
Xxxxxx Xx., Xxx-Xxxx, Xxxxxx and CATALYST FUND L.P., CATALYST FUND II, L.P., and
CATALYST FUND III, L.P., whose address for purposes hereof is 0 Xxxxxx Xxxxxx
Xx., Xxx-Xxxx, Xxxxxx (together, the "Partnerships comprising the CATALYST
FUND").
W I T N E S S E T H
WHEREAS the General Partner serves as a general partner of all the three
Partnerships comprising the Catalyst Fund; and
WHEREAS the Partnerships comprising the Catalyst Fund invest together from time
to time, on a pro-rata basis, in certain portfolio companies, by way of purchase
of securities; and
WHEREAS certain investments by the Partnerships comprising the Catalyst Fund
have been effected, and may in the future be effected, prior to the final
acceptance of all contribution commitments to the Fund, such that the pro-rata
allocation of such investments among the Partnerships comprising the Fund cannot
be finalized until such final acceptance is effected; and
WHEREAS the parties have agreed, and agree, that the General Partner will act as
trustee (the "TRUSTEE") on behalf of the Partnerships comprising the Fund and
will hold in trust for the Partnerships comprising the Catalyst Fund, all the
securities already purchased by them in portfolio companies as well as those
securities in portfolio companies that will be purchased by them in the future
(collectively, the "TRUST SHARES");
NOW THEREFORE, it is hereby agreed as follows:
1. The Trustee will hold the Trust Shares pursuant to the terms set forth
herein.
2. The Trust Shares have been, and/or will be (as appropriate), transferred to
the Trustee without consideration, and in no event will the Trustee be required
to pay any amount in consideration of the Trust Shares (including the par value
thereof).
3. The Trustee shall hold the Trust Shares in trust for the benefit of the
Partnerships comprising the Catalyst Fund, until the Partnerships comprising the
Catalyst Fund will jointly instruct the Trustee to transfer the Trust Shares.
Any such instruction will be given in a manner which is consistent with the
partnership agreements of the Partnerships comprising the Catalyst Fund, and,
unless otherwise jointly agreed by the Partnerships comprising the Catalyst
Fund, will reflect the pro-rata interests of the partners in the Partnerships
comprising the Catalyst Funds.
4. The Trustee will vote the Trust Shares according to the joint instructions
given by the Partnerships comprising the Catalyst Fund. In any event that the
Trustee shall not receive such instructions, it will vote the Trust Shares in
accordance with its discretion.
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5. This Agreement shall not be amended, modified or varied by any oral agreement
or representation or otherwise then by written instrument executed by all
parties hereto.
6. All notices and requests required or authorized hereunder, shall, expect
where specifically provided otherwise, be given either in writing by personal
delivery to the party to whom notice is to be given, or sent by registered mail,
addressed to the party intended and it's address set forth in the caption above
or by facsimile. The date of delivery or facsimile in the case of personal
delivery or the date which is five days after the date on which it is deposited
in the mail in the case of notice by mail, shall be deemed to be the date of
such notice. Any party may change its address for purposes hereof by notifying
the other parties of such change in writing.
7. It is hereby agreed between the parties that the laws of the State of Israel
shall apply to this Agreement and that the sole exclusive place of jurisdiction
in any matter arising out of or connected with this Agreement shall be the Tel
Aviv Courts.
8. The parties acknowledge that the Trustee currently serves as the general
partner of each of the Partnerships comprising the Catalyst Fund, and, as such,
the Trustee manages, and acts on behalf of, all of the Partnerships comprising
the Catalyst Fund.
IN WITNESS WHEREOF, the parties have executed this Agreement.
CATALYST INVESTMENTS L.P
By its General Partner, Catalyst Venture Capital Ltd.
By: /s/ Xxxxxxx Xxxxxxxxx
/s/ Xxxx Xxxxx
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CATALYST FUND L.P.
by its General Partner Catalyst Investments L.P.,
by its General Partner, Catalyst Venture Capital Ltd.
By: /s/ Xxxxxxx Xxxxxxxxx
/s/ Xxxx Xxxxx
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CATALYST FUND II, L.P.
by its General Partner Catalyst Investments L.P.,
by its General Partner, Catalyst Venture Capital Ltd.
By: /s/ Xxxxxxx Xxxxxxxxx
/s/ Xxxx Xxxxx
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CATALYST FUND III, L.P.
by its General Partner Catalyst Investments L.P.,
by its General Partner, Catalyst Venture Capital Ltd.
By: /s/ Xxxxxxx Xxxxxxxxx
/s/ Xxxx Xxxxx
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