AMENDMENT TO STOCKHOLDERS AGREEMENT
EXHIBIT 8
AMENDMENT TO STOCKHOLDERS AGREEMENT
This is an Amendment of the Stockholders Agreement executed in February 2004 among Xxxxxx Xxxx, Xxx Xxxxxx, Xxx Xxxxxxxxx, GF Capital Management & Advisors, LLC, Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx-Xxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Barrossa Finance Ltd. (hereinafter collectively referred to as the “Investors” and each individually referred to as an “Investor”).
WHEREAS the Investors wish to amend the Stockholders Agreement while leaving its remaining terms and conditions in full force and effect;
NOW THEREFORE the Investors, through their authorized representatives, hereby agree to amend the Stockholders Agreement as follows:
1. Except as specifically modified by this Amendment, the terms and conditions of the Stockholders Agreement shall remain in full force and effect. In the event of any inconsistency between the terms of this Amendment and the terms of the Stockholders Agreement, the terms of this Amendment shall control.
2. The parties hereby agree to amend the list of securities of Attunity Ltd. itemized in Appendix A to include the following additional securities as paragraph 3:
| “In addition, the Investors have purchased 261,842 warrants with an exercise price of $2.75, expiring January 23, 2008, from WPG Select Technology Fund, L.P., WPG Select Technology QP Fund, L.P., WPG Select Technology Overseas, L.P., and WPG Software Fund, L.P. for $52,368.40. (the “WPG Warrants”)" |
3. The parties hereby agree to amend the list of securities of Attunity Ltd. itemized in Appendix B to include a description of the distribution of the WPG Warrants as follows:
| Name of Purchaser |
Warrants |
Purchase Price | ||||||
|---|---|---|---|---|---|---|---|---|
| 1. Xxxxxx Xxxx | 48,179 | $ | 9,635.80 | |||||
| 2. Xxxxxx Xxxxxxxxx | 48,179 | $ | 9,635.80 | |||||
| 3. Xxxxxx Xxxxxxxx-Xxxx | 24,089 | $ | 4,817.80 | |||||
| 4. Xxxxxxx Xxxxxxxx | 12,045 | $ | 2,409.00 | |||||
| 5. Xxxxx Xxxxxxxx | 12,045 | $ | 2,409.00 | |||||
| 6. GF Capital Management & Advisors LLC | 28,907 | $ | 5,781.40 | |||||
| 7. Xxxxx Xxxxxx | 19,272 | $ | 3,854.40 | |||||
| 8. Barossa Finance Ltd. | 48,179 | $ | 9,635.80 | |||||
| 9. Xxx Xxxxxx | 20,947 | $ | 4,189.40 | |||||
| Total | 261,842 | $ | 52,368.40 | |||||
4. The Investors hereby agree to replace Section 3(b) of the Stockholders Agreement in its entirity with the following sentence:
| “(b) Allocation of Exercise Price. In the event Messrs. Xxxxxxxxx, Xxxxxx and Alon, in any combination of two signatures thereof, exercise the Investors’ option to purchase the Convertible Debentures or exercise all or a portion of the Series A and/or series B Warrants and/or WPG Warrants described in Appendix A, then each Investor shall contribute a pro rata portion of the exercise price corresponding to his/its investment interest itemized in Appendix B hereto.” |
5. This Amendment, and the Stockholders Agreement constitute the entire agreement and understanding between the Investors, and supersede any prior written or oral agreements. Any modifications to this Amendment or the Stockholders Agreement must be in writing and signed by authorized representatives of the Investors.
IN WITNESS WHEREOF, the Investors hereto have caused this Amendment to the Stockholders Agreement to be executed on the _ of March, 2006, by their duly authorized representatives.
| ________________________ | _____________________ | |
| Xxxxxx Xxxx | Xxxxxx Xxxxxxxx-Xxxxx | |
| ________________________ | _____________________ | |
| Xxx Xxxxxxxxx | Xxxxx Xxxxxxxx | |
| __________________________________ | _____________________ | |
| GF Capital Management and Advisors LLC | Xxxxxxx Xxxxxxxx | |
| _________________________ | _____________________ | |
| Xxxxx Xxxxxx | Xxx Xxxxxx | |
| __________________________ | ||
| Barrossa Finance Ltd. |
