VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") made and entered into as of the
___ day of March, 2000 by and between (1) the persons listed in Schedule I
hereto (the "Existing Shareholders"); and (2) Siemens Aktiengesellschaft (the
"New Shareholder", and together with the Existing Shareholders, collectively
referred to herein as the "Parties").
WHEREAS, the Existing Shareholders, RADVision Ltd. (the "Company") and
the New Shareholder have entered into a Share Purchase Agreement dated February
22, 2000 (the "Share Purchase Agreement"), under which the New Shareholder is
acquiring ordinary shares of the Company, par value NIS 0.1 per share (the
"Ordinary Shares") from the Existing Shareholders and the Company; and
WHEREAS, pursuant to the terms of the Share Purchase Agreement, the
Parties have agreed to enter into an agreement with respect to the voting of the
Ordinary Shares held by each of the Parties.
NOW, THEREFORE, the Parties agree as follows:
1. INTERPRETATION
1.1. The recitals to this Agreement constitute an integral part hereof.
1.2. In this Agreement, all capitalized terms which are not defined herein
shall have the meaning ascribed to such terms in the Share Purchase
Agreement.
2. TERM
Subject to Section 4 hereof, the initial term of this Agreement shall
be for three years from the Closing Date, and thereafter shall be automatically
extended for two successive additional one year periods, unless terminated by
any of the Parties upon written notice to the other Parties given at least sixty
(60) days prior to the expiration date of the then current term.
3. AGREEMENT TO VOTE FOR DIRECTORS
3.1 Each of the Parties hereby agrees to vote, either in person or by its
nominee or proxy, all Ordinary Shares beneficially owned, directly or
indirectly, by such Party on the date hereof or hereafter acquired, at a
regular or special meeting of the Company's shareholders (or by written
consent) at which the directors ("Directors") of the Company's board of
directors (the "Board") are to be elected, in favor of a slate of Directors
consisting of: (i) one nominee of the New Shareholder to the Board, and
(ii) as many other representatives that such Selling Shareholders shall
unanimously
indicate (but in no event less than the number and identity of
representatives as they have immediately prior to the IPO).
The Parties further agree to cause the existing Board, and future Boards,
to nominate for election such persons in any proxy statement and written
ballot sent to the shareholders of the Company in connection with such
election or meeting.
3.2 At least three days in advance of each regular or special meeting of the
Company's shareholders at which the Directors of the Board are to be
elected, the Parties entitled to select nominees to the Board will notify
the other Parties of the identity of the nominee(s) to be elected to the
Board in accordance with Section 3.1 above.
3.3 Upon the Closing, the nominee of the New Shareholder shall be appointed as
a Director to the Board in accordance with Article 88 of the Company's
Articles of Association, or by the convention of a regular or special
meeting.
4. TERMINATION OF DIRECTORSHIP
In the event that all Directors, except for one Director, decide in good faith
and believing it to be in the best interests of the Company and can substantiate
their decision by reasonable proof that the continuing presence of any Director
appointed by a Party pursuant to Section 3 hereof as a Director of the Board may
damage the business prospects of the Company, then (i) the right of such Party
to appoint a Director under this Agreement shall immediately terminate and such
Board Member shall immediately resign from the Board, (ii) the other Parties
shall be released from any obligation to vote their Ordinary Shares in favor of
such Party's nominee, and such Party shall be released from its obligations to
vote as well and (iii) the Parties shall take all actions necessary, including,
without limitation, convening a meeting of shareholders, to effect the removal
of such Director from the Board.
5. TRANSFER AND PLEDGE OF ORDINARY SHARES
5.1 Ordinary Shares of a Party to this Agreement transferred to an
Affiliate or to another Party to this Agreement shall continue to be bound by
this Agreement.
For purposes of this Agreement, an "Affiliate" shall mean a 'relative'
(as such term is defined in the Companies Law-1999) and/or any entity in which a
Party hereto, or a 'relative' of a Party hereto, holds an equity interest.
5.2 Any pledge, mortgage, hypothecation, encumbrance and the like
(collectively referred as the "Pledge") of the Ordinary Shares owned by the
Parties hereto shall be subject to: (i) the inclusion of the provisions of this
Agreement in the Pledge documents; and (ii) the written commitment of the
Pledgee to be bound by, and comply with, the provisions of this Agreement,
including the commitment of the Pledgee to bind any transferees to such a
commitment should it exercise the Pledge.
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6. REMEDIES
The Parties acknowledge that time is of the essence under this
Agreement for the performance of the acts contemplated hereunder and that this
Agreement, and each provision contained herein, is subject to specific
performance by any court of competent jurisdiction.
7. NOTICES
All notices or other communications required or permitted hereunder
shall be in writing (except as otherwise provided herein) and shall be deemed
duly given when received by delivery in person, by facsimile, telex or telegram
or by an overnight courier service addressed to the address of the respective
Party set forth opposite the name of such Party on Schedule I hereto.
8. SUCCESSORS
The terms and conditions of this Agreement shall inure to the benefit
and be binding upon the respective successors of the Parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the Parties or their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
9. GOVERNING LAW AND ARBITRATION
9.1 This Agreement is subject to and shall be interpreted in accordance
with, the laws of the State of Israel.
9.2 Without derogating from that stated in section 6 above, the Parties
hereto agree that the Arbitration provision of the Share Purchase Agreement
shall be binding upon them with respect to this Agreement and any and all issues
and disputes arising hereunder.
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IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the
date first above-mentioned.
Siemens Aktiengesellschaft Xxxx Xxxx
By:_______________________ __________________________
Name:
Title:
Xxxxxx Xxxxxxx Xxxxx Xxxxxxx
_________________________ __________________________
Plonit Achzakot Ltd. Nichsei Almonit Ltd.
By:_______________________ By:_______________________
Name: Name:
Title: Title:
Xxxxxxx and Klil Holdings (93) Ltd. Evergreen Canada Israel Management Ltd.
By:_______________________ By:_______________________
Name: Name:
Title: Title:
Lomsha Ltd. Periscope I Fund, Israeli Partnership
By:_______________________ By:_______________________
Name: Name:
Title: Title:
RAD Data Communications Ltd. Periscope I Fund, LP
By:_______________________ By:_______________________
Name: Name:
Title: Title:
Clal Venture Capital Fund LP IJT Technologies Ltd.
By:_______________________ By:_______________________
Name: Name:
Title: Title:
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SCHEDULE I
PARTY ADDRESS
Xxxxxx Xxxxxxx Atidim Technllogical Park, Building No. 4,
Tel-Aviv
Xxxxx Xxxxxxx 00, Xxxxxxxxxxx Xxxxxx, Xxx-Xxxx
Xxxxxxx and Klil Holdings (93) Ltd. 00, Xxxxxxxxxxx Xxxxxx, Xxx-Xxxx
Lomsha Ltd. 00, Xxxxxxxxxxx Xxxxxx, Xxx-Xxxx
RAD Data Communications Ltd. 00, Xxxxxxxxxxx Xxxxxx, Xxx-Xxxx
Xxxx Xxxx Xxxxxx Xxxxx 9/3, Tel-Aviv
Plonit Achzakot Ltd. Xxxxxx Xxxxx 9/3, Tel-Aviv
Nichsei Almonit Ltd. Xxxxxx Xxxxx 9/3, Tel-Aviv
Clal Venture Capital Fund LP Atidim Xxxxxxxxxxxxx Xxxx, Xxxxxxxx Xx. 0,
Xxx-Xxxx
Xxxxxxxxx Xxxxxx Israel Management Ltd. 00 Xxxxxxxxxx Xxxx.
Xxx-Xxxx 00000
Periscope I Fund, Israeli Partnership 00 Xxxxxxxxxx Xxxx.
Xxx-Xxxx 00000
Periscope I Fund, LP 00 Xxxxxxxxxx Xxxx.
Xxx-Xxxx 00000
IJT Technologies Ltd. 00 Xxxxxxxxxx Xxxx.
Xxx-Xxxx 00000
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