EXHIBIT 10.6
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XXXX TECHNOLOGY, INC.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into as of January 1, 1993, by
and among DSP GROUP, INC., a California corporation ("DSPG"), SCITEX
CORPORATION, LTD., an Israeli public company ("SCITEX") (SCITEX and DSPG are
sometimes referred to herein individually as an "Investor" and collectively as
the "Investors"), and XXXX TECHNOLOGY, INC., a California corporation ("XXXX").
RECITALS
X. XXXX desires to raise money and obtain access to certain
technology through the sale of its stock to the Investors.
B. The Investors desire to purchase stock from XXXX, and XXXX
desires to sell stock to the Investors, on the terms and conditions hereinafter
set forth.
AGREEMENT
1. AUTHORIZATION AND SALE OF SECURITIES.
a. AUTHORIZATION. XXXX will authorize on, or before, the
Closing Date the sale and issuance of (i) up to six million (6,000,000) shares
of its Series A Preferred Stock (hereinafter the "Series A Preferred Stock"),
having the rights, preferences and privileges set forth in the Articles of
Incorporation in the form attached as Exhibit A to the Preincorporation
Agreement by and between SCITEX and DSPG (the "Preincorporation Agreement");
(ii) up to two thousand (2,000) shares of its common stock (hereinafter the
"Common Stock"); and (iii) a warrant to purchase up to one million (1,000,000)
shares of its Series A Preferred Stock in the form of Exhibit G attached to the
Preincorporation Agreement (the "Warrant") (the Series A Preferred Stock, the
Common Stock and the Warrant are herein collectively referred to as the
"Securities").
b. SALE OF SERIES A PREFERRED STOCK. Subject to the
terms and conditions hereof, XXXX will issue and sell to each Investor, and each
Investor shall purchase from XXXX, two million (2,000,000) shares of Series A
Preferred Stock for a per-share purchase price of One Dollar ($1.00). As
consideration for the purchase of the Series A Preferred Stock (i) SCITEX shall
pay Two Million Dollars ($2,000,000) to XXXX by cashier's check or wire
transfer; and (ii) DSPG shall transfer to XXXX certain technologies under the
terms of the Technology Transfer Agreement in the form of Exhibit C attached to
the Preincorporation Agreement (the "Technology Transfer Agreement"), and DSPG
shall license certain technologies to XXXX under the terms and conditions of
that certain Non-Exclusive License Agreement in the form of Exhibit F attached
to the Preincorporation Agreement (the
"Non-Exclusive License Agreement").
c. SALE OF COMMON STOCK. Subject to the terms and
conditions hereof, XXXX will issue and sell to each Investor one thousand
(1,000) shares of Common Stock for a per-share purchase price of Ten Cents
($0.10). As consideration for the purchase of the Common Stock (i) SCITEX shall
pay One Hundred Dollars ($100.00) to XXXX; and (ii) DSPG shall transfer to XXXX
certain technologies under the terms of the Technology Transfer Agreement, and
DSPG shall license certain technologies to XXXX under the terms and conditions
of the Non-Exclusive License Agreement.
d. SALE OF WARRANT. Subject to the terms and conditions
hereof, XXXX will issue and sell to DSPG the Warrant to purchase up to one
million (1,000,000) shares of Series A Preferred Stock. As consideration for the
purchase of the Warrant, DSPG shall transfer to XXXX certain technologies under
the terms of the Technology Transfer Agreement, and DSPG shall license certain
technologies to XXXX under the terms and conditions of the Non-Exclusive License
Agreement.
2. ISSUANCE AND PAYMENT.
a. CLOSING. Subject to the terms and conditions hereof,
the closing of the purchase and sale of the Securities (hereinafter the
"Closing") shall be held at the law offices of Goldfarb, Levy, Xxxxxxx, Xxxx &
Co., Xxxxxx Xxxxx, 00XX Xxxxxx, Xxx Xxxx, 00000, Xxxxxx, on, or about December
31, 1992, or at such other time and place upon which XXXX and the Investors
shall agree (the date of the Closing is hereinafter referred to as the "Closing
Date").
b. DELIVERY. At the Closing, XXXX will deliver to the
Investors their respective Securities, registered in their names, against
payment of the purchase price therefor.
3. SCITEX ADDITIONAL CONTRIBUTION OBLIGATION. SCITEX agrees to
contribute an additional One Million Dollars ($1,000,000) to XXXX (the "SCITEX
Additional Contribution Obligation") within twelve (12) months after the Closing
Date for an additional purchase of one million (1,000,000) shares of Series A
Preferred Stock if XXXX has received from an independent third party (other than
by way of equity investment), other than the Israeli Chief Scientist, at least
Five Hundred Thousand Dollars ($500,000) for development of technology or
products ("NRE Receipts"). If XXXX fails to receive the Five Hundred Thousand
Dollars ($500,000) in NRE Receipts within twelve (12) months after the Closing
Date, SCITEX or XXXX may extend by written request, the SCITEX Additional
Contribution Obligation deadline from twelve (12) months to fifteen (15) months.
If within the applicable time period, XXXX does not have NRE Receipts of at
least Five Hundred Thousand Dollars ($500,000), then (a) SCITEX shall not
obligate to make the SCITEX Additional Contribution Obligation; (b) DSPG shall
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not be obligated in any manner to transfer any additional technology to XXXX,
including any modifications, improvements, enhancements or debugging
("Improvements") to any technology already transferred to XXXX; and (c) either
party may trigger Quick Liquidation as such term is defined in the
Preincorporation Agreement. If SCITEX is obligated to make the SCITEX Additional
Contribution Obligation, but fails to timely meet that obligation then DSPG
shall not be obligated in any manner to transfer any additional technology to
XXXX, including any Improvements.
4. XXXX'X REPRESENTATIONS AND WARRANTIES. XXXX hereby represents
and warrants effective as of the Closing as follows:
a. CORPORATE ORGANIZATION AND STANDING. XXXX is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California. XXXX has the requisite corporate power to carry on
its business as presently conducted, and as proposed or contemplated to be
conducted in the future, and to enter into and carry out the provisions of this
Agreement and the transactions contemplated hereby. XXXX is not presently
qualified to do business as a foreign corporation in any jurisdiction where the
failure to be so qualified would materially and adversely affect XXXX'x
business.
b. SUBSIDIARIES. XXXX has no subsidiaries or affiliated
companies and does not otherwise own or control, directly or indirectly, any
equity interest in any corporation, association or business entity, except for
its to-be-formed Israeli subsidiary.
c. CORPORATE CAPITALIZATION.
i. Immediately prior to the Closing, XXXX'x
authorized capital stock shall include only two authorized classes of capital
stock consisting of eight million (8,000,000) shares of Preferred Stock, seven
million five hundred thousand (7,500,000) shares of which shall be designated as
Series A Preferred Stock, and twenty million (20,000,000) shares of a sole class
of Common Stock.
ii. Except as contemplated or set forth in this
Agreement, or in the Preincorporation Agreement, as of the Closing, there are no
outstanding preemptive or other rights, options, warrants, conversion rights or
agreements for the purchase or acquisition from XXXX of any shares of its
capital stock.
iii. As of the date hereof, XXXX does not have
any declared and unpaid dividends (whether payable in cash, securities or other
consideration).
d. AUTHORIZATION. All corporate action on the part of
XXXX, its directors and shareholders necessary for the authorization, execution,
delivery and performance of this Agreement by XXXX, the authorization, sale,
issuance and delivery of
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the Securities and the performance of all of XXXX'x obligations hereunder has
been taken or will be taken prior to the Closing. This Agreement, when executed
and delivered by XXXX, shall constitute a valid and binding obligation of XXXX,
enforceable in accordance with its terms, except as may be limited by principles
of public policy, and subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies. The
Securities, when issued in compliance with the provisions of this Agreement,
will be validly issued, will be fully paid and nonassessable, and will have the
rights, preferences and privileges described in the Articles of Incorporation;
and the Securities will be free of any liens or encumbrances, other than any
liens or encumbrances created by or imposed upon the Securities hereunder, and
by the Voting Trust Agreement set forth in Exhibit M to the Preincorporation
Agreement; provided, however, that the Securities may be subject to restrictions
on transfer under state and/or federal securities laws.
e. MATERIAL LIABILITIES. Neither XXXX nor its subsidiary
has any material liabilities or obligations, absolute or contingent
(individually or in the aggregate).
f. LITIGATION. There are no actions, proceedings or, to
XXXX'x best knowledge, investigations pending, or any threat thereof, against or
affecting XXXX which, either individually or in the aggregate, might result in
any material adverse change in the business, prospects, condition, affairs or
operations of XXXX or in any of its properties or assets, or in any material
impairment of the right or ability of XXXX to carry on its business as proposed
to be conducted, and none which questions the validity of this Agreement or any
action taken or to be taken in connection herewith.
g. GOVERNMENTAL CONSENTS. To XXXX'x knowledge, no
consent, approval, order, authorization or registration, qualifications,
designation, license, declarations or filings with any Federal or state
governmental authority is required on the part of XXXX in connection with the
consummation of the transactions contemplated herein, except for securities law
filings, and the IITSSA filing set forth in Section 5.h (below).
h. REGISTRATION RIGHTS. Except as provided hereunder,
XXXX is not a party to any "registration rights agreement" or any similar
agreement pursuant to which any person would have the right to cause, under any
circumstances, the registration of securities under the Securities Act of 1933,
as amended (the "Securities Act").
i. DISCLOSURE. No representation or warranty by XXXX in
this Agreement, or in any statement or certificate furnished or to be furnished
to the Investors pursuant hereto or in connection
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with the transactions contemplated hereby contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.
j. SURVIVAL OF REPRESENTATIONS. All representations made
by XXXX in or under this Agreement shall be true and accurate as of the Closing.
5. INVESTORS' REPRESENTATIONS AND WARRANTIES. Each of the
Investors represents and warrants to XXXX that:
a. INVESTMENT. The Investor is acquiring the Securities
for investment for its own account, and not with a view to, or resale in
connection with, any distribution thereof, and it has no present intention of
selling or distributing any such Securities. It understands that the Securities
has not been registered under the Securities Act by reason of a specific
exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the investment as expressed
herein.
b. RULE 144. The Investor acknowledges that because the
Securities has not been registered under the Securities Act, the Securities must
be held indefinitely unless subsequently registered under the Securities Act or
an exemption from such registration is available. It is aware of the provisions
of Rule 144 promulgated under the Securities Act which permits limited resale of
securities purchased in a private placement under certain circumstances.
c. NO PUBLIC MARKET. The Investor understands that no
public market now exists for any stock issued by XXXX, and that it is uncertain
whether a public market will ever exist for any such securities.
d. ACCESS TO DATA. The Investor has had an opportunity
to discuss XXXX'x business, management and financial affairs with its
management, and to obtain any additional information given to it necessary or
appropriate for deciding whether or not to purchase the Securities. The Investor
acknowledges that no representations or warranties have been made by XXXX, or
any agent thereof, except as set forth in this Agreement.
e. INVESTMENT EXPERIENCE. The Investor is an "accredited
investor" as that term is defined in Regulation D promulgated by the Securities
and Exchange Commission.
f. PREVIOUS INVESTMENTS. The Investor has previously
invested in securities of companies in the development stage and acknowledges
that it is able to fend for itself, can bear the economic risk of its investment
and has such knowledge and
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experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment contemplated herein.
g. RISKS. The Investor understands that an investment in
XXXX involves a high degree of risk and is suitable only for investors who can
afford a loss of their entire investment and who have no need for liquidity from
their investment.
h. IITSSA COMPLIANCE. The Investor shall provide to XXXX
all such information as is necessary to complete the forms required to be filed
by XXXX with the U.S. Department of Commerce, Bureau of Economic Analysis, under
the International Investment and Trade in Services Survey Act, as amended, and
regulations issued thereunder.
i. GOVERNMENTAL CONSENTS. To the Investor's knowledge,
except as set forth in this Agreement, no consent, approval, order,
authorization or registration, qualifications, designation, license,
declarations or filings with any governmental authority is required on the part
of the Investor in connection with the consummation of the transactions
contemplated herein.
6. RESTRICTIVE LEGENDS. Each certificate or other written
documentation representing any of the Securities which the Investor is
purchasing or may purchase hereunder and any other securities issued upon any
stock split, stock dividend, recapitalization, merger, consolidation or similar
event (unless no longer required in the opinion of the counsel for XXXX) shall
be stamped or otherwise imprinted with a legend substantially in the following
form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED
UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER
RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES
SATISFACTORY TO XXXX, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE
LAW.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VARIOUS
RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK PURCHASE AGREEMENT
ENTERED BY THE PURCHASER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE."
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XXXX shall be entitled to enter stop transfer notices on its stock
books with respect to the Securities.
7. PREEMPTIVE RIGHTS. XXXX shall not issue, sell, or enter into
any agreement(s) or commitment(s) pursuant to which it becomes obligated to
issue, any securities other than the Securities described herein, and any
issuances under any XXXX plan for issuances of equities to XXXX'x employees,
consultants or Directors ("Permitted Issuances"), unless XXXX shall first offer
to sell to each of the Investors, on the same terms and conditions and at the
same price, an amount of such securities proposed to be offered by XXXX, pro
rata to the Investors' proportionate ownership of XXXX'x Series A Preferred
Stock on a fully-diluted basis. Each Investor shall have the right, subject to
the terms of this Section, to purchase up to its pro rata interest of the
securities, excluding Permitted Issuances, proposed to be offered by XXXX. Such
offer shall remain outstanding for ten (10) days from the date of receipt of
written notice from XXXX and shall be exercised by the Investor by serving
written notice on XXXX within such ten (10) day period. XXXX shall, within
fifteen (15) days (the "Notice Period") from the end of such ten (10) day
period, deliver written notice to all Investors who have elected to exercise
their preemptive rights of any Investor not exercising its preemptive rights in
full. Each Investor entitled to such a notice shall have a right of
overallotment such that by giving written notice to XXXX within ten (10) days
from the end of the Notice Period, it may purchase that number of securities for
which preemptive rights were not exercised, pro rata based upon the number of
shares of XXXX'x capital stock on a fully diluted basis held by all of the
Investors seeking to exercise their overallotment rights; provided, however,
that any Investor desiring to purchase its allocable share of the proposed new
issuance must exercise in full its overallotment provisions or be prohibited
from purchasing any of the new issuance.
8. RIGHT OF FIRST REFUSAL. If an Investor desires to sell any or
all of such Investor's Securities pursuant to a bona fide third-party offer,
such Investor (the "Seller") may not sell such Securities except pursuant to the
provisions of this Section 8 as follows:
a. INVESTOR'S RIGHT. Seller shall deliver written notice
to the remaining Investors of Seller's intention to transfer (the
"Offer") all, or a portion, of its Securities ("Transferred
Securities"). The Offer shall name the proposed transferee, the price
per share, the total purchase price for all such Transferred Securities
and the other terms and conditions of such purchase. At the Investor's
request, Seller shall also provide reasonable proof of the existence of
the bona fide offer to purchase its Securities, including a copy of
such offer from the proposed third-party transferee. The Investor, or
its nominee, shall, for a period of thirty (30) days following the date
the Offer is
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given, have the right (the "Investor's Right") to purchase all, but not
less than all, of the Securities proposed to be transferred at the same
price and on the same terms and conditions set forth in the Offer. The
Investor shall exercise the Investor's Right by delivering written
notice to the Seller of its election to purchase all of such
Transferred Securities.
x. XXXX'X RIGHT. If the Investors do not elect to
purchase all of the Transferred Securities which Seller proposes to
transfer, the Seller shall, within seven (7) days after the expiration
of the Investor's Right, deliver the Offer to the President of XXXX.
XXXX shall, for a period of thirty (30) days after the delivery to it
of the Offer, have the right ("XXXX'x Right") to elect to purchase the
Transferred Securities specified in the Offer at the same price and on
the same terms and conditions set forth in the Offer by delivering
written notice of election to the Seller.
c. RIGHTS NOT EXERCISED. If the Investors and XXXX do
not elect to purchase all of the Transferred Securities specified in
the Offer, Seller may, not later than thirty (30) days after the
expiration of XXXX'x Right, sell all of the Transferred Securities to
the proposed transferee at the purchase price and on the other terms
and conditions set forth in the Offer; provided, however, that (i) such
third-party purchaser shall, prior to the transfer of such Transferred
Securities, agree in writing that the transferee shall receive and hold
the Transferred Securities subject to all the provisions and
restrictions of this Agreement and shall be deemed to be an Investor
under this Agreement; and (ii) if a non-selling Investor, in its sole
judgment (to be reasonably applied), believes that the proposed
transferee would not make a good strategic alliance with the
non-selling Investor, then the non-selling Investor shall have the
right to prohibit such sale. If the Seller desires to challenge such
prohibition, it may still sell to the proposed transferee, provided the
proposed transferee purchases all, or, if the non-selling Investor
desires, a lesser portion, of the non-selling Investor's Securities on
the same terms and conditions as set forth in the Offer. Any proposed
modification of the number of Transferred Securities, or purchase price
for the Transferred Securities, or any agreement to transfer such
Transferred Securities after the expiration of such thirty (30) day
period shall require delivery of a new Offer to the Investors and shall
give rise to the rights provided in this Section.
9. BOARD SEATS. DSPG and SCITEX agree that (i) DSPG and SCITEX
shall each elect two (2) Directors, (ii) the Directors so elected shall fill the
vacancy with the criterion that the fifth (5th) Director so elected be the
President of XXXX, and (iii) no matter how many shares of Series A Preferred
Stock or Common Stock
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are held by either DSPG or SCITEX, neither shall be able to elect more than
fifty percent (50%) of the members of the Board; provided that they each own an
equal amount of XXXX shares.
10. REGISTRATION RIGHTS. At any time after three (3) years from
the Closing Date, or eighteen (18) months after XXXX'x initial public offering,
whichever is earlier, Investors holding at least twenty percent (20%) of the
Common Stock issuable upon conversion of all the Series A Preferred Stock may
request registration by XXXX of their shares, if the anticipated aggregate gross
cash proceeds would exceed Ten Million Dollars ($10,000,000). In such event,
XXXX will use its best efforts to cause such shares to be registered. XXXX shall
only be obligated to effect two (2) registrations under these demand
registration rights provisions. Persons holding Series A Preferred Stock or
Common Stock issuable upon conversion of the Series A Preferred Stock, shall be
entitled to S-3 registration rights no more often than once per every eighteen
(18) month period on form S-3, if available for use by XXXX, for an aggregate
offering price of at least Five Hundred Thousand Dollars ($500,000) per
offering. Persons holding Series A Preferred Stock or Common Stock issuable upon
conversion of the Series A Preferred Stock shall be entitled to unlimited
"piggyback" registrations on a registration of XXXX'x equity, subject to a
prorata cutback with all those holding "piggyback" registration rights in the
underwriter's discretion and reasonable lock-ups as requested by underwriters.
The registration expenses (exclusive of underwriting discounts and commissions)
shall be borne by XXXX for all permitted registrations.
11. MISCELLANEOUS.
a. SURVIVAL. The representations, warranties, covenants
and agreements made herein shall survive the Closing of the transactions
contemplated hereby.
b. SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.
c. ENTIRE AGREEMENT. This Agreement, and the Exhibits
referenced herein, constitute the entire agreement and understanding between the
parties with respect to the subject matters herein and therein, and supersede
and replace any prior agreements and understandings, whether oral or written
between and among them with respect to such matters. The provisions of this
Agreement may be waived, altered, amended or repealed, in whole or in part, only
upon the written consent of all parties to this Agreement.
d. NOTICES. All notices, requests, demands, instructions
or other communications required or permitted to be given
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under this Agreement shall be in writing and shall be deemed to have been duly
given upon delivery, if delivered personally, or if given by prepaid telegram,
or mailed first-class, postage prepaid, registered or certified mail, return
receipt requested, shall be deemed to have been given ten (10) days after such
delivery, to the address set forth on the signature page below or twenty four
(24) hours after sending by facsimile to the number set forth on the signature
page below. Either party hereto may change the address to which such
communications are to be directed by giving written notice to the other party
hereto of such change in the manner above provided.
e. TITLES AND SUBTITLES. The titles of the Sections and
subsections of this Agreement are for the convenience of reference only and are
not to be considered in construing this Agreement.
f. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.
g. APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of California, applicable
to contracts between California residents entered into and to be performed
entirely within the State of California.
h. ARBITRATION. Any dispute between the parties arising
out of this Agreement shall be submitted to final and binding arbitration in the
City of San Xxxx, County of Santa Xxxxx, State of California, under the
Commercial Arbitration Rules of the American Arbitration Association then in
effect, upon written notification and demand of either party therefor. In the
event either party demands such arbitration, the American Arbitration
Association shall be requested to submit a list of prospective arbitrators
consisting of persons experienced in matters involving securities offerings. The
provisions of California Code of Civil Procedure Section 1283.05 and the laws of
the State of California are incorporated herein and shall be applicable to the
arbitration. In making the award, the arbitrator shall award recovery of costs
and expenses of the arbitration and reasonable attorneys' fees to the prevailing
party. Any award may be entered as a judgment in any court of competent
jurisdiction. Should judicial proceedings be commenced to enforce or carry out
this provision or any arbitration award, the prevailing party in such
proceedings shall be entitled to reasonable attorneys' fees and costs in
addition to other relief. Either party shall have the right, prior to receiving
an arbitration award, to obtain preliminary relief from a court of competent
jurisdiction to avoid injury or prejudice to that party.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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i. VENUE. Any action or proceeding arising directly or
indirectly from this Agreement shall be litigated in an appropriate state or
federal court in the County of Santa Xxxxx, State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year hereinabove first written.
DSP GROUP, INC. XXXX TECHNOLOGIES, INC.
0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Fax No: (000)000-0000 Fax No: (000)000-0000
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxxx Hod
------------------------------- ---------------------------
XXXXXX XXXX, President (Signature)
XXXXXX HOD, PRESIDENT
--------------------------------
(Print Name and Title)
SCITEX CORPORATION, LTD.
Xxxxxxxxxx Xxxx
Xxxxxxx X 00000 Xxxxxx
Fax No: 000-000-00-000-000
By: /s/ Shamir Yair /s/ Xxxx Xxxxxxxxx
------------------------------------------
(Signature)
Shamir Yair Xxxx Xxxxxxxxx
---------------------------------------------
(Print Name and Title)
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