VOLTAIRE LTD. ___Ordinary Shares Underwriting AgreementUnderwriting Agreement • July 10th, 2007 • Voltaire Ltd. • New York
Voltaire Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] ordinary shares, nominal value NIS 0.01 per share, of the Company and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose severally to sell to the Underwriters an aggregate of [ ] ordinary shares of the Company. In addition, at the option of the Underwriters, the Company and the Selling Shareholders propose to sell to the several Underwriters up to an additional [ ] ordinary shares to cover over-allotments, if any. The aggregate of [ ] ordinary shares to be sold by
SHARE PURCHASE AGREEMENT between Voltaire Ltd. and BCF II Belgium Holding SPRL and Other Investors Dated: 28 April 2005Share Purchase Agreement • July 10th, 2007 • Voltaire Ltd.
WHEREAS The Investors wish to acquire shares in the Company, and the Company wishes to issue and sell to the Investors shares in the Company on the terms as set forth herein.
AMENDED AND RESTATED SHAREHOLDERS’ RIGHTS AGREEMENTShareholders’ Rights Agreement • July 10th, 2007 • Voltaire Ltd.
WHEREAS, the shareholders of the Company are parties to an amended and restated Shareholders’ Rights Agreement, dated February 1, 2007(the “Prior Agreement”); and
ContractBase Agreement • July 10th, 2007 • Voltaire Ltd. • Georgia
This Base Agreement (“Base Agreement”) dated as of October 15, 2004 (“Effective Date”), between International Business Machines Corporation (“Buyer”) and Voltaire, Inc. (“Supplier”), establishes the basis for a multinational procurement relationship under which Supplier will provide Buyer the Products and Services described in SOWs issued under this Base Agreement. Products and Services acquired by Buyer on or after the Effective Date will be covered by this Base Agreement. This Base Agreement will remain in effect until terminated.
PURCHASE AGREEMENTPurchase Agreement • July 10th, 2007 • Voltaire Ltd.
This Purchase Agreement (“Agreement”) is made and entered into effective as of October 7, 2005 (“Effective Date”) by and between Voltaire Ltd., an Israeli corporation, with its principal place of business at 9 Hamenofim Street, Herzeliya 46725, Israel (“Purchaser”), and Mellanox Technologies Ltd., an Israeli corporation, with its principal place of business at Hermon Building, Yokneam, Israel 20692 (“Mellanox”).
SHARE PURCHASE AGREEMENT between Voltaire Ltd. and BCF II Belgium Holding SPRL and Other Investors Dated: February 1, 2007Share Purchase Agreement • July 10th, 2007 • Voltaire Ltd.
The Investors wish to acquire shares in the Company, and the Company wishes to issue and sell to the Investors shares in the Company on the terms as set forth herein.
July 20, 2005 FIRST AMENDMENT TO OEM PRODUCT PURCHASE AGREEMENT PRO10804-100804 BY AND BETWEEN HEWLETT-PACKARD COMPANY AND VOLTAIRE INC.Oem Product Purchase Agreement • July 10th, 2007 • Voltaire Ltd.
This Amendment #1 (the “Amendment”) to the OEM Product Purchase Agreement (the “Agreement”) dated October 8, 2004, by and between Hewlett-Packard Company, and its Subsidiaries, divisions and affiliates (“HP”) and Voltaire Inc., (“Voltaire”) is made as of July 20, 2005, (the “Effective Date of the First Amendment”)
LETTER OF AGREEMENTLetter of Agreement • July 10th, 2007 • Voltaire Ltd.
This Letter of Agreement (“LOA”) is made and entered into as of this 12th day of October, 2004, between Voltaire LTD., an Israeli corporation having its principal place of business at 9 Hamenofim Herzeliva Pituach, Israel 46725, (“Customer”) and Sanmina-SCI Corporation and its wholly owned subsidiaries and affiliates, (collectively “Sanmina-SCI”), a Delaware corporation having its principal place of business at 2700 North First Street, San Jose, California 95134.
ContractStatement of Work • July 10th, 2007 • Voltaire Ltd. • New York
This Statement of Work (“SOW”) #4904RL1344 adopts and incorporates by reference the terms and conditions of Goods Agreement #4998RL1168 (“Base Agreement” or “BA”) between International Business Machines Corporation (“Buyer”) and Voltaire, Inc. (“Supplier”). This SOW is effective beginning on November 19, 2004 and will remain in effect until November 19, 2007. Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW, the Base Agreement and any applicable Work Authorizations (“WAs”). Any provisions of this SOW that by their nature extend beyond its termination or expiration will remain in effect until fulfilled, and apply to respective successors and assignees. This SOW is not a WA.
INDEMNIFICATION AND RELEASE AGREEMENTIndemnification Agreement • July 10th, 2007 • Voltaire Ltd.
It is in the best interest of Voltaire Ltd. (the “Company”) to retain and attract as directors and/or officers the most capable persons available and such persons are becoming increasingly reluctant to serve in companies unless they are provided with adequate protection through insurance and indemnification in connection with such service.
TECHNICAL SERVICES AGREEMENT Base AgreementTechnical Services Agreement • July 10th, 2007 • Voltaire Ltd. • New York
This Technical Services Agreement between Customer and International Business Machines Corporation (“IBM”), which consists of this Base Agreement, Attachment, and Statements of Work, shall be referred to as this “Agreement.” The term of this Agreement commences upon signature by both Parties and expires on December 31, 2010.
