UNDERWRITING AGREEMENT between WHITESMOKE, INC. and AEGIS CAPITAL CORP. as RepresentativeUnderwriting Agreement • October 20th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software • New York
The undersigned, WhiteSmoke, Inc., a company formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which you are acting as Representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the date set forth below, by and between WhiteSmoke Inc., a Delaware Corporation, with offices at 501 Silverside Road, Wilmington, Delaware 19809 ("Parent"), WhiteSmoke Israel Ltd., a wholly owned subsidiary of Parent, private company organized under the Laws of the State of Israel, whose principal office is located at 11 Kehilat Saloniki Street, Tel-Aviv (the "Company", and together with Parent, the "Group") and Liran Brenner, (I.D. no. 32085375 whose address is 39/3 Shmuel Tamir Street Ramat Aviv, Tel Aviv, Israel (the: “Employee”), dated July 1, 2011.
WHITESMOKE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 20th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of January __, 2011 by and among WhiteSmoke, Inc., a Delaware corporation (the “Company”), (i) the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor” and together the “Investors”, (ii) the holders of Series A Preferred Stock and the holders of Series A-1 Preferred Stock listed on Exhibit B hereto; (iii) the holders of Series B Preferred Stock and the holders of Series B-1 Preferred Stock listed on Exhibit C hereto; and (iv) the holders of Series C Preferred Stock listed on Exhibit D.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
THIS AMENDMENT (the “Amendment”) is entered into as of the date set forth below, by and among WhiteSmoke Inc., a Delaware Corporation ("Parent"), WhiteSmoke Israel Ltd., a wholly owned subsidiary of Parent, private company organized under the Laws of the State of Israel, whose principal office is located at 11 Kehilat Saloniki Street, Tel-Aviv (the "Company", and together with Parent, the "Group") and Hilla Ovil-Brenner, I.D. no. 32085375 whose address is 39/3 Shmuel Tamir Street Ramat Aviv, Tel Aviv, Israel (the “Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
THIS AMENDMENT (the “Amendment”) is entered into as of the date set forth below, by and among WhiteSmoke Inc., a Delaware Corporation ("Parent"), WhiteSmoke Israel Ltd., a wholly owned subsidiary of Parent, private company organized under the Laws of the State of Israel, whose principal office is located at 11 Kehilat Saloniki Street, Tel-Aviv (the "Company", and together with Parent, the "Group") and Itay Meroz, I.D. no. 024606485 whose address is [___________] Givatyim, Israel (the “Employee”).
LOAN AGREEMENTLoan Agreement • October 20th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software • Delaware
This Loan Agreement (this "Agreement") is ENTERED INTO as of the 11th day of October, 2011, by and among WhiteSmoke Inc., a company organized and existing under the laws of the state of Delaware (the "Company"), and the parties listed on Exhibit A hereto (collectively, the "Lenders", and each, a “Lender”).
