Memorandum of AgreementMemorandum of Agreement • December 27th, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
Made and executed as of November 18, 2005 by and between CYMI Private Equity II LLC. (“CYMI”) on the one part, and the group of shareholders listed below (the “Klier Group”), represented by Mr. Shimon Klier (“SK”), on the other part.
CYMI FINANCING, LLC 6450 Sand Lake Road Suite 200 Dayton, Ohio 45414 UNDERTAKING LETTERConvertible Loan Agreement • December 27th, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
In a commitment letter to Arel Communications and Software Ltd. (the “Company”), dated as of the date hereof, we agreed, subject to the terms and conditions contained therein, to provide the Company with a convertible loan (the “Loan”) for the purpose of funding a plan of arrangement under Israeli law in order to effect a proposed going private transaction (the “Plan”). We hereby undertake that, in the event of our providing the Company with the Loan, we shall not make a demand for payment of the Loan in cash until the date payment is made or provided for in full of the Company’s indebtedness as of the date hereof (the “Company Debt”) (such period, the “Forbearance Period”). The Company Debt consists of the indebtedness of the Company as of September 30, 2005 set forth on Schedule 1 attached hereto and any additional indebtedness incurred by the Company between September 30, 2005 and the date hereof (the “Additional Debt”). By signing in the space provided below, the Company hereby rep
CYMI FINANCING, LLC 6450 Sand Lake Road Suite 200 Dayton, Ohio 45414 COMMITMENT LETTERCommitment Letter • December 27th, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design
Arel Communications and Software Ltd. 22 Einstein Street Park Hamadah, Building 22 P.O.B. 4042, Kiryat Weizmann, Nes Ziona, 74140 Israel Attn: Danny Yelin, Chief Financial officer
