0001193125-03-029051 Sample Contracts

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 5th, 2003 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware

This Share Purchase Agreement (hereinafter the “Agreement”) is made as of July 29, 2003, by and between Tecnomatix Technologies Ltd., a company incorporated under the laws of Israel (the “Company”) and SCP Private Equity Partners II, L.P., a Delaware limited partnership (“Purchaser”).

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STOCKHOLDER UNDERTAKING
Stockholder Undertaking • August 5th, 2003 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware

This Stockholder Undertaking (the “Undertaking”) dated as of July 29, 2003 is made and given by SCP Private Equity Partners II, L.P. (“Stockholder”) in favor of and for the benefit of Tecnomatix Technologies Ltd., a company incorporated in Israel (“Tecnomatix”).

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