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.
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 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, Israel (the “Company”, and together with Parent, the “Group”), and Itay Meroz, I.D. no. 024606485 whose address is Hameri 60 Givatyim, Israel (the “Employee”), dated July 1, 2011.
Agreement By and among WhiteSmoke Inc. And Alfabetic (A.B) Technologies Ltd. And Mr. Oded Brosi Mr. Arie Kopelman And Kopelman Ltd. June 30th, 2009Preferred Stock Purchase Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
THIS AGREEMENT (this “Agreement”) is made as of this 30 day of June 2009 (the “Effective Date”) by and among the Seller, the Seller’s Shareholders, Kopelman Ltd. and the Buyer (as such terms are defined below)
PROMOTION AND DISTRIBUTION AGREEMENTPromotion and Distribution Agreement • November 8th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
This Promotion and Distribution Agreement including all exhibits (collectively referred to as the “Agreement”), effective as of 1 August 2011 (the “Effective Date”), is made by and between Whitesmoke Inc., with registered offices/principle place of business at 501 Silverside Road, Suite 105, Wilmington DE 19809, USA, (“Distributor”), and Google Inc whose principle place of business is at 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA (“Google”).
WHITESMOKE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 3rd, 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2011 • WhiteSmoke, Inc. • Services-prepackaged software • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of _________ ___, 2011, between WhiteSmoke, Inc., a Delaware corporation (the “Company”), and _____________ (collectively with such person’s heirs, executors, administrators and other personal representatives, the “Indemnitee”), an officer or director of the Company.
REGULATION S OFFERINGConvertible Loan Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software • Delaware
This Convertible Loan Agreement (this "Agreement") is ENTERED INTO as of the _ day of January, 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 Schedule A hereto (collectively, the "Investors", and each, an “Investor”).
FIRST AMENDMENT TO CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
This First Amendment (the "Amendment") to the Convertible Loan Agreement is made as of this ___ day of June, 2010, by and among (i) WhiteSmoke Inc., a Delaware corporation (the "Company") and (ii) the Preferred Shareholders detailed in Schedule A hereto (the "Participating Preferred Shareholders" and each a "Participating Preferred Shareholder").
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software • Delaware
This Convertible Loan Agreement (this "Agreement") is ENTERED INTO as of the 1 day of November, 2009, 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 Schedule A hereto (collectively, the "Participating Preferred Shareholders", and each, a "Participating Preferred Shareholder").
Amendment #1 To Distribution AgreementDistribution Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
This Amendment #1 (this "Amendment") is entered into by and among WhiteSmoke Inc., a Delaware Corporation (the “Corporation”) and Kreos Capital III Limited (“Lender”).
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software • Delaware
This Convertible Loan Agreement (this “Agreement”) is ENTERED INTO as of the ___ day of June, 2010, 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 Schedule A hereto (collectively, the “Participating Preferred Shareholders”, and each, a “Participating Preferred Shareholder”).
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”).
WHITESMOKE, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT DECEMBER ___, 2006Voting Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
This Investors’ Rights Agreement (the “Agreement”) is made as of the ____ day of December, 2006, by and among WhiteSmoke, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor”, and the holders of Series A Preferred Stock listed on Exhibit B hereto.
DEBENTURE - FLOATING CHARGE UNLIMITED IN AMOUNT BETWEEN WHITESMOKE LTD. as Company AND KREOS CAPITAL III LIMITED as Creditor DATED APRIL , 2008WhiteSmoke, Inc. • June 27th, 2011 • Services-prepackaged software
DISTRIBUTION AGREEMENTDistribution Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
THIS AGREEMENT (this “Agreement”) made as of the 30 day of November, 2009, by and among WhiteSmoke Inc., a Delaware Corporation (the “Corporation”) and Kreos Capital HI Limited (“Lender”).
AMENDED AND RESTATED WHITESMOKE, INC. INVESTORS’ RIGHTS AGREEMENT June 30, 2009Rights Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
David Thalheim Alex Hilman Holdings Ltd. Avenue International Corp. Partam Properties (1993) Ltd. Andrew Rosen Petty & Chris Conway Evolution Venture Capital Fund I (Israel) LP Evolution Venture Capital Fund I (Exempt) LP Oded Broshi Arie Kopelman
WHITESMOKE, INC. REGISTRATION RIGHTS AGREEMENT October 30, 2011Registration Rights Agreement • November 3rd, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made as of October 30, 2011 by and among WhiteSmoke, Inc., a Delaware corporation (the “Company”), and Evolution Venture Capital Fund I (Israel) LP (“EVCF Israel”) and Evolution Venture Capital Fund I (Exempt) LP (“EVCF Exempt”). Each of EVCF Israel and EVCF Exempt being a “Stockholder” and, collectively, the “Stockholders”)
AMENDMENT #2 Dated June 13, 2010 to:WhiteSmoke, Inc. • June 27th, 2011 • Services-prepackaged software
that certain AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO US$ 1,500,000 dated as of May 13, 2008, (the "Loan Agreement"), as amended on November 30, 2009 (the "First Loan Amendment") between Kreos Capital III Limited, a company with limited liability incorporated in Jersey under registered number 05981165 whose registered office is at 47 Esplanade, St Helier, Jersey (the “Lender”, which expression shall include its successors and assigns), and WhiteSmoke Israel Ltd., a company incorporated in Israel under registered number 513410910 whose registered office is at Kehilat Saloniki 11 Tel-Aviv 69513, Israel (“WhiteSmoke Ltd.”) and WhiteSmoke Inc., a Delaware corporation and the parent of WhiteSmoke Ltd., whose registered office is at 501 Silverside Road, Suite 105 Wilmington DE 19809, U.S.A (“WhiteSmoke Inc.” and together with WhiteSmoke Ltd., the “Borrower”, which expression shall include their respective successors and assigns).
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2011 • WhiteSmoke, Inc. • Services-prepackaged software
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of _____, _____, by and between WhiteSmoke Israel Ltd., having its offices at 11 Kehilat Saloniki St., Tel Aviv 69513, Israel (“Company”), and Asaf Hanukaev, an Israeli citizen, holder of ID no. 305838294, from Hadera, Israel (“Employee”) (each, a “Party” and collectively, “Parties”).
AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO US$ 1,500,000 Dated April __, 2008 betweenWhiteSmoke, Inc. • June 27th, 2011 • Services-prepackaged software • Tel-Aviv
Kreos Capital III Limited, a company with limited liability incorporated in Jersey under registered number 05981165 whose registered office is at 47 Esplanade, St Helier, Jersey (the “Lender”, which expression shall include its successors and assigns)
AMENDMENT (this "Amendment") Dated November 30,2009 to:WhiteSmoke, Inc. • June 27th, 2011 • Services-prepackaged software
that certain AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO US$ 1,500,000 dated as of May 13, 2008 (the "Loan Agreement") between Kreos Capital III Limited, a company with limited liability incorporated in Jersey under registered number 05981165 whose registered office is at 47 Esplanade, St Helier, Jersey (the "Lender", which expression shall include its successors and assigns), and WhiteSmoke Israel Ltd., a company incorporated in Israel under registered number 513410910 whose registered office is at Kehilat Saloniki 11 Tel-Aviv 69513, Israel ("WhiteSmoke Ltd.") and WhiteSmoke Inc., a Delaware corporation and the parent of WhiteSmoke Ltd, whose registered office is at 501 Silverside Road, Suite 105 Wilmington DE 19809, U.S.A. ("WhiteSmoke Inc." and together with WhiteSmoke Ltd, the "Borrower", which expression shall include their respective successors and assigns).
