ALADDIN KNOWLEDGE SYSTEMS LTD. 2,600,000 Shares Ordinary Shares (NIS 0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2005 • Aladdin Knowledge Systems LTD • Services-computer integrated systems design • New York
Aladdin Knowledge Systems Ltd., an Israeli corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative(s) (the “Representatives”), an aggregate of 2,600,000 ordinary shares (the “Firm Shares”), NIS 0.01 par value, of the Company (the “Ordinary Shares”). In addition, solely for the purpose of covering over-allotments, the persons named in Schedule B hereto (the “Selling Shareholders”) propose to grant to the Underwriters an option to purchase from the Selling Shareholders an additional 390,000 Ordinary Shares (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • June 30th, 2004 • Aladdin Knowledge Systems LTD • Services-computer integrated systems design
This Loan Agreement (the “Agreement”) is made as of the 29 day of April, 2004 by and between C-Signature Ltd. with an address at: Berkman, Wechsler, Sahar, Bloom & Co. Law Offices 1 Azrieli center Tel Aviv Israel (the “Company”) and Aladdin Knowledge Systems Ltd. With an Address at: 15 Beit Oved St., Tel Aviv, Israel (the “Lender”) (each of the Company and the Lender, a “Party”).
Indemnification AgreementIndemnification Agreement • June 30th, 2004 • Aladdin Knowledge Systems LTD • Services-computer integrated systems design
The total amount of indemnification for each case (including all matters connected therewith), shall not exceed an amount in US dollars or US dollar equivalents equal to $7,000,000 (in addition to any amounts paid under an insurance coverage).
