Exhibit 4.12
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the "Agreement") is made as of the 22nd day of
February 2000
BETWEEN:
(1) The persons whose names and addresses are set out in the first column
of Exhibit 1 (the "Selling Shareholders");
(2) Samsung Electro-Mechanics Xx.Xxx., a company organized under the laws
of the Republic of Korea, of 314 Maetan 3-Dong, Xxxxxx-Xx, Xxxxx,
Xxxxxxx-Xx, Xxxxx 000-000 Xxxxx and Samsung Venture Investment Corp., a
company organized under the laws of the Republic of Korea, of and 16th
Floor Samsung Xxxx Xxx Xxxx. 000-0, Xxxx Xxx-Xxxx, XxxxXxx-Xx, Xxxxx
135-080 (collectively referred to as the "Purchaser"); and
(3) RADVision Ltd. of Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx 00000, Xxxxxx (the
"Company" and collectively with the Selling Shareholders, the
"Sellers").
WHEREAS:
A. The Company has filed a registration statement with the U.S. Securities
and Exchange Commission for the purpose of an initial public offering
(the "IPO") of its ordinary shares, par value NIS 0.1 per share (the
"Ordinary Shares");
B. The Purchaser desires to purchase an aggregate of 1,000,000 Ordinary
Shares (the "Shares") from the Sellers according to the following
proportion: Samsung Electro-Mechanics Co., Four Hundred Thousand
(400,000) Shares and Samsung Venture Investment Corp Six Hundred
thousand (600,000) Shares. The purchase of the Shares shall be at a
price per share equal to the initial public offering price of the
Ordinary Shares, subject to the terms and conditions set forth herein;
and
C. The Selling Shareholders desire to sell to the Purchaser Seven Hundred
Seventy Four Thousand Nine Hundred and Forty Five (774,945) of the
Shares (the "Selling Shareholders' Shares") and the Company desires to
sell to the Purchaser Two Hundred Twenty Five Thousand and Fifty Five
(225,055) of the Shares (the "Company's Shares"), in each case subject
to the terms and conditions set forth herein.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definitions
1.1. In this Agreement and in the exhibits and schedules hereto,
unless the context otherwise requires, the following terms
shall bear the meanings set forth opposite them:
"Closing" The consummation of the
transactions contemplated by this
Agreement as provided in Section 6.
"Registration Statement" The Company's Registration
Statement on Form F-1 (File No.
333- ), as amended, initially
filed with the U.S. Securities and
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Exchange Commission on February __,
2000 attached hereto as Schedule
1.1.
2. Sale and Purchase of Shares
2.1. Subject to the terms and conditions of this Agreement, (i) the
Selling Shareholders agree to sell to the Purchaser, and the
Purchaser agrees to purchase from the Selling Shareholders,
the Selling Shareholders' Shares and (ii) the Company agrees
to sell to the Purchaser, and the Purchaser agrees to
purchasers agree to purchase from the Company, the Company's
Shares having the rights, preferences, privileges and
restrictions set forth in the form of amended Articles of
Association of the Company (the "New Articles") to be adopted
immediately prior to the closing of the IPO; provided, that,
notwithstanding anything herein to the contrary, the Sellers
shall not be obligated to sell the Shares to the Purchaser
unless the Purchaser purchases all 1,000,000 Shares. The
purchase and sale of the Shares is intended to be a private
placement and not a public offering or part of a public
offering. The Selling Shareholders and the number of Shares
sold is detailed in Schedule 2.1 attached hereto.
2.2. Each of the Selling Shareholders hereby waives, with respect
to the Shares to be sold to the Purchaser hereunder, any right
of first refusal, pre-emption or any other right which may be
conferred on it by the Articles of Association of the Company
in effect on the date hereof or by any agreement relating to
the Ordinary Shares.
2.3. The Selling Shareholders agree to assign to the Purchaser all
registration rights, including piggyback rights, if any, which
were attached to the Shares sold by them, prior to the
Effective Date.
2.4. The Purchaser respective Shares as noted above may change in
the event any Korean law governing the transaction under this
Agreement dictates so, provided that the aggregate number of
Shares purchased by the Purchaser is 1,000,000 Shares.
To the extent that any of the Selling Shareholder holds Shares as a
trustee for others, it shall be the responsibility each such Selling
Shareholder to procure all releases and/or waivers from all persons for
whom such Selling Shareholder hold such Shares in trust. The Selling
Shareholders will deliver at the Closing evidence of such release or
waiver in a form reasonably satisfactory to the Purchaser.
3. Closing
3.1. The purchase and sale of the Shares shall be held at the
Company's offices on Xxxxx Xxxxxxxxxx Street, Tel Aviv, on the
day of the closing of IPO or, if later, upon satisfaction or
waiver of each of the conditions set forth in Sections 4 and 5
(such date, the "Closing Date"), unless otherwise agreed to by
the Sellers and the Purchaser. However, the share certificates
issued by the American Stock Transfer and Trust Company shall
be delivered within 3 business days as of the Closing Date. At
the Closing, each of the Selling Shareholders shall deliver to
the Purchaser the number of the Selling Shareholders' Shares
set forth opposite their name on Exhibit 2.1 hereto and the
Company shall issue and deliver to the Purchaser the Company's
Shares, in each case against payment of the purchase price
therefor by wire transfer of immediately available funds to an
account specified by the Payment Agent prior to the Closing
Date as set forth in Section 3.2. The per share purchase price
for the Shares (the "Per Share Purchase Price") shall be equal
to the per share price paid by the public for the Company's
Ordinary Shares in the IPO, less any underwriting
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discounts and commissions; provided that in no event shall the
Per Share Purchase Price exceed U.S.$17.00.
3.2. The Sellers hereby appoint RAD Data Communications Ltd. (the
"Payment Agent") to receive the payment due by the Purchaser
to the Sellers hereunder. The Sellers confirm and acknowledge
that payments made by the Purchaser to the Payment Agent and
acknowledged as received by the Payment Agent shall constitute
good and sufficient receipt of such payments as if the
payments were made directly to the Sellers. Except as
specifically set forth in this Agreement, the Purchaser shall
have no responsibility for the allocation by the Payment Agent
among the Sellers of any sum paid by the Purchaser to the
Payment Agent.
4. Closing Conditions
4.1. The obligation of the Purchaser to purchase the Shares at the
Closing shall be subject to the satisfaction or waiver of the
following conditions precedent on or prior to the Closing
Date:
4.1.1. Reserved.
4.1.2. Reserved.
4.1.3. The execution and the delivery of this Agreement and
the consummation of the transactions contemplated
hereby shall have been approved by the following
regulatory authorities: (i) the Investment Center of
the Israeli Ministry of Industry and Trade and (ii)
the Office of the Chief Scientist of the Ministry of
Industry and Trade; (iii) the Finance Supervisory
Commission of Korea and (iv) the Ministry of Finance
and Economy of Korea.(provided the approval mentioned
in sub-sections (iii) and (iv) shall be obtained by
the Purchaser).
4.1.4. The Sellers shall have delivered to the Purchaser
share certificates representing the Shares (in the
amounts set out in Exhibit 2.1) and, with respect to
the Selling Shareholders' Shares, stock powers duly
executed by the registered holders in favor of the
Purchaser.
4.1.5. The representations and warranties made by the
Selling Shareholders in Section 5 hereof and the
Company in Section 6 hereof shall be true and correct
in all material respects on the date hereof and as of
the Closing Date with the same force and effect as if
they had been made on and as of such date.
4.1.6. The closing of the initial public offering of the
Company's Ordinary Shares shall have occurred.
4.2. The obligation of each of the Sellers and the Company to sell
the Shares to the Purchaser at the Closing shall be subject to
the satisfaction or waiver of the following conditions
precedent on or prior to the Closing Date:
4.2.1. Reserved
4.2.2. Reserved
4.2.3. The execution and the delivery of this Agreement and
the consummation of the transactions contemplated
hereby shall have been approved by the following
regulatory
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authorities: (i) the Investment Center of the Israeli
Ministry of Industry and Trade and (ii) the Office of
the Chief Scientist of the Ministry of Industry and
Trade; ; (iii) the Finance Supervisory Commission of
Korea and (iv) the Ministry of Finance and Economy of
Korea.(provided the approval mentioned in
sub-sections (iii) and (iv) shall be obtained by the
Purchaser).
4.2.4. The Purchaser shall have delivered to the Payment
Agent on behalf of the Sellers by wire transfer of
immediately available funds the aggregate purchase
price for the Shares.
4.2.5. The representations and warranties made by the
Purchaser in Section 7 hereof shall be true and
correct in all material respects on the date hereof
and as of the Closing Date with the same force and
effect as if they had been made on and as of such
date.
4.2.6. The closing of the initial public offering of the
Company's Ordinary Shares shall have occurred.
5. Representations and Warranties of the Company The Company hereby
represents and warrants to the Purchaser as follows:
5.1. Organization and Good Standing. The Company is a corporation
duly organized, validly existing and in good standing under
the laws of the State of Israel and has all requisite
corporate power and authority to carry on its business as now
conducted.
5.2. Authorization. All corporate action on the part of the Company
and its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement, the
performance of the obligations of the Company hereunder and
the authorization, issuance and delivery of the Company's
Shares has been taken or will be taken prior to the Closing.
5.3. Binding Effect. This Agreement constitutes a valid and binding
agreement of the Company, enforceable against the Company in
accordance with its terms.
5.4. No Conflicts. The execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby and
the compliance with the terms and provisions hereof will not
conflict with, result in a breach or violation of, or
constitute a default under (i) the Company's Memorandum of
Association and the New Articles or (ii) any contract or
agreement to which the Company is a party, except in the case
of clause (ii) for such conflict, breach, violation or default
which would not have a material adverse effect on the
Company's business, financial condition or results of
operations.
5.5. Company's Shares. The Company's Shares, when issued, sold and
delivered in accordance with the terms hereof for the
consideration expressed, will be duly and validly issued,
fully paid and nonassessable.
5.6. Exemption from Registration. Assuming the accuracy of the
Purchaser's representations set forth in Section 7 hereof, the
offer, sale and issuance of the Company's Shares to the
Purchaser on the Closing Date as contemplated by this
Agreement are exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act").
5.7. Disclosure. On the Closing Date, the Registration Statement
will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements
therein (in light of the circumstances under which they were
made) not misleading.
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6. Representations and Warranties of the Selling Shareholders Each of the
Selling Shareholders hereby represents and warrants to the Purchaser as
follows:
6.1. Organization and Good Standing. Such Seller is a corporation,
limited partnership or limited liability company, as
applicable, duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization.
6.2. Authorization. All corporate action on the part of such
Seller, and its officers, directors and shareholders necessary
for the authorization, execution and delivery of this
Agreement, the performance of all obligations of such Seller
hereunder, and the transfer and delivery of such Selling
Shareholders' Selling Shareholders' Shares has been taken or
will be taken prior to the Closing.
6.3. Binding Effect. This Agreement constitutes a valid and binding
agreement of such Selling Shareholder, enforceable against
such Selling Shareholder in accordance with its terms.
6.4. No Conflicts. The execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby and
the compliance with the terms and provisions hereof will not
conflict with, result in a breach or violation of, or
constitute a default under (i) such Selling Sharholders'
organizational documents or (ii) any contract or agreement to
which such Selling Shareholder is a party, except in the case
of clause (ii) for such conflict, breach, violation or default
which would not have a material adverse effect on such Selling
Shareholders' business, financial condition or results of
operations.
6.5. Registration Statement. Such Selling Shareholder is familiar
with the Registration Statement and has no knowledge of any
material fact, condition or information not disclosed in the
Registration Statement which has materially adversely affected
or may materially adversely affect the business of the Company
or any of its subsidiaries; and the sale of Selling
Shareholders' Shares owned by such Selling Shareholder
pursuant hereto is not prompted by any information concerning
the Company or any of its subsidiaries which is not set forth
in the Registration Statement.
6.6. Title. Such Seller is the record owner of the number of the
Selling Shareholders' Shares set forth opposite the name of
such Selling Shareholder on Exhibit 2.1 hereto and has good
and marketable title to such Shares, free and clear of any
lien or encumbrance and no third party has any rights with
respect to such Shares.
7. Representations and Warranties of the Purchaser The Purchaser hereby
represents and warrants to each of the Sellers as follows:
7.1. Organization and Good Standing. The Purchaser is a corporation
duly organized, validly existing and in good standing under
the laws of the Republic of Korea and has the power and
authority to carry on its business as it is now being
conducted.
7.2. Authorization. All corporate action on the part of the
Purchaser, and its officers, directors and shareholders
necessary for the purchase of the Shares pursuant to this
Agreement and the performance of its obligations hereunder has
been taken or will be taken prior to the Closing.
7.3. Binding Effect. This Agreement constitutes a valid and binding
agreement of the Purchaser, enforceable against the Purchaser
in accordance with its terms.
7.4. No Conflicts. The execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby and
the compliance with the terms and provisions hereof
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will not conflict with, result in a breach or violation of, or
constitute a default under (i) the Purchaser's organizational
documents or (ii) any contract or agreement to which the
Purchaser is a party, except in the case of clause (ii) for
such conflict, breach, violation or default which would not
have a material adverse effect on the Purchaser's business,
financial condition or results of operations.
7.5. Purchase Entirely for Own Account. The Shares will be acquired
for investment for the Purchaser's own account, not as a
nominee or agent, and not with a view to the resale or
distribution of any part thereof, and the Purchaser has no
present intention of selling, granting any participation in,
or otherwise distributing the Shares.
7.6. Available Information. The Purchaser has received all the
information, including, but not limited to, the Registration
Statement , it considers necessary or appropriate for deciding
whether to purchase the Shares and has had the opportunity to
ask questions and receive answers from the Company regarding
the business, properties, prospects, and financial condition
of the Company and to obtain additional information necessary
to verify the accuracy of any information furnished to the
Purchaser or to which the Purchaser has had access.
7.7. Investment Experience. The Purchaser is experienced in
evaluating and investing in securities of companies in the
software and information technology industry and acknowledges
that it is able to fend for itself, can bear the economic risk
of the investment in the Shares, and has such knowledge and
experience in financial and business matters that it is
capable of evaluating the merits and risks of the investment
in the Shares. The Purchaser has not been organized solely for
the purpose of acquiring the Shares.
7.8. Accredited Investor. The Purchaser is an "accredited
investor," as that term is defined in Rule 501 of Regulation D
of the Securities Act.
7.9. Purchaser not a U.S. Person. The Purchaser is not a "U.S.
Person" within the meaning of Rule 902(k) of Regulation S of
the Securities Act.
7.10. Purchase made in an "offshore transaction" with "no directed
selling efforts within the United States." The Purchaser was
not physically present in the United States when the Purchaser
was offered the Shares and the offer was not accompanied by
any form of advertising in the United States or other
"directed selling efforts" within the United States within the
meaning of Rule 902(c) of Regulation S of the Securities Act.
7.11. Brokerage Commissions. No broker's commissions were, or will
be required to be, paid by the Purchaser in connection with
this transaction.
8. Covenants of the Purchaser
8.1. Lock Up. Prior to the date which is 270 days after the Closing
(the "Lockup Date"), the Purchaser shall not, directly or
indirectly, Transfer (as defined below) or offer to Transfer
any of the Shares, and the Purchaser shall sign an undertaking
addressed to the underwriters in the form set forth in Exhibit
8.1 to such effect. In order to enforce the transfer
restrictions set forth in the prior sentence, the Company may
impose stop-transfer instructions with respect to the Shares
until the Lockup Date. As used in this Agreement, the term
"Transfer" shall mean any sale, transfer, assignment,
hypothecation, encumbrance or other disposition, whether
voluntary or involuntary, of any of the Shares. In the case of
a hypothecation, the Transfer shall be deemed to occur both at
the time of the initial pledge and at any pledgee's sale or a
sale by any secured creditor or a retention by the secured
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creditor of the pledged Shares in complete or partial
satisfaction of the indebtedness for which the Shares are
security.
8.2. Market Stand-Off. In addition to the transfer restrictions set
forth in Section 8.1 (which shall in no way be limited by the
following), in connection with any underwritten public
offering by the Company of its equity securities pursuant to
an effective registration statement filed under the Securities
Act, the Purchaser shall not Transfer or offer to Transfer any
of the Shares without the prior written consent of the Company
and its underwriters. Such restriction (the "Market
Stand-Off") shall be in effect for such period of time from
and after the effective date of the final prospectus for the
offering as may be requested by the Company or such
underwriters; provided, however, that such Market Stand-Off
shall not exceed 270 days. In order to enforce the Market
Stand-Off, the Company may impose stop-transfer instructions
with respect to the Shares until the end of the applicable
stand-off period.
8.3. Standstill. The Purchaser agrees that, prior to the third
anniversary of the Closing, unless specifically invited by the
Company, the Purchaser will not, in any manner, directly or
indirectly, effect any acquisition of Voting Securities (as
defined below), or beneficial ownership thereof if,
immediately after any such acquisition, the Purchaser would
beneficially own, in the aggregate, Voting Securities
representing more than ten percent (10%) of the outstanding
Ordinary Shares of the Company. The Purchaser also agrees
during such period not to make any public request (or
publicize any request) of the Company (or its directors,
officers, employees or agents), directly or indirectly, to
amend or waive any provision of this Section 8.3, including
this sentence. The Purchaser also agrees not to form, join or
in any way participate in a "group" (as defined under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), or take any other action, in order to circumvent the
provisions of this Section 8.3. For purposes of this
Agreement, (i) the term "Voting Securities" shall refer to all
securities of the Company entitled to vote generally for the
election of directors, and (ii) the term "beneficial
ownership" shall have the meaning set forth in Rule 13d-3
under the Exchange Act. The restrictions set forth in this
Section 8.3 shall be ineffective if an officer of the Company,
duly authorized by the Company's Board of Directors, has
informed the Purchaser in writing of the Company's potential
interest in entering into a sale of all or substantially all
of its assets or shares or a merger in which the Company would
not be the surviving corporation; provided, however, that if
such acquisition, merger or sale is not consummated within
sixty days of such public announcement the restrictions set
forth in this Section 8.3 shall be reinstated.
8.4. Legal Obligations. Immediately after the Closing, the
Purchaser undertakes to file all the necessary documents and
reports required by any relevant authority, in Israel, the US
or elsewhere, and to abide by all the appropriate rules,
regulations and laws applying to a forgien equity holder,
including, without limitation, undertaking towards the Office
of Chief Scientist to comply with the Research and Development
Law and timely filing a Schedule 13D reporting the acquisition
of securities of a public company with the US Securities and
Exchange Commission. In general, the Purchaser will comply
with the continued restrictions which will apply to it as long
as it is a major shareholder, nominating a Board member and an
affiliate of the Company.
8.5. Reserved.
9. Defaulting Selling Shareholder. If, on the Closing Date, any Selling
Shareholder defaults in the performance of its obligations under this
Agreement, any of the remaining non-defaulting Selling Shareholders
shall have the option to sell the Selling Shareholders' Shares which
the defaulting Selling Shareholders agreed but failed to sell on such
Closing Date in the respective
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proportions which the number of Selling Sharholders' Shares set forth
opposite the name of each Selling Shareholder on Exhibit 2.1 hereto who
elects to sell additional Ordinary Shares as a result of such default
bears to the total number of Selling Shareholders' Shares set forth
opposite the names of all the Selling Shareholders on Exhibit 1 hereto
who elect to sell additional Ordinary Shares as a result of such
default. If none (or an insufficient number) of the non-defaulting
Selling Shareholders elect to sell the Shares which the defaulting
Selling Shareholders agreed but failed to sell on the Closing Date,
this Agreement shall terminate without liability on the part of any
non-defaulting Selling Shareholders, the Company or the Purchaser.
10. Notices
10.1. Any notice, declaration or other communication required or
authorized to be given by any party under this Agreement to
any other party shall be in writing and shall be personally
delivered or sent by facsimile transmission (with a copy by
registered mail in either case) addressed to the other party
at the address stated below or such other address as shall be
specified by the party concerned by notice in accordance with
the provisions of this Section. Any notice shall be deemed to
have been received on the next following business day.
10.2. Addresses for the purposes of this section are as follows:
Company: Xxxx Xxxxxx, Adv.
RADVision Ltd.
00 Xxxxx Xxxxxxxxxx Xxxxxx
Xxx-Xxxx 00000, Xxxxxx
Fax: (0) 0000000
Sellers: As appearing in the first column of Exhibit 1
with a copy to: Xxxx Xxxxxx, Adv.
RADVision Ltd. Legal Department
00 Xxxxx Xxxxxxxxxx Xxxxxx
Xxx-Xxxx 00000, Xxxxxx
Fax: (0) 0000000
Purchaser: Xxxxx Xxx Xxxx, Senior Manager
Samsung Electro-Mechanics Co., Ltd.
000 Xxxxxx 0-Xxxx, Xxxxxx-Xx, Xxxxx,
Xxxxxxx-Xx, Xxxxx 442-743
Fax: (00)000-000-0000
Xxx Xxxxx Ha, Senior Manager
Samsung Venture Investment Corp.
16th Floor Samsung Xxxx Xxx Xxxx. 000-0,
Xxxx Xxx-Xxxx, XxxxXxx-Xx, Xxxxx 135-080
Fax: (00)- 0-0000-0000
Payment Agent: RAD Data Communications Ltd.
00 Xxxxx Xxxxxxxxxx Xxxxxx
Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxxxx
Fax: (0) 000 0000
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11. General
11.1. This Agreement shall (except for any obligation fully
performed prior to or at the Closing Date) continue in full
force and effect (except for provisions which, in accordance
with their terms, are limited in time or otherwise, insofar as
they are so limited) after the Closing Date notwithstanding
that the Closing shall have occurred.
11.2. All of the parties to this Agreement will after, as well as
before and upon, the Closing Date do all acts and things and
sign and execute all documents and deeds requisite for the
purpose of implementing the terms of this Agreement.
11.3. None of the rights or obligations under or pursuant to this
Agreement may be assigned or transferred to any other person
or entity without the written consent of all the parties
except that the Sellers and the Purchaser may so transfer or
assign to their respective Affiliates or between themselves,
provided that the assignee shall be an Affiliate of the
relevant party at the time it exercises any of its rights or
obligations hereunder.
11.4. This Agreement contains the whole agreement between the
parties relating to the transactions provided for in this
Agreement and supersedes all previous agreements if any
between such parties in respect of such matters and each of
the parties to this Agreement acknowledges that in agreeing to
enter into this Agreement it has not relied on any
representations or warranties except for those contained in
this Agreement.
11.5. No failure or delay by any party hereto in exercising any
claim, remedy, right, power or privilege under this Agreement
shall operate as a waiver nor shall any single or partial
exercise of any claim, remedy, right, power or privilege
preclude any further exercise thereof or exercise of any other
claim, right, power or privilege.
11.6. This Agreement may be executed in two or more counterparts
each of which shall be deemed an original but all of which
constitute one and the same instrument.
11.7. Except as expressly provided herein, this Agreement may be
amended or terminated, and any of the terms hereof waived,
only by a document in writing specifically referring to this
Agreement and executed by the parties hereto or, in the case
of a waiver, by the party waiving compliance. The failure of
any party hereto at any time or times to require performance
of any provisions hereof shall in no manner affect this right
at a later time. No waiver by any party hereto of a breach of
any term contained in this Agreement, in any one or more
instance, shall be deemed or construed as a further or
continuing waiver of any such breach or a waiver of any breach
of any other form.
11.8. All Ordinary Share numbers in this Agreement give effect to
the stock split and distribution of bonus shares which will
take place immediately prior to the closing of the IPO.
11 Governing Law and Service of Process
12.1 This Agreement is subject to and shall be interpreted in
accordance with the laws of the State of Israel.
12.2 For the purposes of any claim under this Agreement, the
addresses of the Selling Shareholders for the purposes of
service of process shall be their addresses as set forth in
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the first column of Exhibit 1, or such other address as any
Selling Shareholder shall notify the Purchaser in writing.
13 Arbitration
13.1 All disputes arising out of or in connection with this
Agreement and other agreements resulting herefrom, including
any question regarding its existence, validity or termination,
shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce, by three arbitrators in
accordance with the said rules. The seat of arbitration shall
be Tel Aviv, Israel. The procedural law of Israel shall apply
where the rules are silent. The language to be used in the
arbitration proceeding shall be English.
13.2 The parties undertake to abide by and fully implement the
arbitration award rendered, and this Section 13.1 shall be
deemed to be an arbitration agreement in accordance with the
Arbitration Law 1968.
13.3 Each of the parties or, if there are more than one plaintiff
or defendant, each of Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx
together on behalf of the Sellers and the Purchaser shall
nominate one arbitrator for confirmation by the competent
authority under the applicable rules ("Appointing Authority")
within thirty (30) days. Both arbitrators shall agree on the
third arbitrator within 30 days. In the event that an
arbitrator is to be appointed by more than one party, and they
fail to agree upon the identity of such arbitrator within the
aforesaid time period, any other party to the arbitration may
request that such arbitrator be appointed by the Appointing
Authority. Should the two arbitrators fail, within the above
time-limit, to reach agreement on the third arbitrator, he
shall be appointed by the Appointing Authority.
14 Termination At any time prior to the Closing Date, the Company shall
have the right, in its sole discretion, to terminate this Agreement
without any liability or adverse affect or without it being considered
a breach of this Agreement, if the Company, in its sole discretion,
believes that consummating the transactions contemplated by this
Agreement may delay the IPO or have any adverse effect on the IPO
process.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by its duly authorized representatives as of the date first above written.
Samsung Electro-Mechanics Co., Ltd
By: /s/ Hyung-Do Xxx
-------------------------------
Name: Hyung-Do Xxx
Title: President and CEO
Samsung Venture Investment Corp.
By: /s/ Xxx Xxx Xxx
-------------------------------
Name: Xxx Xxx Xxx
Title: C.E.O.
RADVision Ltd.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Chairman of the Board of Directors
THE REST OF THIS PAGE IS LEFT INTENTONALLY BLANK
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SELLING SHAREHOLDERS
--------------------------------------------------------------------------------
Name and address of Selling Shareholder Signature
--------------------------------------- ---------
Xxxxxx Xxxxxxx By: *
-----------------------------
00 Xxxxxxx Xxxxxx Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
Xxxxx Xxxxxxx By: *
-----------------------------
00 Xxxxxxx Xxxxxx Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
Xxxxxxx & Klil Properties (93) Ltd. By: *
-----------------------------
00 Xxxxxxxxxxx Xxxxxx Name: ____________________________
Xxx Xxxx 00000 Xxxxxx Title: ___________________________
--------------------------------------------------------------------------------
Lomsha Ltd. By: *
-----------------------------
00 Xxxxxxxxxxx Xxxxxx Name: ____________________________
Xxx Xxxx 00000 Xxxxxx Title: ___________________________
--------------------------------------------------------------------------------
Xxxx Xxxx By: *
-----------------------------
0 Xxxxxx Xxxxxx Xxxxxx Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
Plonit Achzakot Ltd. By: *
-----------------------------
9 Xxxxxx Xxxxxx Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
Nichsei Almonit Ltd. By: *
-----------------------------
00 Xxxxxxxxxxx Xxxxxx Name: ____________________________
Xxx Xxxx 00000 Xxxxxx Title: ___________________________
--------------------------------------------------------------------------------
RAD Data Communications Ltd. By: *
-----------------------------
00 Xxxxxxxxxxx Xxxxxx Name: ____________________________
Xxx Xxxx 00000 Xxxxxx Title: ___________________________
--------------------------------------------------------------------------------
Xxxxxx Xxxxxxx By: *
-----------------------------
00 Xxxxxxx Xxxxxx Name: ____________________________
Raanana, Israel Title: ___________________________
--------------------------------------------------------------------------------
Xxxxxxxx Xxxx By: *
-----------------------------
12 Xxxxxx Xxxxx Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
Xxxxx Xxxxx By: *
-----------------------------
00 Xxxxxxxx Xxxxxx Name: ____________________________
Ramat Hasharon, Israel Title: ___________________________
--------------------------------------------------------------------------------
13
--------------------------------------------------------------------------------
Xxxxx Xxxxxx By: *
-----------------------------
0/0 Xxxxxxxx Xxxxxx Name: ____________________________
Ramat Hasharon, Israel Title: ___________________________
--------------------------------------------------------------------------------
Xxxx Xxxxxxx By: *
-----------------------------
0X Xxxxxxx Xxxxxx Name: ____________________________
Ramat Aviv Title: ___________________________
--------------------------------------------------------------------------------
Xxxx Xxxx By: *
-----------------------------
0 Xxxx Xxxxxx Name: ____________________________
Rosh Haayin, Israel Title: ___________________________
--------------------------------------------------------------------------------
Xxxxx Strossberg By: *
-----------------------------
00 Xxxxxxxxx Xxxxxx Name: ____________________________
Rishon Lezion, Israel Title: ___________________________
--------------------------------------------------------------------------------
Xxxxx Xxxxxxxxxxx By: *
-----------------------------
00 Xxxxxxxx Xxxxxx Name: ____________________________
Mevasseret Zion, Israel Title: ___________________________
--------------------------------------------------------------------------------
Xxx Xxx By: *
c/o Trust Company of Maritime Bank -----------------------------
of Israel Ltd. Name: __________________________
35 Ahad Ha'am Street Title: _________________________
Tel Aviv, Israel
--------------------------------------------------------------------------------
Lerosh Investments Ltd. By: *
c/o Trust Company of Maritime Bank -----------------------------
of Israel Ltd. Name: ____________________________
00 Xxxx Xx'xx Xxxxx Xxxxx: ___________________________
Tel Aviv, Israel
--------------------------------------------------------------------------------
Trust Company of Maritime Bank By: *
of Israel Ltd. -----------------------------
35 Ahad Ha'am Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
ECI Telecom Ltd. By: *
-----------------------------
00 Xxxxxxx Xxxxxx Name: ____________________________
Petach Tikva, Israel Title: ___________________________
--------------------------------------------------------------------------------
Factory Systemes SA By: *
-----------------------------
00, Xxx Xxxxxxxx Xxxxxxxxxxxx Xxxxxxxxxxxx, Name: ____________________________
77437 Xxxxx Xx Xxxxxx Xxxxx 0, Xxxxxx Title: ___________________________
--------------------------------------------------------------------------------
Clal Venture Capital LP By: *
-----------------------------
Atidim Technology Park, Xxxx. 0 Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
Xxxxxx Xxxxxxx By: *
-----------------------------
000 Xxxxxxx Xxxx Name: ____________________________
Neptune, New Jersey Title: ___________________________
--------------------------------------------------------------------------------
Xxxxx Xxxxx Xxxxxx Trust Company Ltd. By: *
-----------------------------
00 Xxxxxxxx Xxxxxx Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
Evergreen Canada Israel Management Ltd. By: *
-----------------------------
x/x Xxxxxxxxx Xxxxxx Name: ____________________________
00 Xxxxxxxxxx Xxxx. Title: ___________________________
Tel Aviv, Israel
--------------------------------------------------------------------------------
IJT Technologies Ltd. By: *
-----------------------------
x/x Xxxxxxxxx Xxxxxx Name: ____________________________
00 Xxxxxxxxxx Xxxx. Title: ___________________________
Tel Aviv, Israel
--------------------------------------------------------------------------------
Periscope I Fund LP, an Israeli partnership By: *
x/x Xxxxxxxxx Xxxxxx -----------------------------
00 Xxxxxxxxxx Xxxx. Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
Periscope I Fund LP, a Delaware partnership By: *
x/x Xxxxxxxxx Xxxxxx -----------------------------
00 Xxxxxxxxxx Xxxx. Name: ____________________________
Tel Aviv, Israel Title: ___________________________
--------------------------------------------------------------------------------
* By: /s/ Xxxxxx Xxxxxxx
----------------------------
Xxxxxx Xxxxxxx
Attorney-in-fact
