Amendment No. 3 Dated as of December, 2010 (the “3rd Amendment”) to that Certain Convertible Loan Agreement Entered into as of April 4, 2006, as amended on July 26, 2006 and on June 23, 2010
Exhibit 12
Amendment No. 3 Dated as of December, 2010
(the “3rd Amendment”)
to
that Certain Convertible Loan Agreement Entered into as of April 4, 2006,
as amended on July 26, 2006 and on June 23, 2010
This 3rd Amendment is entered into by and among Fortissimo Capital Fund GP, L.P., on behalf of the several parallel partnerships in which it serves as the General Partner (the “Lead Lender”), whose principal offices are located at 00 Xxxxxxxxx Xxxxxx, Xxxx Afek, Xxxx Xxxxxx 00000, Xxxxxx, Shem Basum Ltd., an Israeli company, having its address at 8 Xxxxx Xxxxxx St., Kfar Saba, Israel (“Beilis”); Xx. Xxxxxx Xxxxxxx, an individual having his address at 00 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx 00000, Israel (“Zisapel”); Xxxxxxx Chill, an individual having his address at 000 Xxxx 00xx Xxxxxx Xxx. 0-X, Xxx Xxxx, XX 00000, U.S.A. (“Chill” and together with Zisapel, Beilis, and the Lead Lender, the “Lenders”), and Radview Software Ltd., an Israeli corporation, corporate registration number 511627952, with its principal offices in Israel located at 0 Xxxxxxxx Xxxxxx, Xxx Xxxx 00000, Xxxxxx (the “Borrower” or the “Company” and together with the Lenders, the “Parties”).
Recitals
Whereas, on April 4, 2006, the Lenders and the Borrower entered into that certain Convertible Loan Agreement (the “Convertible Loan Agreement”), pursuant to which the Lenders have agreed to advance to the Company a convertible loan in the aggregate amount of up to US$750,000 (the “Convertible Loan”), all as set forth in the Convertible Loan Agreement;
Whereas, on July 26, 2006, the Lead Lender, Beilis, Chill and the Borrower executed an Amendment and Addendum to the Convertible Loan Agreement (the Convertible Loan Agreement, as amended, the “CLA”);
Whereas, pursuant to the CLA, the Convertible Loan was due and payable thirty (30) days after the third anniversary of the Remaining Portion Loan Date, as defined therein (the “Maturity Date”);
Whereas, on June 23, 2010, the Company and the Lenders agreed to amend the CLA, such that, among other things, the repayment date of the Convertible Loan (principle and interest) was extended to August 31, 2011;
Whereas, the Parties wish to further extend the repayment date of the Convertible Loan to August 31, 2012, and on October 31, 2010, the Company's Board of Directors and Audit Committee resolved, subject to the Company's shareholders approval, to approve such extension;
Now, Therefore, in consideration of the mutual agreements, provisions and covenants contained herein, the Parties hereto agree as follows:
| 1. | Interpretation |
The preamble to this 3rd Amendment shall be deemed an integral part hereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the CLA. The meaning of capitalized terms which are defined herein shall apply to such terms when used in the CLA.
| 2. | Amendment of the CLA |
The Lenders and the Borrower hereby agree to amend the CLA, as follows:
| 2.1 | Amendment of Section 1.2 of the CLA |
| (i) | The reference to “August 31, 2011” in Section 1.2(a) of the CLA, as amended shall be replaced with the following text: |
“August 31, 2012”.
| (ii) | The reference to “August 31, 2011” in the first sentence of Section 1.2(b) of the CLA, as amended, shall be replaced with the following text: |
“August 31, 2012”.
| 3. | Validity and Scope of this 3rd Amendment |
This 3rd Amendment shall come into effect upon and subject to approval by the Company's shareholders. Except as set forth herein, all provisions of the CLA, as amended, shall remain in full force and effect in accordance with their terms.
[Remainder of Page Intentionally Left Blank – Signature Page to Follow]
Signature Page of Amendment to Convertible Loan Agreement
In Witness Whereof, Borrower and Lenders have executed this 3rd Amendment as of the date set forth in the preamble.
| Borrower | Lead Lender | |||||
| Radview Software Ltd. |
Fortissimo Capital Fund GP, L.P. By: Fortissimo Capital (GP) Management Ltd., its General Partner | |||||
| Name: | Xxxxx Xxxxx | Name: | ||||
| Title: | Chairman of the Board | Title: | ||||
| Name: | Xxxxx Xxx | |||||
| Title: | Vice President of Finance (Principal Financial Officer) | |||||
| Shem Basum Ltd. |
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| Name: |
| Title: |
|
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| Xxxxxx Xxxxxxx |
|
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| Xxxxxxx Chill |
