SOFTWARE LTD. Science Based Industries Campus P.O. Box 23052 Jerusalem 91230, Israel or at such other address as may be submitted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice.
SOFTWARE LTD. By: Name: Xxxxxx Xxxxxx Title: Chief Executive Officer
SOFTWARE LTD. By: -------------------------------- Name: Title: INVESTORS: Israel Seed IV, L.P. Argos Capital Management, Inc. By: By: ------------------------------- -------------------------------- Signature Signature ----------------------------- ------------------------------- Name and Title of Signatory Name and Title of Signatory Exhibit A Schedule of Investors and Investment Amount ----------------------------------------- ----------------- ------------- -------------- Name and Address of Investor Amount of No. of No. of Investment Ordinary Warrants Shares ----------------------------------------- ----------------- ------------- -------------- Israel Seed IV, L.P. $1,000,000 1,666,667 1,000,000 Queensgate Bank & Trust Company Ltd. Harbour Place, 5th Floor 103 South Church Street P.O. Box 30464 SMB Xxxxx Xxxxxx, Xxxxxx Xxxaxx Xxx: (000 0) 000 0001 Fax: (972 2) 565 5122 email: daniel@israelseed.com Xxxx: Xxxxxx Xxxnn ----------------------------------------- ----------------- ------------- -------------- Argos Capital Management, Inc. $500,000 833,333 500,000 211 West 61st Street, 6th Floor New York, NY 10023 Tel: 212-265-9363 Xxx: 000-000-0000 Xxxxx: xxx@xxxxxx.xxx Xxxx. Xxxraim F. Xxxxxx ----------------------------------------- ----------------- ------------- -------------- Exhibit B Form of Warrant Issued _______, 200_ THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. "THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY AND LEGAL COUNSEL FOR THE COMPANY. Void after ________, 200_ COMMTOUCH SOFTWARE LTD. WARRANT TO PURCHASE UP TO ________ [ORDINARY] SHARES ----------
SOFTWARE LTD an Israeli corporation (the "Company"), hereby grants to Optionee named in the Notice of Stock Option Grant set forth above (the "Notice of Grant") an option (the "Option") to purchase the total number of Ordinary Shares set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price"), subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. Capitalized terms used without definition in this Option Agreement shall have the meanings given such terms in the Plan.
SOFTWARE LTD. By: ----------------------- The undersigned hereby accepts, and agrees to, all terms and provisions of the foregoing Option Agreement. ______________ The Optionee EXHIBIT B to the Option Agreement Terms of the Option
SOFTWARE LTD. (the "Company"), at any time on or after June 1, 1999 (the "Effective Date") and until the Termination Date (as defined below), an aggregate of up to _____ (subject to adjustment) fully paid and nonassessable Series C-2 Convertible Preferred Shares, nominal value New Israeli Shekel ("NIS") 0.1 per share (the "Convertible Preferred Shares"), of the Company at a price of US$5.75 per share or the NIS equivalent thereof (the "Exercise Price"). In the event that all of the outstanding Convertible Preferred Shares are converted into Ordinary Shares, this Warrant shall be exercisable solely for such Ordinary Shares and any references throughout this Warrant to shares of Convertible Preferred Shares shall be deemed to refer to the Ordinary Shares into which the Convertible Preferred Shares may be converted. The amount and kind of securities purchasable pursuant to the rights granted hereunder and the Exercise Price for such securities are subject to adjustment pursuant to the further provisions of this Warrant.
SOFTWARE LTD. (the "Company"), at any time on or after April 11, 2000 (the "Effective Time") and until the Termination Date (as defined below), an aggregate of up to _________ (subject to adjustment) fully paid and nonasseasable Ordinary Shares, nominal value New Israeli Shekel ("NIS") 0.1 per share (the "Ordinary Shares"), of the Company, at a price per share in US dollars or the NIS equivalent thereof, calculated using the formula set forth in Exhibit A attached hereto (the "Exercise Price").
SOFTWARE LTD an Israeli company By: --------------------------------------------- Name: Gidexx Xxxxxx Title: Chief Executive Officer GO2NET, INC. a Delaware corporation By: --------------------------------------------- Name: Thomxx X. Xxxx Title: Vice President of Business Development VULCAN VENTURES INCORPORATED
SOFTWARE LTD. By: /s/ Gideon Mantel ------------------------------------ Name: Gideon Mantel Title: Chiex Xxxxxxxxx Xfficer
SOFTWARE LTD. By: /s/ GIDEON MANTEL -------------------------------- Name: GIDEON MANTEL Title: Xxxxx Xxxxxxive Officer Date: November 4, 2004
