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EXHIBIT 4.2
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of the
19th day of April, 1999 by and among CommTouch Software Ltd., an Israeli
company (the "COMPANY") having its principal executive offices at 10 Technology
Avenue, Ein Vered 40696, Israel, the investors identified in Exhibit A to this
Agreement (the "ORIGINAL INVESTORS") and the investors identified in Exhibit B
to this Agreement (the "NEW INVESTORS"; the Original Investors and the New
Investors are sometimes referred to in this Agreement collectively as the
"INVESTORS," the "PREFERRED SHAREHOLDERS" and individually as a "PREFERRED
SHAREHOLDER").
WHEREAS the New Investors are purchasing 42,081 Series D Preferred Shares
of the Company pursuant to a Series D Preferred Share Purchase
Agreement dated the date hereof (the "PURCHASE AGREEMENT"); and
WHEREAS the Company wishes to have the New Investors purchase the Series D
Preferred Shares; and
WHEREAS in order to induce the New Investors to purchase the Series D
Preferred Shares, and in order to convince the Original Investors to
agree to certain changes to their rights required in order to allow
the Company to enter into the Purchase Agreement and related
agreements, the Company is entering into this Agreement;
THEREFORE, the parties agree as follows:
For purposes of this Agreement, the term "SERIES D PREFERRED SHARES"
refers to the Series D Preferred Shares issued and sold under the Purchase
Agreement at the Closing (as such term is defined in the Purchase Agreement);
and "SHARES" refers to the Series A Preferred Shares, the Series B Preferred
Shares, the Series C Preferred Shares, the Series D Preferred Shares, any shares
of the Company issued upon the exercise of Warrants issued under the Preferred
Shares Purchase Agreements dated as of January 25, 1996, and April 22, 1996 and
any other shares or equity securities of the Company distributed in respect of,
in substitution for or upon the conversion of such shares.
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1. REGISTRATION UPON REQUEST. Promptly upon the written request by
the holders of a majority of the Shares, as one group, made at any time or from
time to time, and, in any event, within 90 days of such request, the Company
shall use its reasonable efforts to file a registration statement under the
United States Securities Act of 1933 and the rules and regulations thereunder,
all as amended from time to time (collectively, the "Act"), covering all Shares
that any Preferred Shareholders desire to register, and shall use its reasonable
efforts to cause such registration statement to become effective as soon as
practicable. The Company shall promptly notify any Preferred Shareholders who
are then holders of Shares, other than those requesting the registration, and
afford them the opportunity of including in the registration such Shares owned
by them as they shall specify in a written notice delivered to the Company
within 30 days after their receipt of the Company's notice of the proposed
filing. No other persons shall be entitled to include any securities in any
registration pursuant to this Section 1 without the consent of a majority in
interest of the Investors participating in the registration. The Company shall
not be required to effect more than an aggregate of two registrations pursuant
to this Section 1, shall not be required to effect more than one registration
during any 12-month period pursuant to this Section 1, and shall not be required
to effect any registration for any Preferred Shareholder who could dispose of
all of its Shares within 12 months without registration pursuant to Rule 144
promulgated under the Act. In addition, the Company shall not be required to
effect any registration pursuant to this Section 1 prior to the second
anniversary of the closing of the Company's first public offering of its
securities registered under the Act. The Company shall have the right to defer
filing a registration statement under the Act pursuant to this Section 1 not
more than once in any 12-month period if the Board of the Directors of the
Company shall determine that it would be seriously detrimental to the Company to
file such registration statement at the date the filing would otherwise be
required under this Agreement, in which case the Company shall have an
additional period of not more than 120 days within which to file such
registration statement.
2. INCIDENTAL REGISTRATION. If the Company at any time proposes to
register any of its equity securities under the Act for its own account or for
the account of any security holders (other than any registration pursuant to
Section 1, or any registration of an offering to employees, consultants or other
persons providing services to the Company or its subsidiaries, or any
registration on Form F-4 or a successor form), it shall promptly give written
notice to each Preferred Shareholder who is then a holder of Shares of its
intention to do so, and if within 30 days after receipt of such notice any such
Preferred Shareholder so requests in writing, the Company shall include in such
registration all shares that such Preferred Shareholders shall specify in
writing to the Company. However, if the proposed registration is to be
underwritten (whether on a "best efforts" or a "firm commitment" basis), the
managing underwriter shall have the right to exclude Shares from such
registration if it advises the Company that such exclusion is necessary to avoid
interfering with the successful marketing of the underwritten portion of the
public offering, provided that the securities to be included in any such
registration other than those for which the Company initiated such registration
and those which are being sold by the Company shall be allocated pro rata among
the affected holders in proportion to their respective share holdings prior to
giving effect to the sale of shares pursuant to such registration.
3. FORM F-3 REGISTRATION. On the written request of Investors
holding a majority of the Shares that the Company effect a registration of
Shares on Form F-3, the Company shall, as promptly as practicable, use its
reasonable efforts to effect the registration of such Shares as are specified in
such request; provided, however, that the Company shall not be obligated to
effect any such registration pursuant to this Section 3 if (i) Form F-3 is not
available for such offering; or (ii) the Board of the Directors of the Company
shall determine that it would be seriously detrimental to the Company to file
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such registration statement at the date the filing would otherwise be required
under this Agreement, in which case the Company shall have an additional period
of not more than 120 days within which to file such registration statement. The
Company's obligation under this Section 3 shall be limited to a Form F-3
registration that will, in the opinion of the Company's counsel, meet the legal
requirements for allowing the Preferred Shareholders to dispose of their Shares
in a non-underwritten transaction, and the Company's obligations in such case
under Section 4 shall be limited accordingly.
4. CONDITIONS. Registrations of Shares pursuant to Sections 1, 2 or 3
shall be subject to the following:
(a) FILING OF AMENDMENTS. The Company shall file such amendments and
supplements to the registration statement and the related prospectus and take
such other action as may be necessary to keep the registration statement
effective and to comply with the Act for such period, in the case of
registrations under Sections 1 and 2 above, not exceeding six months from the
original effective date of the registration statement, and, in the case of
registrations under Section 3, not less than the period ending 60 months from
the date of the Company's initial public offering under the Act, as a majority
in interest of the participating Preferred Shareholders may request.
(b) FURNISH COPIES. The Company shall furnish to the participating
Preferred Shareholders such reasonable number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request to facilitate the
disposition of the Shares being registered.
(c) BLUE SKY. The Company shall take such action under the securities
laws of such states of the United States as any participating Preferred
Shareholder shall reasonably request; provided, however, that the Company shall
not be required to qualify to do business as a foreign corporation, or to file
any general consent to service of process, in any state.
(d) UNDERWRITING. In the event of an underwritten public offering, the
Company shall enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter. Each
participating holder shall also enter into and perform its obligations under
the underwriting agreement.
(e) NOTIFICATION. The Company shall notify each participating holder at
any time when a prospectus is required to be delivered under the Act of the
happening of any event as a result of which the prospectus included in the
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing.
(f) COUNSEL AND ACCOUNTANT'S OPINION. The Company shall furnish, at the
request of any participating Preferred Shareholder, on the date the registered
Shares are delivered to the underwriters for sale through underwriters, or, if
such Shares are not being sold through underwriters, on the date that the
registration statement becomes effective: (i) an opinion, dated such date, of
the counsel representing the Company for the purposes of such registration, in
form and substance as is customarily given to the underwriters in an
underwritten public offering, addressed to the underwriters, if any, and to the
participating Investors; and (ii) a letter, dated such date, of the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent
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certified public Accountants to the underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the participating
Preferred Shareholders.
(g) EXPENSES. The Company shall bear the cost of all registrations,
including, but not limited to, all registration and filing fees, printing
expenses and fees, expenses and disbursements of counsel and accountants for
the Company (subject, however, to subsection (h) below), except that each
Preferred Shareholder shall pay the fees, expenses and disbursements of any
counsel retained by such Preferred Shareholder and the underwriting fees and
selling commissions applicable to such Preferred Shareholder's Shares.
(h) AUDITS. The Company shall not be required to furnish any audited
financial statements at the request of any proposed seller of Shares other than
those statements customarily prepared at the end of its fiscal year, unless (i)
the requesting proposed sellers shall agree to reimburse the Company for the
out-of-pocket costs incurred by the Company in the preparation of such other
audited financial statements, or (ii) such other audited financial statements as
shall be required by the United States Securities and Exchange Commission (the
"COMMISSION") as a condition to ordering a registration statement effective
under the Act.
(i) INDEMNIFICATION. (1) The Company shall indemnify and hold harmless
each seller of Shares, any underwriter (as defined in the Act) and each person
who under the Act is deemed a controlling person of such seller or underwriter,
against any losses, claims, damages or liabilities to which any such seller,
underwriter or controlling person may become subject under the Act or
otherwise, to the extent that such losses, claims, damages or liabilities (or
actions in respect thereto) shall arise out of or be based upon any untrue or
allegedly untrue statement of any material fact contained in the registration
statement, any related prospectus or preliminary prospectus or any amendment or
supplement to the registration statement or any prospectus or preliminary
prospectus or upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and shall reimburse any legal or other expenses reasonably
incurred by any such seller, underwriter or controlling person in connection
with investigating or defending against any such loss, claim, damage, liability
or action; provided, however, that the Company shall not be liable to any such
seller, underwriter or controlling person for any losses, claims, damages,
liabilities or actions to the extent the same shall arise out of or be based
upon any such untrue statement or omission made in reliance upon and in
conformity with written information furnished by such seller, underwriter or
controlling person seeking indemnification hereunder to the Company for use in
the registration statement, prospectus, preliminary prospectus, amendment or
supplement.
(2) Each seller of Shares shall similarly indemnify and hold harmless the
Company and its controlling persons against any such losses, claims, damages,
liabilities or actions, but only to the extent that the same shall arise out of
or be based upon any untrue or allegedly untrue statement, or any omission or
alleged omission, made in reliance upon and in conformity with written
information furnished by such indemnifying person to the Company for use in the
registration statement, prospectus, preliminary prospectus, amendment or
supplement; provided, that the liability under this Section 4(i)(2) of each
seller of Shares shall not exceed such seller's gross proceeds from such sale.
(3) Each party entitled to indemnification hereunder (the "INDEMNIFIED
PARTY") shall give notice to the party required to provide indemnification (the
"INDEMNIFYING PARTY") promptly after such
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Indemnified Party becomes aware of any claim or potential claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom. The Indemnified
Party may participate in such defense at its own expense. No Indemnified Party
shall consent to entry of any judgment or settle such claim or litigation
without the prior, written consent of the Indemnifying Party.
(4) If the indemnification provided for in this Section 3(i) is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any losses, claims, damages or liabilities referred to herein for
reasons of public policy, the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and the
Indemnified Party on the other, in connection with the matters that resulted in
such loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and the Indemnified
Party shall be determined by a court of law by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Indemnifying Party or by the Indemnified Party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
(j) INFORMATION CONCERNING PREFERRED SHAREHOLDERS. Each Preferred
Shareholder that participates in a registration of Shares shall furnish to the
Company such information regarding such Preferred Shareholder and the
distribution proposed by such Preferred Shareholder as the Company may
reasonably request and as shall be required in connection with any registration,
qualification or compliance referred to herein.
(k) SAME EXCHANGE. The Company shall cause all Shares registered
hereunder to listed on each securities exchange on which similar securities
issued by the Company are then listed.
(l) TRANSFER AGENT. The Company shall provide a transfer agent and
registrar for all Shares registered pursuant to this Agreement and a CUSIP
number for all such Shares, in each case not later than the effective date of
such registration.
5. REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
available to the Preferred Shareholders the benefits of Rule 144 promulgated
under the Act and any other rule or regulation of the Commission that may at any
time permit an Investor to sell Shares to the public without registration, the
Company agrees to:
(a) use its reasonable efforts to make and keep public information
available, as those terms are understood and defined in Commission Rule 144, at
all times after 90 days after the effective date of the first registration
statement filed by the Company for the offering of its securities to the general
public in the United States;
(b) use its reasonable efforts to file with or submit to the Commission
in a timely manner all reports and other documents required of the Company under
the Act and the United States Securities Exchange Act of 1934 (the "1934 ACT");
and
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(c) furnish to any Preferred Shareholder promptly upon request (i) a
written statement by the Company as to whether or not it has complied with the
reporting requirements of Commission Rule 144 (at any time after 90 days after
the effective date of the first registration statement filed by the Company for
the offering of its securities to the general public in the United States), the
Act and the 1934 Act (at any time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may reasonably be requested in availing such holder
of any rule or regulation of the Commission which permits the selling of any
such securities without registration.
6. NON-ASSIGNABILITY OF REGISTRATION RIGHTS. The rights to cause the
Company to register the Shares shall not be assignable except with the prior
written consent of the Company, except that any Preferred Shareholder may
assign its rights to cause the Company to register shares pursuant to this
Agreement to a permitted transferee under the Company's Articles of Association
of all or any part of its Shares. The transferor shall, within thirty (30) days
after such transfer, furnish the Company with notice of the name and address of
such transferee and the securities with respect to which such registration
rights are being assigned and the transferee's written agreement to be bound by
this Agreement.
7. AMENDMENT OF REGISTRATION. Any provision of these registration rights
may be amended, and the exercise of any rights under this Agreement may be
waived (either generally or in a particular instance, and either retroactively
or prospectively) only with the written consent of the Company, and a 75%
majority in interest of the holders of the Shares, except that any party may
waive as to itself the exercise of any rights under this Agreement.
8. "MARKET STAND-OFF" AGREEMENT. Holders of Shares, if requested by the
Company and the underwriters of the Company's securities, shall agree not to
sell or otherwise transfer or dispose of any ordinary shares or other securities
of the Company held by such holders during the 7-day period prior to and the
180-day period (or such shorter period as is required by the underwriters)
following the effective date of a registration statement of the Company filed
under the Act in connection with an underwritten public offering (except for
any securities of the Company sold by them pursuant to such registration
statement). The obligation of this Section 8 shall apply only if such agreement
is also entered into by the Company's founders.
9. EXPIRATION. The Preferred Shareholders' rights to cause the Company
to register the Shares pursuant to this agreement shall expire on the fifth
anniversary of the closing of the Company's first public offering of its
securities.
10. RIGHTS GRANTED TO SUBSEQUENT INVESTORS. Without the prior written
consent of the holders of a 75% majority in interest of the Shares, the Company
shall not grant any registration rights which are more favorable that those
granted herein to the Preferred Shareholders, to any party other than the
Preferred Shareholders and their permitted transferees under the Company's
Articles of Association.
11. FUTURE INVESTORS. Future investors that invest in the Company in
consideration of Preferred Shares of the Company (the "Future Investors" and
collectively with the Investors are sometimes referred to in this Agreement as
the "Preferred Shareholders" and individually as a Preferred Shareholder") may
become a party to this Agreement as of the date of their execution of an
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addendum substantially in the form of Exhibit C to this Agreement and thereby
shall be bound by, and entitled to the benefits of, this Agreement. Upon
receipt of such documents the Company shall deliver a copy thereof to all
parties to this Agreement (including future Investors who have previously
become parties to this Agreement).
12. MISCELLANEOUS.
(a) GOVERNING LAW; FORUM FOR DISPUTE RESOLUTION. This Agreement shall be
governed by the laws of Israel, with any terms relating to United States
securities laws to be interpreted in accordance with the federal laws of the
United States of America. Any dispute arising, under or with respect to this
Agreement shall be resolved exclusively in the appropriate court in Tel-Aviv,
Israel.
(b) ENTIRE AGREEMENT. This Agreement, together with the Purchase
Agreement, constitutes the entire agreement among the parties regarding the
transactions contemplated herein and therein, and may not be amended except in
writing.
(c) NOTICES. All communications provided for in this Agreement shall be in
writing and shall be sent to each party at the address set forth at the
beginning of this Agreement, or to such other address as a party may from time
to time designate in writing to the other parties. Notices shall be sent by
personal delivery, by registered air mail, return receipt requested, or by
express courier.
(d) HEADINGS. The headings contained in this Agreement are solely for
convenience of reference and shall not affect the interpretation of this
Agreement.
(e) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) SUCCESSORS AND ASSIGNS. The Company shall not sell, assign transfer,
or otherwise convey any of its rights or delegate any of its duties under this
Agreement, except to a company which has succeeded to substantially all of the
business and assets of the Company in compliance with this Agreement and has
assumed in writing its obligations under this Agreement. This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the Preferred
Shareholders and the Company and their respective successors and assigns. A
Preferred Shareholder may only assign its rights and duties to a party that is
a permitted assignee or transferee under, and has acquired the shares of the
Preferred Shareholder in accordance with, the Articles of Association of the
Company.
(g) DELAYS OR OMISSIONS; WAIVER. No delay or omission to exercise any
right, power, or remedy accruing to either the Company or the Investors upon
any breach or default by the other under this Agreement shall impair any such
right, or remedy nor shall it be construed to be a waiver of any such breach or
default, or any acquiescence therein or in any similar breach or default
thereafter occurring.
(h) FURTHER ACTIONS. At any time and from time to time, each part, agrees,
without further consideration, to take such actions and to execute and deliver
such documents as may be reasonably necessary to effectuate the purposes of
this Agreement.
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(i) AMENDED AND RESTATED AGREEMENT. This Amended and Restated
Registration Rights Agreement supersedes the Registration Rights Agreement
dated _______________________, 19__, between the Company and the Original
Investors.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
COMMTOUCH SOFTWARE LTD. [ ]
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ------------------------------------
Titles: Chief Executive Officer [formerly DATAMARK HOLDING, INC.]
▇▇. ▇▇ ▇▇▇▇▇▇▇ GEMINI ISRAEL FUND, L.P.
--------------------------------- by its general partner, GEMINI CAPITAL
▇▇. ▇▇ ▇▇▇▇▇▇▇ FUND MANAGEMENT, LTD.
/s/ ▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------- --------------------------------
▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇
Title: Executive Vice President
A.M.T. COMPUTING LTD. HOSEN AMOT LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ Moti Hanochi
----------------------------- ---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: Moti Hanochi
Title: Managing Director Title: Manager
HARBOURVEST-EVERGREEN L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title:
GEMUL INVESTMENT
COMPANY LTD.
By:
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Investment Manager
ISRAEL GROWTH FUND, L.P. by its SEMEL INVESTMENTS LTD.
general partner, APAX-LEUMI Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By:
----------------------------- ---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name:
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Title: Title:
YAMAICHI UNI VEN NO.6 YAMAICHI UNI VEN NO.6-S
INVESTMENT PARTNERSHIP INVESTMENT PARTNERSHIP
By: By:
-------------------------------- --------------------------------
Senior Managing Director Senior Managing Director
Phoenix Capital Management Phoenix Capital Management
Co. Ltd., Co. Ltd.,
its Managing Partner its Managing Partner
JAFCO CO. LTD.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
President
GEMINI ▇▇▇▇▇▇ ▇▇ PARALLEL
FUND, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------
/s/ ▇▇ ▇▇▇▇▇▇▇
--------------------------------
its general partner,
Gemini Capital Associates, L.P.,
by its general partner
Gemini Capital Fund Management
Ltd.
YVC - YOZMA MANAGEMENT AND
INVESTMENTS LTD.
By: /s/ Yigol ▇▇▇▇▇▇
--------------------------------
THE CHALLENGE FUND-ETGAR L.P.
INVESTMENT PARTNERSHIP
By:
--------------------------------
its general partner
Challenge Partners, L.P.,
by its general partner
Atidim ▇▇▇▇▇ ▇▇▇▇▇ Kranot Ltd.
k.t. CONCORD VENTURE k.t. CONCORD VENTURE
FUND (CAYMAN) L.P. FUND (ISRAEL) L.P.
By: /s/ M. Steingert By: /s/ M. Steingert
-------------------------------- -----------------------------
its general partner its general partner
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k.t. Concord Investment Partners Ltd. k.t. Concord Investment Partners Ltd.
k.t. CONCORD VENTURE k.t. CONCORD VENTURE
ADVISORS (CAYMAN) L.P. ADVISORS (ISRAEL) L.P.
By: /s/ M. STEINGERT By: M. STEINGERT
---------------------------------- ----------------------------------
its general partner its general partner
k.t. Concord Investment Partners Ltd. k.t. Concord Investment Partners Ltd.
-------------------------------------
▇. ▇. ▇▇▇▇▇▇▇▇
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BPPA CTSL LLC
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Managing Member
EMV CTSL LLC
By: Emerging Markets Ventures, I, L.P.,
its managing member
By: EMV MGP LLC,
its managing general partner
By: Bassini Playfair Capital LLC,
its managing member
By: Bassini Playfair & Associates LLC,
its class A member
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Managing Principal
NOMURA INTERNATIONAL PLC
/s/ Kazo Yamazoe
----------------------------
Managing Director
CSK VENTURE CAPITAL LTD.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
YVC - YOZMA MANAGEMENT AND
INVESTMENTS LTD.
/s/ Yigol ▇▇▇▇▇▇
----------------------------
k.t. CONCORD VENTURE
FUND (CAYMAN) L.P.
/s/ M. Steingert
----------------------------
General Partner
k.t. CONCORD VENTURE
FUND (ISRAEL) L.P.
/s/ M. Steingert
----------------------------
JAFCO CO. LTD.
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
President
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Investor International (Cayman) Ltd.
/s/ ALAIN ANDREY
-------------------------------
Attorney in fact
▇▇▇▇▇▇▇▇.▇▇▇ PARTNERS
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
General Partner
▇▇▇▇▇▇▇ EQUITIES
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
General Partner
▇▇▇▇▇▇ Properties, LLC
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
The LaCroix, LLC
/s/ ▇. ▇▇▇▇▇▇ WHITE III
-------------------------------
Manager
Navesink Equity Derivative Fund, LDC
/s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------------
Advisor
OCEANIC BANK AND TRUST LIMITED
/s/ H. GOODY
-------------------------------
Chairman
HULL OVERSEAS, Ltd.
/s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
Director
OTP LLC
/s/ ▇▇▇▇ ▇. RAIHSLY
-------------------------------
Manager
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SYNERGY VENTURES MANAGEMENT, INC.
/s/ Yariv H. Zahool
YOZMA VENTURE CAPITAL, LTD.
/s/ ▇▇▇ ▇▇▇▇
DSJ International Trust
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ Gol
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EXHIBIT A
ORIGINAL INVESTORS
Gemini Israel Fund, L.P.
A.M.T. Computing Ltd.
Hosen Amot Ltd.
Evergreen Canada Israel Investments and Company Ltd.
Yarok Ad Fund Investment Partnership, L.P.
Investech Ltd.
Gemul Investment Company Ltd.
Semel Investments Ltd.
CSK
Israel Growth Fund
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▇.▇. ▇▇▇▇▇▇▇▇
[________](formerly Datamark Holdings, Inc.)
Yamaichi Uni Ven No. 6 Investment Partnership
Yamaichi Uni Ven No. 6-S Investment Partnership
JAFCO Co. Ltd.
YVC - YOZMA MANAGEMENT AND INVESTMENTS LTD.
The Challenge Fund-Etgar L.P.
k.t. Concord Venture Fund (Cayman) L.P.
11
15
k.t. Concord Venture Fund (Israel) L.P.
k.t. Concord Venture Advisors (Cayman) L.P.
k.t. Concord Venture Advisors (Israel) L.P.
12
16
EXHIBIT B
NEW INVESTORS
13
17
EXHIBIT C
ADDENDUM
________________ (Name of Future investor) hereby agrees to become a
party, as of the date hereof to the Registration Rights Agreement dated as of
_________, 1999, to be bound by and to be entitled to the benefits of such
Registration Rights Agreement as if it were an original party thereof.
14