Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is entered into as of the
2nd day of October 2000, by and among SAIFUN SEMICONDUCTORS LTD., an Israeli
company No. ▇▇-▇▇▇▇▇▇-▇, having its main place of business at the Topper
Building, 65 Hamelacha St., Industrial ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ (the
"COMPANY"), ▇▇. ▇▇▇▇ ▇▇▇▇▇, I.D. 968604, whose address is at 4 Dakar St.,
Raanana (the "FOUNDER"), and those other entities listed in SCHEDULE A
(collectively referred to as "INVESTORS" and each one as "INVESTOR").
THE COMPANY AND THE INVESTORS COVENANT AND AGREE AS FOLLOWS:
1. DEFINITIONS
Unless otherwise noted, defined terms shall have the definitions assigned
to them in the Shareholders Rights Agreement. As used in this Agreement,
the following terms shall have the following respective meanings:
1.1. The term "Preferred Shares" means the Class A Preferred Shares and the
Class B Preferred Shares of the Company.
1.2. The terms "register", "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement
or similar document in compliance with the Securities Act, and the
declaration or ordering by the Commission of effectiveness of such
registration statement or document, or equivalent events under the
laws of another jurisdiction.
1.3. The term "Registrable Securities" means the Ordinary Shares presently
held or hereinafter acquired by the Holders as such, Ordinary Shares
resulting from the conversion of Preferred Shares, all Ordinary Shares
issued by the Company in respect of any of the aforementioned shares
including stock dividends or recapitalizations, and all Ordinary
Shares that the Investors may hereafter purchase pursuant to any
option or other right or agreement or pursuant to exercise of
preemptive rights or rights of first refusal.
1.4. The term "Holder" means any of the holders of the Preferred Shares,
and their Permitted Transferees and assignees.
1.5. The term "Securities Act" means the U.S. Securities Act of 1933, as
amended, or equivalent law/s of another jurisdiction.
1.6. The term "Public Corporation" means a corporation which has a class of
equity securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), or equivalent law/s
of another jurisdiction, or which is required to file periodic reports
pursuant to Section 15(d) of the 1934 Act or such equivalent law/s.
1.7. The term "SEC" means the United States Securities and Exchange
Commission, or equivalent authority under the law/s of another
jurisdiction.
1.8. The term "Initiating Holders" means Holders holding thirty-three
percent (33%) or more of the Registrable Securities, assuming for
purposes of such determination the conversion of all shares
convertible into Registrable Securities.
2. DEMAND REGISTRATION
2.1. At any time after nine (9) months following the closing of an IPO, the
Initiating Holders may request in writing that all or part of their
Registrable Securities be registered for trading on any securities
exchange on which the Company's shares are otherwise traded. Any
request under this Section 2 must include not less than that number of
shares of Registrable Securities which would result in an anticipated
aggregate offering price, net of underwriting discounts and
commissions, greater than five million dollars ($5,000,000) (or if on
Form F-3 Registration - five hundred thousand US dollars ($500,000)).
2.2. Within 20 days after receipt of any such request, the Company shall
give written notice of such request to the other Holders and to the
other shareholders of the Company, and shall include in such
registration all Registrable Securities held by all the Holders and
other shareholders who wish to participate in such demand registration
and who provide the Company with written requests for inclusion
therein within 15 days after the receipt of the Company's notice.
Thereupon, the Company shall effect the registration of all
Registrable Securities and other shares as to which it has received
requests for registration for trading on the securities exchange
specified in the request for registration.
However, if the managing underwriter advises the Company in writing
that marketing factors require a limitation of the number of shares to
be underwritten, or if there shall be any other limitation on the
number of shares which the Company may register, then 80% of the
quantity available for registration will be allocated to the Holders
(to be allocated between those Holders participating in the
registration, pro-rata to the respective number of Registrable
Securities requested by each Holder to be included in the
registration) and 20% will be allocated to the other shareholders (to
be allocated between those shareholders participating in the
registration - pro-rata to the respective number of shares requested
by each of them to be included in the registration).
2.3. Notwithstanding the foregoing, if the Company shall furnish to Holders
requesting a registration statement pursuant to this Section 2 a
certificate signed by the Chairman of the Company stating that in the
good faith judgment of the Board of Directors, it would be seriously
detrimental to the Company and its shareholders for such registration
statement to be filed and it is therefore essential to defer the
filing of such registration statement, the Company shall have the
right, not more than once in every 12-month period, to defer such
filing for a period of not more than one hundred twenty (120) days
after receipt of the request of the Initiating Holders.
2.4. The Company shall not be required to effect more than two (2)
registrations under this Section 2 (and with respect to F-3
registrations - an unlimited number of such registrations).
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3. INCIDENTAL (PIGGYBACK) REGISTRATION
3.1. If the Company at any time proposes to register any of its securities
(other than a registration of securities to be offered to employees
pursuant to an employee benefit plan on form S-8 or a registration in
connection with an exchange offer or any acquisition and other than in
a demand registration under Section 2 of this Agreement), it shall
give notice to the Holders and to the other shareholders in each such
case of such intention. Upon the written request of any Holder and any
other shareholder given within twenty (20) days after receipt of any
such notice, the Company shall include in such registration all of the
Registrable Securities and the other shares indicated in such request,
so as to permit the disposition of the shares so registered.
3.2. Notwithstanding any other provision of this Section 3, if the managing
underwriter advises the Company in writing that marketing factors
require a limitation of the number of shares to be underwritten, or if
there shall be any other limitation on the number of shares which the
Company may register, then first the registration will include all of
the shares the Company proposes to register, and then, of the
remaining, if any, shares to be underwritten, 80% of the quantity
available for registration will be allocated to the Holders (to be
allocated between those Holders participating in the registration,
pro-rata to the respective number of Registrable Securities requested
by each Holder to be included in the registration and 20% will be
allocated to the other shareholders (to be allocated between those
shareholders participating in the registration, pro-rata to the
respective number of shares requested by each of them to be included
in the registration).
3.3. The Company shall be required to effect an unlimited number of
piggyback registrations under this Section 3.
4. OBLIGATIONS OF THE COMPANY
Whenever required under this Agreement to file a registration statement
with respect to the Registrable Securities or other shares, the Company
shall use its best efforts to comply, as expeditiously as reasonably
possible, with the provisions of the following sub-sections.
4.1. The Company will prepare and file with the SEC a registration
statement with respect to such Registrable Securities and other shares
and use its best efforts to cause such registration statement to
become effective, and keep such registration statement current and
effective for up to one hundred and twenty (120) days.
4.2. The Company will prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement.
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4.3. The Company will furnish to the Holders and the other shareholders
such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act,
and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.
4.4. The Company will register and qualify the securities covered by such
registration statement under such other securities or blue sky laws of
such jurisdictions as shall be reasonably requested by the Holders.
4.5. In the event of any underwritten public offering, the Company will
enter into and perform its obligations under an underwriting agreement
with terms generally satisfactory to the managing underwriter of such
offering. Each Holder and other shareholder participating in such
underwriting shall also enter into and perform its obligations under
such an agreement.
4.6. The Company will cause all Registrable Securities and other shares
registered pursuant thereunder to be listed on each securities
exchange on which similar securities issued by the Company are then
listed.
4.7. The Company will provide a transfer agent and registrar for all
Registrable Securities and other shares registered pursuant hereunder
and a CUSIP number for all such Registrable Securities and other
shares not later than the effective date of such registration.
4.8. The Company will furnish, at the request of any Holder and any other
shareholder requesting registration of Registrable Securities and
other shares pursuant to Section 3, on the date that such Registrable
Securities and other shares are delivered to the underwriters for sale
in connection with a registration pursuant to Section 3 (if such
securities are being sold through underwriters), or on the date that
the registration statement with respect to such securities becomes
effective (if such securities are not being sold through
underwriters), the following documents: (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
underwriters in an underwritten public offering, addressed to the
underwriters, if any, (ii) a letter dated such date, from the
independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and (iii) such other documents
as may reasonably be requested by the underwriters.
4.9. The Company shall endeavor to assist the Holders in selling their
Registrable Securities, according to the applicable laws, without
imposing on the Company any legal expenses, except for those
specifically set forth herein.
4.10 the Agreement shall terminate at the fifth (5) anniversary as of the
IPO.
5. INFORMATION
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It shall be a condition precedent to the obligations of the Company to take
any action pursuant to this Agreement that the selling Holders and the
other shareholders shall furnish to the Company such information regarding
themselves, the Registrable Securities and the other shares held by them,
and the intended method of disposition of such securities as shall be
required to effect the registration of their Registrable Securities and
other shares.
6. EXPENSES OF REGISTRATION
All expenses incurred in connection with any registration pursuant to this
Agreement (excluding underwriter's commissions and fees or any fees of
others employed by a selling Holder and other shareholder, but including
reasonable fees of one counsel chosen by the majority of selling Holders),
including without limitation all registration, filing and qualification
fees, printers' and accounting fees and fees and disbursements of counsel
and auditors for the Company, shall be borne by the Company.
7. UNDERWRITING REQUIREMENTS
7.1. In connection with any offering involving an underwriting of
securities being issued by the Company, the Company shall not be
required under Section 2 or Section 3 to include any of the Holders'
and the other shareholders' securities in such underwriting unless
they accept the terms of the underwriting as agreed upon between the
Company and the underwriters.
7.2. In the case of any registration effected pursuant to Section 2 above,
the majority of the Holders participating shall have the right to
designate the managing underwriter(s) in any underwritten offering,
provided that such managing underwriter(s) shall be either one of the
Lead Underwriter or Co-Manager in the Company's IPO or an underwriter
which is among the 20 leading underwriting firms as measured by
revenues.
7.3. In case of any registration initiated by the Company, the Company
shall have the right to designate the managing underwriter in any
underwritten offering.
8. INDEMNITIES
8.1. To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, the officers and directors of each Holder, any
underwriter (as defined in the Securities Act) for such Holder and
each person, if any, who controls such Holder or underwriter within
the meaning of the Securities Act or the 1934 Act, against any losses,
claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the 1934 Act or any state
securities law or regulation, insofar as such losses, claims, damages,
or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following events, omissions or violations
(collectively a "VIOLATION"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus
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contained therein or any amendments or supplements thereto, (ii) 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, or (iii) any violation or alleged violation by the Company
of the Securities Act, the 1934 Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the 1934 Act
or any state securities law; and the Company will further reimburse
each such Holder, officer or director, underwriter or controlling
person for any legal or other expenses reasonably incurred by them in
a connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity
agreement contained in this Section 8.1 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall
the Company be liable in any such case for any such loss, claim,
damage, liability or action to the extent that it arises out of or is
based upon a Violation which occurs in reliance upon and in conformity
with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling
person.
8.2. To the extent permitted by law, each selling Holder (only with respect
to itself) will indemnify and hold harmless the Company, each of its
directors and officers, any underwriter (as defined in the Securities
Act) for the Company, each person, if any, who controls the Company or
any such underwriter within the meaning of the Securities Act or the
1934 Act, and any other Holder selling securities in such registration
statement or any of its directors of officers or any person who
controls such Holder against any losses, claims, damages, or
liabilities (or actions in respect thereto) which arise out of or are
based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity
with written information furnished by such Holder expressly for use in
connection with such registration; and each such Holder will reimburse
any legal or other expenses reasonably incurred by the Company or any
such director, officer, any person who controls the Company, any
underwriter or controlling person of any such underwriter, any such
other Holder and its officers, directors or controlling persons in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity
agreement contained in this Section 8.2 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the
Holder (which consent shall not be unreasonably withheld), and
provided further that the obligations of each selling Holder hereunder
shall be limited to an amount equal to the proceeds of each such
selling Holder of the shares sold by such selling Holder pursuant to
such registration.
8.3. Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is
to be made against any indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to
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participate in, and (to the extent the indemnifying party so desires)
jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties.
The failure to notify an indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such
indemnifying party of any liability that it may have to any
indemnified party otherwise than under this Section 8, and will not
relieve such indemnifying party of his liability to the extent that
his position with regard to the claim to be so indemnified by him was
not prejudiced by the failure or delay to give prompt notice.
9. REPORTS UNDER THE 1934 ACT
If the Company is a Public Corporation, then with a view to making
available to the Holders the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the SEC that may at any
time permit a Holder to sell securities of the Company to the public
without registration or pursuant to a registration form which permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC, the Company agrees to:
9.1. Make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times;
9.2. File with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the 1934 Act; and
9.3. Furnish to any Holder so long as the Holder owns any Registrable
Securities forthwith upon reasonable request (i) a written statement
by the Company that it has complied with the reporting requirements of
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 be
reasonably requested in availing any Holder of any rule or regulation
of the SEC permitting the selling of any such securities without
registration or pursuant to such form.
10. LOCK-UP
In any registration of the Company's shares, all Holders and the Founder
agree to abide by such customary "Lock Up" period of up to one hundred and
eighty (180) days following the IPO, as may be required by the underwriter
of such registration of shares.
11. ASSIGNMENT OF REGISTRATION RIGHTS
Any of the Holders may assign its rights to cause the Company to register
shares pursuant to this Registration Rights Agreement to a transferee of
all or any part of its Registrable Securities. The transferor shall, within
twenty (20) days after such transfer, furnish the Company with written
notice of the name and address of such transferee and the
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securities with respect to which such registration rights are being
assigned, and the transferee's written agreement to be bound by this
Registration Rights Agreement.
12. RIGHTS THAT MAY BE GRANTED TO SUBSEQUENT INVESTORS
In the event that the Company shall grant to subsequent investors in the
Company rights of registration which are on better terms and conditions to
such investors, or preferential to the Holders' rights hereunder, the
Holders shall be entitled to the same better or preferential registration
rights hereunder with no further action required unless agreed otherwise by
a 2/3 majority of the Holders.
13. REGISTRATIONS OUTSIDE THE US
The provisions hereof shall also apply in connection with any registration,
listing or public offering of the Company's securities outside of the U.S.,
mutatis mutandis.
14. ACCEPTANCE OF TERMS
14.1. As concerning Clauses 8, 9, 10 and 11 hereof, the term "Holder" shall
include any other shareholder who requests registration of securities
held by it/him.
14.2. Any request for registration made by any Holder or other shareholder
pursuant to this Agreement, shall be interpreted to mean that the
requesting party accepts and agrees to all the terms and conditions of
this Agreement; and the Company will not be required to affect
registration of the securities held by any requesting party unless
such party confirms in writing its acceptance of and agreement to the
terms and conditions of this Agreement, if so required by the Company.
14.3. This Registration Rights Agreement cancels and supercedes that
certain Registration Rights Agreement signed between the Company and
certain Investors (as defined thereunder), dated March 24, 1998.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date first
hereinabove set forth.
/s/ ▇▇▇▇ ▇▇▇▇▇
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Saifun Semiconductors Ltd.
By: ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Title: CEO and President
Date: 4/10/2000
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IN WITNESS WHEREOF the parties have signed this Agreement as of the date first
hereinabove set forth.
NAME OF SHAREHOLDER SIGNATURE
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▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Date: 2/10/2000
▇▇▇▇▇,▇▇▇▇ and Anat Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Date: 2/10/2000
▇▇▇▇, ▇▇▇▇ and Adi Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Date: 2/10/2000
Shikmat Eitan Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Date: 2/10/2000
Notziz Atuf Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Date: 2/10/2000
Deboranit Ha'horesh Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Date: 2/10/2000
▇▇▇▇▇ ▇▇▇▇▇▇ (in trust for employees
& Ass) By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Date: 3/10/00
Tower Semiconductor Ltd. By: /s/ [illegible]
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Date: 4/10/00
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STI Venture Fund Ltd. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Date:
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P.L.E 1997 Ltd. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Date: 3/10/00
Gemini ▇▇▇▇▇▇ ▇▇ Parallel Fund L.P. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇ ▇▇▇▇
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Date: October 3, 2000
Gemini ▇▇▇▇▇▇ ▇▇ L.P. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇ ▇▇▇▇
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Date: October 3, 2000
Advant PGGM Gemini L.P. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇ ▇▇▇▇
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Date: October 3, 2000
Targa Capital Ltd. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Date: October 3, 2000
Partners Financial Managers Inc. By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Date: Oct. 3rd 2000
Mallard Investments L.P. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Date: Oct. 3rd 2000
Samro B.V. By: /s/ Sylvan (▇▇▇▇▇▇) Branchfeld
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Date: 10/3/00
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Gemini Partners Investors L.P. By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Date: October 3, 2000
K.T. Concord Ventures Fund (Cayman) By: /s/ ▇▇▇▇▇ ▇▇▇▇
L.P. ------------------------------------
Date: 10/3/00
K.T. Concord Ventures Funds (Israel)
L.P. By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Date: 10/3/00
Deaneary Investments Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
Aftis Technology Investments Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
Lorentech Technologies Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
York Holdings Group Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
L.U.D.O. (Holdings) Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
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Moritz Israeli Investments Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
▇▇▇▇▇▇ Israeli Investments Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
Virtgotech Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
Alumot Technology Investments Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
Kanfei Zahav Investment Company Ltd. By: /s/ ▇▇▇▇▇▇
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Date:
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T.B.S. Group Ltd. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Date: 3/10/05
Gad Shilo By: /s/ Gad Shiloh
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Date: 4/10/00
▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Date: 4/10/00
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▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇
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Date: 3 Oct. 2000
Bank Hapoalim By: /s/ [illegible]
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Date: October 5, 2000
Clal Electronics Industries Ltd. By: /s/ [illegible]
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Date:
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M-Systems Flash Disk Pioneers Ltd. By: /s/ [illegible]
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Date: Oct. 2, 2000
Gemini Israel III LP By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇ ▇▇▇▇
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Date: October 3, 2000
Infineon Technologies AG By: /s/ [illegible]
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Date: October 5, 2000
BAS Capital Funding Corporation By: /s/ [illegible]
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Date: October 2, 2000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Equity
Funding Inc. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Date: 10/2/00
Microdent Ltd. By: /s/ [illegible]
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Date: 3/10/05
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▇▇▇▇▇ Investments Ltd. By: /s/ ▇▇▇▇▇▇
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Date: 3/10/00
Neon Holdings Ltd. By: /s/ Manacor S.A.
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Date: 4/10/00
Pre-Seed hi-tech Investment By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Date: 3/10/00
▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Date: 3/10/00
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