EX-99 2 v069447_ex99.txt Addition Closing Addendum No. 3 to Share Purchase Agreement This Addendum (the "Addendum") is entered into as of March 20, 2007 by and among Radview Software Ltd., an Israeli corporation, corporate registration number 51-162795-2 (the "Company") and Fortissimo Capital Fund GP, L.P. on behalf of the several partnerships in which it serves as the general partner, (the "Investor"), as an addendum to that certain Share Purchase Agreement entered into by and among the Company and the Investors (as therein defined, and for the purpose of this Addendum, the "SPA Investors") on April 4, 2006 (the "SPA"). W I T N E S S E T H: WHEREAS, the Company and the SPA Investors entered into the SPA under which, inter alia, at the First Closing: (i) the SPA Investors purchased from the Company 25,000,000 Acquired Shares, at a purchase price of US$0.03 per share and for an aggregate purchase price of US$750,000, and (ii) the Company issued to the SPA Investors 18,750,000 Warrants, exercisable into 18,750,000 Warrant Shares, for an exercise price of US$0.04 per Warrant Share; and WHEREAS, pursuant to section 3 of the SPA, during a period ending 18 months following the First Closing, each SPA Investor may, at its sole discretion, invest, in one or more investment transactions additional amounts, amounting in the aggregate, for all SPA Investors, to a total of US $2,250,000; and WHEREAS, the parties hereto entered into Addendum No. 1 to the SPA and in connection therewith, the Investor invested $700,000 in the Company, and an additional $500,000 was invested in accordance with the terms of Addendum No. 2; and WHEREAS, the Investor wishes to make an additional investment in the Company under the terms and conditions set forth in the SPA, and has, in accordance with Section 3.1 of the SPA, set the amount of the Additional Purchase Price at $500,000; and WHEREAS, in consideration for the Additional Purchase Price, the Company is to issue to the Investor Additional Acquired Shares and Additional Warrants to purchase Additional Warrant Shares; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows: 1. INTERPRETATION; DEFINITIONS 1.1 The Recitals and Schedules hereto constitute an integral part hereof. 1.2 The headings of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 1.3 Capitalized terms used herein and not otherwise defined shall have the meaning as set forth in the SPA. 2. SALE OF ADDITIONAL SHARES 2.1 At the Additional Closing, the Company shall issue and allot to the Investor, and the Investor shall purchase from the Company that number of the Company's Additional Acquired Shares, set opposite the Investor's name in the Amended Schedule A, at a purchase price of US $0.03 per share. 2.2 In addition to the Additional Acquired Shares, at the Additional Closing, the Company shall issue to the Investor that number of Additional Warrants to purchase additional Warrant Shares, set opposite the Investor's name in the Amended Schedule A, at an exercise price of US$0.04 per Additional Warrant Share. The Additional Warrants shall be in the form attached as Schedule 5.2.1(c) to the SPA. 1 2.3 The Company hereby represents and warrants that the Additional Acquired Shares and the Additional Warrants shall be, when issued in accordance with the terms and conditions of the SPA and this Addendum, duly authorized, validly issued, fully paid, non-assessable, and free of any preemptive right, third party rights and Encumbrances. 3. THE ADDITIONAL CLOSING The transactions contemplated herein shall take place on March 20, 2007 (the "Additional Closing"), to be held at the offices of Amit, Pollak, Matalon & Co., NYP Tower 19th Floor, 17 Yitzhak Sade St., Tel Aviv, Israel, or at such other date, time and place as the parties shall have mutually agreed to. 3.1 At the Additional Closing, the following transactions shall occur simultaneously: 3.1.1 The following documents shall have been provided to the Investor: (a) Validly issued share certificates for the Additional Acquired Shares in the name of the Investor, together with signed notices to the Registrar of Companies regarding the Additional Acquired Shares; and (b) The Additional Warrants, duly executed by the Company and issued to the Investor, in the amounts set forth in the Amended Schedule A; 3.1.2 The Investor shall pay to the Company its proportional share of the Additional Purchase Price as set next to its name in the Amended Schedule A, by way of a bank transfer to the Company's account, pursuant to wiring instructions given in writing by the Company prior to the Additional Closing. 4. NEW OPTIONS 4.1 In consideration of Fortissimo accelerating each Additional Closing, the Company will use its best efforts to obtain shareholder approval at its next shareholder meeting in order to approve the grant of a new option (the "New Option") to Fortissimo that will provide to Fortissimo an option to acquire the identical amount of shares and warrants at the same terms as were available to Fortissimo at each Additional Closing. 4.2 In the event that the grant of a New Option is approved by the shareholders of the Company, the Company shall have the ability to acquire the Additional Shares and the Additional Warrants that were issued to Fortissimo at each Additional Closing with respect to which a New Option was granted, at the same price at which such securities were acquired plus 8% interest per annum for a period of twelve months from the date the new Option was issued. 5. OTHER PROVISIONS 5.1 Each of the parties hereto hereby represents that this Addendum constitutes the valid, binding and enforceable obligation of such party and that execution, delivery and performance of the obligations of such party hereunder have been duly authorized by all necessary corporate actions. 5.2 Other than as explicitly provided herein, nothing herein shall be deemed to amend or derogate in any manner from the terms and provisions of the SPA and the Schedules thereto, which shall remain in full force and effect. 2 IN WITNESS WHEREOF, each of the parties has signed this Second Addendum as of the date first written hereinabove. Radview Software Ltd Fortissimo Capital Fund GP LP. By: Fortissimo Capital (GP) Management By: ____________________ Fund Ltd, its general partner Name: _________________ By: ______________________ Name: Yuval Cohen Title: ___________________ Title: Director 3 Amended Schedule A
Original Investment Addendum No. 1 --------------------------------------- ------------------------------------------ Name of Address Portion of Number of Number of Portion of Number of Number of Investor Purchase Price Acquired Warrants Additional Additional Additional in US$ Shares Purchase Price Acquired Warrants in US$ Shares --------------- ------------------------------ ------------- ------------ ---------- ------------- ----------- --------------- Fortissimo c/o Marc Lesnick Capital Fund, LP Fortissimo Capital Management $ 20,063 668,773 501,580 $ 24,968 832,267 624,200 Ltd. 14 Hamelacha Street Park Afek, Rosh Haayin 48091 Fax: +972-3-9157411 Fortissimo c/o Marc Lesnick $506,090 16,869,681 12,652,261 $ 629,801 20,993,367 15,745,025 Capital Fund Fortissimo Capital Management (Israel), LP Ltd. 14 Hamelacha Street Park Afek, Rosh Haayin 48091 Fax: +972-3-9157411 Fortissimo c/o Marc Lesnick Capital Fund Fortissimo Capital Management (Israel-DP), LP Ltd. $ 36,346 1,211,545 908,659 $ 45,231 1,507,700 1,130,775 14 Hamelacha Street Park Afek, Rosh Haayin 48091 Fax: +972-3-9157411 Yehuda Zisapel 24 Raoul Wallnberg Street $125,000 4,166,667 3,125,000 $ 0 0 0 Tel-Aviv 69719, Israel Fax: +972-3-6440639 Cc: Yael Langer, Adv. RAD Bynet Group Legal Department 24 Raoul Wallenberg St. Tel-Aviv 69719, Israel Fax: +972-3-6498248 Shem Basum Ltd. C/o Shai Beilis $ 50,000 1,666,667 1,250,000 $ 0 0 0 8 Hanna Senesh St. Kfar Saba Fax: +972-9-960-1818 E-mail: shai@FormulaVentures.com Michael Chill 210 West 89th Street $ 12,500 416,667 312,500 $ 0 0 0 Apt. 4-N, New York NY 10024 Email: mchill@paramountbio.com Phone: 212-554-4211 Cell: 646-245-2457 --------------- ------------------------------ ------------- ------------ ---------- ------------- ----------- ------------ Total 750,000 25,000,000 18,750,000 $ 700,000 23,333,334 17,500,000
Addendum No. 2 Addendum No. 3 TOTAL --------------------------------------- ---------------------------------------- ------------------------------ Portion of Number of Number of Portion of Number of Number of Portion of Total Total Number Additional Additional Additional Additional Additional Additional Purchase Price of Acquired Name of Purchase Price Acquired Warrants Purchase Price Acquired Warrants in US$ Shares Investor in US$ Shares in US$ Shares ---------------- ------------- ----------- ----------- -------------- --------- ---------- --------------- ------------- Fortissimo Capital Fund, LP $ 7,321 244,033 183,025 $ 18,113 603,767 452,825 $ 70,465 2,348,840 Fortissimo Capital Fund $460,364 15,345,467 11,509,100 $449,586 14,986,200 11,239,650 $2,045,841 68,194,715 (Israel), LP Fortissimo $ 32,315 1,077,167 807,875 $ 32,301 1,076,700 807,525 $ 146,193 4,873,112 Capital Fund (Israel-DP), LP Yehuda Zisapel $ 0 0 0 $ 0 0 0 125,000 4,166,667 Shem Basum Ltd. $ 0 0 0 $ 0 0 0 $ 50,000 1,666,667 Michael Chill $ 0 0 0 $ 0 0 0 $ 12,500 416,667 -------- ---------- ---------- -------- ---------- ---------- ---------- ---------- $500,000 16,666,667 12,500,000 $500,000 16,666,667 12,500,000 $2,450,000 81,666,668
Name of Total Number Investor of Warrants ---------------- ------------ Fortissimo Capital Fund, LP 1,761,630 Fortissimo Capital Fund 51,146,036 (Israel), LP Fortissimo 3,654,834 Capital Fund (Israel-DP), LP Yehuda Zisapel 3,125,000 Shem Basum Ltd. 1,250,000 Michael Chill 312,500 ---------- 61,250,000