F-4/A










Exhibit 10.3  





 AMENDED AND RESTATED
CONVERTIBLE LOAN AGREEMENT  





 THIS AMENDED AND RESTATED
CONVERTIBLE LOAN AGREEMENT (the “Agreement”), amending and restating that
certain Convertible Loan Agreement dated October 29, 2007, (the “Prior Loan
Agreement”) by and among Negevtech Ltd., a company incorporated under the laws of the
State of Israel (the “Company”) and the lenders listed hereunder (the
“Lenders”), IS MADE by and among the Company and the Lenders as of this 5th day
of June, 2008. 



         WHEREAS,
the Company and the Lenders are parties to the Prior Loan Agreement; 



         WHEREAS
under the Prior Loan Agreement the Lenders provided to the Company the Loan Principal
Amount (as defined thereto) in an aggregate amount of $10,000,000 under the terms and
conditions of the Prior Loan Agreement; 



         WHEREAS,
the Company and the Lenders have entered into a certain Shareholder’s Letter
Agreement dated March 6 2008 (the “Shareholders’ Letter”) pursuant
to which inter alia, the Company and the Lenders agreed: (i) to amend the terms of the
Prior Loan Agreement in such manner as to provide for the automatic conversion of all
amounts outstanding and owed by the Company (including interest accrued thereon) under the
Prior Loan Agreement, immediately after the merger contemplated in that certain Agreement
and Plan of Merger dated March 6 2008 (as may be amended) by and among the Company, Israel
Growth Partners Acquisition Corporation (“IGPAC”) and Negevtech
Acquisition Subsidiary Corp., (the “IGPAC Merger Agreement”) becomes
effective (the “IGPAC Merger” and the “Effective Time”
respectively); and (ii) to buy immediately after the Effective Time, Ordinary Shares of
the Company, nominal value NIS 1.00 each, in an aggregate amount of up to $5,000,000 under
the terms of the Shareholders’ Letter (the “$5M Investment Amount”); 



         WHEREAS,
the Lenders further agreed that an aggregate amount of $2,000,000 out of the $5M
Investment Amount shall be advanced to the Company by way of convertible loans under the
terms of this Agreement as set forth hereinafter; 



         WHEREAS
in order to reflect the foregoing agreements, the Company and the Shareholders’ (i)
have entered on the same date hereof into an Amended and Restated Shareholders’
Letter , a copy of which is attached hereto as Exhibit A (the
“Amended Shareholders Letter”) and (ii) desire to amend, restate and
supercede the Prior Loan Agreement in accordance with Section 9 of the Prior Loan
Agreement, to read as set forth herein; 











         NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the
parties hereby agree that the Prior Loan Agreement is hereby amended, and restated in its
entirety, to be read as follows: 



1.     Loan  





          (a)        
          The parties hereby represent and confirm that the Lenders have provided to the
          Company and the Company has received from the Lenders under the Prior Loan
          Agreement, an aggregate amount of $5,000,000 (the “First Loan
          Amount”) and an additional aggregate amount of $5,000,000 (the
          “Additional Loan Amount”). The portion of the First Loan Amount
          and the Additional Loan Amount that has been provided by each Lender is set
          forth on Annex A1, A2 hereto opposite each Lender’s
          name. 



          (b)        
          Subject to the terms and conditions hereof, the Lenders shall lend the Company
          an additional aggregate amount of $2,000,000 (Two Million US Dollars) which
          shall be extended to the Company in 2 (two) equal installments of $1,000,000
          (One Million US Dollars) each, as follows, (i) first installment shall be
          extended to the Company no later than June 5, 2008 and (ii) second installment
          shall be extended to the Company on June 29, 2008. The aggregate amount of such
          two installments shall be referred hereinafter as the “Third Loan
          Amount”. 



         The
portion of the Third Loan Amount to be provided by each Lender is set forth opposite each
Lender’s name on Annex A3 attached hereto. The obligation of
each Lender to provide such Lender’s portion of the Third Loan Amount is several and
not jointly with the other Lenders. 



         The
First Loan Amount, the Additional Loan Amount and the Third Loan Amount shall be referred
hereinafter as the “Loan Principal Amount”. 



          (c)        
          The Loan Amount (as defined below) shall be used by the Company as general
          working capital in accordance with the budget which shall be approved by the
          Board of Directors of the Company from time to time (the
          “Budget”). 



 2.     Closing
of the Third Loan Amount  



         The
closing of the transaction of the Third Loan Amount (the “Third Closing”)
shall take place in accordance with the provisions of section 1(b) above and shall be
subject to the fulfillment of all of the conditions set forth in Section 3 hereof. At each
installment of the Third Loan Amount, each Lender shall pay to the Company such pro rata
amount set forth opposite such Lender’s name in Annex A3, by wire transfer to
the Company’s bank account. 












 3.     Conditions
to Third Closing.  



     3.1        The
obligations of the Lenders under Section 2 are subject to the fulfillment on or before
each installment of the Third Loan Amount , of each of the following conditions:  



	 	       3.1.1 	 receipt
of the approval of the Board of  Directors of the Company (the  "Board") for
                  the execution, delivery and performance by the Company of this
Agreement, 







	 	       3.1.2 	 the
 execution  and  delivery by the  Company,  the Lenders and IGPAC of the Amended
                  Shareholders' Letter, and 







	 	 3.1.3 	 all
representations and warranties of the Company contained in Section 6 below shall be true
and correct in all material respects at the time of each installment of the Third Loan
Amount as though made again at that time. 






     3.2        Each
Lender hereby agrees and undertakes to vote all its shares for the adoption of the
resolutions need to be taken by the shareholders of the Company in connection with the
approval and authorization of the execution, delivery and performance by the Company of
this Agreement and the transactions contemplated under this Agreement, including creation
and authorization of such additional number of shares of the Company’s Series-A-1
Preferred Shares and Ordinary Shares as shall be necessary in order to comply with the
Company’s undertakings under this Agreement in connection with the Lenders’conversion
rights set forth hereinafter.  



 4.     Terms of
Loan  



         This
Loan Principal Amount is subject to the following terms and conditions:  




          (a)       
          Maturity Date. The entire unpaid balance of the loans provided under the
          Prior Loan Agreement and this Agreement, including the Loan Principal Amount and
          all accrued and unpaid Interest thereon (the “Loan Amount”),
          shall be immediately due and payable on the earlier of (i) January 31, 2009 (ii)
          such other date decided by the Board to the extent that the financial condition
          of the Company has been significantly improved, as was determined by the Board
          in its sole discretion (the “Maturity Date”). 



        It
is hereby agreed and clarified that notwithstanding anything to the contrary in this
Agreement, the repayment of the Loan Amount or any part thereof, for any reason
whatsoever, shall be subordinated to and subject to the full repayment of all amounts
(including all accrued and unpaid interest thereon) due by the Company to Plenus
Technologies Ltd., Plenus II L.P. and/or Plenus II (D.C.M.) L.P. (“Plenus”)
under the agreements entered between Plenus and the Company, dated October 11, 2005 and
October 14, 2005 as amended (the “Plenus Agreement”). 











         It
is hereby agreed and clarified that notwithstanding anything to the contrary contained in
this Agreement, the Prior Loan Agreement or any other document, the Lenders acknowledge
and agree that (i) no amounts may be paid to them on account of the Loan Principal
Amount unless and until all amounts due to Plenus from the Company under the 
Plenus Agreement have been paid in full, (ii) no Event of Default under this
Agreement (or any other loan agreement between the Company and all or any of
the Lenders) may be declared unless and until an Event of Acceleration is declared by
Plenus under the Plenus Agreement, provided, however that the foregoing shall
not derogate from the Lenders’ right to enforce their rights to cause
the Company to comply with its obligations under this Agreement to convert
any Loan Amount outstanding under the terms hereof (including all accrued and unpaid
Interest thereon) into shares of the Company, all pursuant to the provisions of this
Agreement and (iii) all amounts payable on account of the Loan Principal Amount shall be
deemed an “unsecured debt”. 



          (b)       
          Interest. Interest on the unpaid Loan Principal Amount shall accrue with
          respect to each installment payment from the date of the actual payment of such
          respective installment to the Company, at a rate equals to LIBOR for one year
          plus 2.3% per annum, compounded annually (and prorated with respect to any
          portion thereof), until the entire Loan Amount is paid in full (the
          “Interest”). 









    (c)        Conversion.  



	 	         (i)
Optional Conversion. Each Lender may, at its own discretion, either (a)
          convert the applicable amount of the Loan Amount (including any Interest
accrued           thereon) due to such Lender or any part thereof, into shares of the
          Company’s Series A-1 Preferred Shares (the “A-1 Shares”), with a
          price per share of $1.3235 (the “A-1 Price”), or, in case the Company
          has consummated another equity financing prior to such Lender’s election
          (the “New Equity financing”), into shares of the Company’s
equity           securities which have been issued and sold at the closing of such New
Equity           Financing. The number of A-1 Shares to be issued to each Lender upon
such           conversion shall be equal to the quotient obtained by dividing the
outstanding           Loan Amount (and any Interest accrued thereon) provided by such
Lender by the           A-1 Price, rounded to the nearest whole share, or (b) demand in
writing the           repayment in full of the Loan Amount provided by such Lender,
together with any           Interest accrued thereon, within 7 days of receipt of such
demand; provided that           such demand of repayment may be made only following the
Maturity Date and           provided further that such repayment shall be subject to the
rights of Plenus           under the Plenus Agreement.  







	 	        (ii) Automatic
Conversion In the event that a Lender has elected to demand the           repayment
of its applicable amount of the Loan Amount in accordance with           subsection
(c)(i) above, and the Company does not have available cash for the           repayment of
the outstanding Loan Amount due to such Lender or any part thereof           (as shall be
determined by the Company’s Board of Directors), such Loan           Amount or any
part thereof which the Company is unable to repay, shall           automatically be
converted into A-1 Shares based on the A-1 Price or, in case           the Company has
consummated a New Equity financing (as defined above), into           shares of the
Company’s equity securities which have been issued and sold           at the closing
of such New Equity Financing, unless the Lender has decided to           defer the
Maturity Date of such Loan Amount or any part thereof which the           Company is
unable to repay.  















        In
case of conversion of the Loan Amount either under this subsection (ii) or subsection (i)
above into the Company’s equity securities which have been issued and sold at the
closing of a New Equity Financing and if more than one class or series of equity
securities are issued as part of the New Equity Financing, then the Lenders shall be
entitled to the most favorable class or series of equity securities issued in such
financing, and in the event that the New Equity Financing includes issuances of shares of
the same class at different prices per share, then the Lenders shall be entitled to
receive the lowest of such prices. The number of shares to be issued to each Lender upon
such conversion shall be equal to the quotient obtained by dividing (x) the outstanding
Loan Amount (and any Interest accrued thereon) provided by such Lender by (y) the price
per share of the equity securities paid by investors in the New Equity Financing, rounded
to the nearest whole share, and such shares shall be of the same class and have such
rights (including with respect to original issuance price, liquidation preference,
conversion price and with respect to any other securities, warrants or other rights issued
or provided as part of the New Equity Financing) as those of the New Equity Financing, and
the Lenders shall be deemed to be investors in the New Equity Financing for all purposes 



	 	         (iii)
Mechanics and Effect of Conversion. No fractional shares of the           Company’s
share capital will be issued upon conversion of the Loan Amount,           and the number
of shares will be rounded down to the nearest whole number. Upon           conversion of
the Loan Amount pursuant to this Section 4, the Lenders shall           surrender this
Agreement duly endorsed, at the principal offices of the Company.           At its
expense, the Company will, as soon as practicable after the date any           conversion
is effected under this Agreement, issue and deliver to the Lenders, a
          certificate or certificates for the number of shares to which each Lender is
          entitled upon such conversion, together with such other securities and property
          to which the Lenders are entitled upon such conversion under the terms of this
          Agreement. Upon conversion of the Loan Amount, the Company will be forever
          released from all of its obligations and liabilities (other than those relating
          to the representations and warranties in Section 6) under this Agreement,
          including without limitation the obligation to pay the Loan Amount (including
          any accrued Interest thereon).  








    (d)        Exit
Event. In the event that, prior to either (i) a conversion of the           Loan
Amount into investment in the Company or the repayment of the Loan Amount
          pursuant to subsections (c)(i) or (c)(ii) above, or (ii) the repayment of the
          Loan Amount upon Event of Default pursuant to section (e) below, an Exit Event
          occurs, then, immediately prior to such Exit Event, the Loan Amount and any
          Interest accrued thereon, shall either, at the Lender’s own
          discretion (A) automatically be converted into the securities issued at the
          Company’s last round of financing took place before the Exit Event, at a
          price per share equals to the lower of (i) the price per share
applicable           to the Exit Event, (which calculation shall assume the conversion of
the Loan           Amount as aforesaid), (ii) the price per share paid at the Company’s
last           round of financing took place before the Exit Event and (iii) the A-1
Price or (B) be immediately due and payable out of the consideration received
          in connection with such Exit Event, whether such consideration is in cash or a
          non-cash consideration.  











         For
the purposes of this Agreement, “Exit Event” shall mean, the Company’s IPO
or its merger into, acquisition by, sale of majority of its outstanding share capital or
sale of all or substantially all its assets to another entity, or any other transaction or
series of transactions resulting in the sale of more that 50% of the Company’s voting
power to another entity or person. Notwithstanding the foregoing, it is agreed that the
merger contemplated under the IGPAC Merger Agreement shall not be deemed an “Exit
Event”. 



     (d1)        Conversion
Upon IGPAC Merger 



         Except
for the names of the parties to this Agreement, capitalized terms used in this Section
4(d1) (and not otherwise defined in this Section 4(d1)) shall have the same meaning
ascribed to them in the IGPAC Merger Agreement: 



         Notwithstanding
anything to the contrary in this Agreement, in the event of and subject to, the occurrence
of the Closing under the IGPAC Merger Agreement, all applicable amounts outstanding and
due by the Company toward each Lender under this Agreement, including accrued interest
(the “Loan Conversion Amount”) shall automatically be converted immediately
after the Effective Time into such number of Company’s Ordinary Shares, resulting
from dividing the dollar amount of the Loan Conversion Amount by the Price Per Share (as
defined below). Such Company’s Ordinary Shares will be issued to the Lenders pro-rata
based on the respective amount out of the Loan Conversion Amount provided by each of them,
all as indicated opposite such Lender’s name in the Pro Rata Conversion Table
attached hereto as Annex B to this Agreement. Subject to the occurrence of the
Closing, the Lenders will not in any way require the Company to pay any amounts owed and
outstanding under this Agreement, and will waive all rights to payment under this
Agreement in exchange for the Company’s undertakings under this subsection 4(d1) and
its undertaking to convert the Loan Conversion Amount into Ordinary Shares of the Company
as provided above. 



         For
the purpose of this subsection 4(d1): 



         The term
“Price Per Share” shall mean the price per share of each Ordinary Share
of the Company equal to the quotient determined by dividing (X) the amount in the
Trust Fund, calculated as of two Business Days prior to the Effective Time, by
(Y) the total number of shares of Class B Common Stock then outstanding (prior to any
conversion of Class B Common Stock held by holders who did not vote against the Merger
into shares of IGPAC Common Stock, as set forth in Section 1.5a(i) of the IGPAC Merger
Agreement) and such quotient divided further by (Z) the Exchange Ratio. 











         For
avoidance of doubt, in the event that the Closing under the IGPAC Merger Agreement shall
not occur for any reason whatsoever, the foregoing automatic conversion under this
subsection 4(d1) shall not apply and each Lender shall have the right to either demand the
repayment of, or convert its pro-rata portion of the Loan Conversion Amount pursuant and
in accordance with the provisions of Section 4(a), 4(c) and/or 4(d) of this Agreement, as
the case may be. 



          (d2)       
          Conversion of the Third Loan Amount 



         (i) Notwithstanding
the foregoing, the automatic conversion and the waiver of           repayment of the Loan
Conversion Amount pursuant to subsection 4(d1) above,           shall apply to the Third
Loan Amount and any accrued interest thereto, only to           the extent necessary in
order that the Parent Post Closing Net Cash (as such           term is defined in the
Amended Shareholders’ Letter) shall be equal to           $55,000,000.  





         (ii)
          For avoidance of doubt, the pro rat portion of any due and outstanding amount
of           the Third Loan Amount which has not been automatically converted pursuant to
          subsections 4(d1) and/or 4(d2)(i) above, shall be, at the option of each
Lender,           either (i) repaid in accordance with and subject to the repayment terms
under           this Agreement, or (ii) converted into such number of Ordinary Shares of
the           Company resulting from dividing such amount by the Price Per Share (as such
term           is defined in subsection (d1)above).  




         (e)       
          Events of Default. The Loan Amount, together with any accrued Interest,
          shall, immediately become due and payable to the Lenders upon any Event of
          Default as defined herein, unless the Lenders providing a majority of the Loan
          Amount waive their rights regarding such Event of Default. The occurrence of any
          of the following shall be an Event of Default:



	 	        (i)
          Any material breach by the Company of any of its obligations or representations
          under this Agreement, which breach is not cured by the Company within sixty
(60)           days of receiving written notice thereof from any of the Lenders; or 







	 	        (ii)
          The commencement of any liquidation proceedings of the Company or the adoption
          of a winding up resolution by the Company, or the appointment of a receiver or
          trustee over the Company’s assets, or the calling by Company of a meeting
          of creditors for the purpose of entering into a scheme or arrangement with
them,           and if any of the aforementioned actions or proceedings is not cancelled
within           ninety (90) days of its initiation; or 







	 	        (iii)
          The levy of an attachment or the institution of execution proceedings against
          the whole or substantially all of Company’s assets, where such attachment
          or execution proceeding is not discharged within ninety (90) days. The Company
          shall notify the Lenders within seventy-two (72) hours of any such attachment
or           proceedings.  
















     5.    
          Adjustments Each of the prices per share described above
          shall be adjusted for any share splits, issuance of bonus shares, combinations
          of shares, distribution of dividends and the like. 



      6.    
          Representations and Warranties. The Company hereby
          represents and warrants to the Lenders as of the date hereof and as of date of
          each installment of the Third Loan Amount: 




         (a)       
          Organization and Qualification. The Company is a private company duly
          organized and incorporated on 22.12.91, validly existing under the laws of the
          State of Israel. The Company has all requisite corporate power and authority to
          carry on its business as now conducted and as proposed to be conducted
          under the Budget. No proceeding or resolution for bankruptcy, dissolution,
          liquidation, winding-up, appointment of receiver and/or similar proceeding has
          been instituted or taken by the Company, and to the best of its knowledge, no
          such proceeding has been instituted or threatened against the Company. 





          (b)       
          Since its incorporation, there has been no declaration or payment by the Company
          of dividends, or any distribution by the Company of any assets of any kind to
          any of its shareholders in redemption of or as the purchase price for any of the
          Company’s securities. 



          (c)       
          Authorization and Approvals. Subject to the provisions of this subsection
          (c), the Company has all requisite power and authority to execute, deliver, and
          perform this Agreement, and the other agreements contemplated hereby or which
          are ancillary hereto (the “Transaction Documents”). All
          corporate action on the part of the Company and its respective officers and
          directors necessary for the authorization, execution and delivery of this
          Agreement and the Transaction Documents and the performance of all obligations
          of the Company hereunder has been taken or will be taken on or prior to the date
          of the Third Closing, except of the approval by the shareholders of the Company
          which shall be obtained as soon as the Company’s board of directors shall
          decide to call a general shareholders’ meeting of the Company. Subject to
          the foregoing, this Agreement, the Transaction Documents, and any obligations
          contemplated herein and therein constitute, or shall constitute upon the Third
          Closing valid and legally binding obligations of the Company, enforceable in
          accordance with its terms. Upon obtaining the approvals mentioned hereinafter in
          this sub-section (c), the individuals executing this Agreement and the
          Transaction Documents on behalf of the Company have appropriate authority to act
          on behalf of the Company in connection with the Agreement. Except for (i) the
          approval of the Board of Directors, and (ii) the approval of shareholders of the
          Company, no approvals, permits or consents of, order, authorization of, action
          by, designation, declaration, or filing with any state or local governmental
          body, official authority, or any other third party is required on the part of
          the Company, under any applicable law or instrument in connection with the
          execution, delivery, and performance of this Agreement and the Transaction
          Documents, or the consummation of the transactions contemplated hereby and
          thereby which has not or will not be filed prior to Third Closing. All such
          qualifications and filings will, in the case of qualifications, be effective on
          the date of the Third Closing and will, in the case of filings, be made within
          the time prescribed by law. 











          (d)       
          Valid Issuance of Shares The shares issued upon conversion of the Loan
          Amount or any part thereof in accordance with this Agreement shall, when issued
          as provided for herein, be duly authorized, validly issued and fully paid and
          shall be issued in compliance with all applicable laws, including Israeli
          securities laws, free of any pre-emptive rights or similar rights and free and
          clear of any taxes, liens or encumbrances. 



7.     Transfer;
Successors and Assigns.  



        The
terms and conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties. Notwithstanding the foregoing, none
of the rights or obligations set forth in, arising under, or created by this Agreement may
be assigned or transferred by any party without the prior consent in writing of the other
party and shall be subject to any limitations on transfer of shares set forth in the
Company’s Articles of Association, except that each of the Lenders may assign,
pledge, or otherwise transfer its interest under this Agreement to its Permitted
Transferees (as defined in the Company’s Articles of Association). 



8.     Governing
Law; Jurisdiction.  



        This
Agreement and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance with the
laws of the State of Israel without regard to the conflict of law provisions thereof. Any
dispute arising in relation to this Agreement shall be resolved in the competent courts of
Tel-Aviv. 



     9.    
          Amendments and Waivers. 



        Any
term of this Agreement may be amended only with the written consent of the Company and all
the Lenders. Any amendment or waiver effected in accordance with this Section 9 shall be
binding upon the Company, the Lenders and each transferee of the Lenders. 



10.     Regulatory
Matters  



Anything to the contrary in this
Agreement not withstanding, it is agreed that in any event in which the Loan Amount due to
Poalim Ventures (as such term is defined in the Company’s Articles of Association, as
shall be amended from time to time), including any Interest accrued thereon, is to be
converted to shares of the Company in accordance with the terms and conditions hereunder,
such Loan Amount shall be converted only to the extent not increasing the shareholdings of
all of Poalim Ventures entities in the Company, in the aggregate, above the limitations
imposed on Poalim Ventures under any applicable law (as such applicable law shall be
notified to the Company by Poalim Ventures) and the remainder of the Loan Amount, if any,
shall continue to be outstanding subject to the terms and conditions hereunder. 











11.     Counterparts.  



        This
Agreement may be executed in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. 



      12.    
          Other Miscellaneous: (i) Entire Agreement – This
          Agreement constitutes the full and entire understanding and agreement between
          the parties with regard to the subject matter hereof and supersedes and replaces
          all prior agreements and understandings among the parties hereto with respect to
          the subject matter hereof, including without limitation the Prior Loan
          Agreement. (ii) Severability: The terms and provisions of this Agreement
          are severable, and if any term or provision shall be determined to be in any way
          unenforceable in whole or in part pursuant to applicable law, such determination
          shall not impair or otherwise affect the validity, legality or enforceability of
          that term or provision in any other jurisdiction or any of the remaining terms
          and provisions of this Agreement in any jurisdiction, and any such provision
          shall be given effect to the extent legally possible. (iii) Preamble: The
          preamble hereto constitutes an integral part hereof. (iv) Headings: The
          titles of the sections and subsections of this Agreement are for convenience of
          reference only, and are not to be considered in construing this Agreement. (v)
          Notices: All notices required or permitted hereunder to be given to a
          party to this Agreement shall be in writing and shall be telecopied or mailed by
          registered or certified mail, postage prepaid, or otherwise delivered by hand or
          by messenger, 



		
	If to the Company:	Negevtech Ltd.
	 	12 Hamada St. Rehovotl, 736703, Israel
	 	Fax: ++972-8-9366051
	 	Tel: ++972-8-9312222
	 	Attn. Oz Desheh








If to any of the Lenders: The address
set forth on Annex A hereto, opposite each Lender’s name. 














 IN WITNESS WHEREOF, the parties have
executed this Amended and Restated Convertible Loan Agreement as of the date first above
written; 








			 NEGEVTECH LTD.



By: 
         ——————————————

         Name:
         Title: 














 IN WITNESS WHEREOF, the parties have
executed this Amended and Restated Convertible Loan Agreement as of the date first above
written; 



LENDERS: 



			
	
	
	

	 Pitango Principles Fund III 	 Pitango Venture Capital Fund III 	 Pitango Venture Capital Fund III 
	 (Israel) L.P. 	 Trusts 2000 L.P. 	 (Israeli Sub) L.P. 
	   
	
	
	

	 Pitango Venture Capital Fund III 	 Pitango Venture Capital Fund III 	 Pitango Parallel Investor Fund 
	 (Israeli Sub.) Non-Q L.P. 	 (Israeli Investors) L.P. 	 III (Israel), L.P. 
	   
	
	
	

	 SVE Star Ventures Enterprises GmbH 	 Star Management of Investments 	 Star Growth Enterprise, a German 
	 & Co. No. IX KG. 	 No. II (2000) L.P. 	 Civil Law Partnership (with 
	   	   	 limitation of liability) 
	   
	

	 SVM Star Ventures 
	 Managementgesellschaft mbH Nr. 3 
	   
	
	

	 Genesis Partners II (Israel), L.P. 	 Genesis Partners II, L.D.C. 















 IN WITNESS WHEREOF, the parties have
executed this Amended and Restated Convertible Loan Agreement as of the date first above
written; 



LENDERS: 





	 	 	 
	
	
	

	 Poalim Ventures Ltd. 	 Poalim Ventures I Ltd. 	 Poalim Ventures II L.P. 
	   
	
	
	

	 Wellington Partners Venture III 	 Amadeus III Affiliates Fund L.P. 	 Amadeus III 
	 Technology Fund L.P. 
















 Exhibit A  



 Amended
Shareholders’ Letter 


* Attached as Exhibit 10.1 in this Proxy Statement/Prospectus











Annex A1 



List of Lenders &
First Loan Amount 






	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Annex 1

	
 

	
 

	
 

	
5,000,000

	
 


	
List of Lenders & First Loan Amount

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
% Issued &

  Outstanding on

  an as converted

  basis

	
 

	
$ Financing

  Pro-Rata

  Participation I

	
 


	


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango
  Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
 

	
13.86

	
%

	
 

	
750,025 

	
 


	
Pitango
  Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
 

	
1.28

	
%

	
 

	
69,336 

	
 


	
Pitango
  Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
 

	
3.75

	
%

	
 

	
202,808 

	
 


	
Pitango
  Parallel Investor Fund III (Israel), L.P

	
 

	
 

	
1.04

	
%

	
 

	
56,310 

	
 


	
Pitango
  Principles Fund III (Israel) L.P.

	
 

	
 

	
0.49

	
%

	
 

	
26,401 

	
 


	
Pitango
  Venture Capital Fund II Trusts 2000 L.P.

	
 

	
 

	
0.98

	
%

	
 

	
52,802 

	
 


	
SVE Star
  Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
 

	
9.81

	
%

	
 

	
530,692 

	
 


	
Star
  Management of Investments No. II (2000) L.P.

	
 

	
 

	
1.27

	
%

	
 

	
68,739 

	
 


	
Star Growth
  Enterprise, a German Civil Law Partnership (with limitation of Liability)

	
 

	
 

	
11.24

	
%

	
 

	
608,403 

	
 


	
SVM Star
  Ventures Managmenttgesellschaft mbH Nr. 3

	
 

	
 

	
0.92

	
%

	
 

	
49,778 

	
 


	
Genesis
  Partners II, L.D.C.

	
 

	
 

	
11.57

	
%

	
 

	
626,094 

	
 


	
Genesis
  Partners II (Israel) L.P.

	
 

	
 

	
1.71

	
%

	
 

	
92,439 

	
 


	
Poalim
  Ventures Ltd.

	
 

	
 

	
1.56

	
%

	
 

	
84,406 

	
 


	
Poalim
  Ventures I Ltd.

	
 

	
 

	
2.40

	
%

	
 

	
129,855 

	
 


	
Poalim
  Ventures II L.P.

	
 

	
 

	
4.87

	
%

	
 

	
263,281 

	
 


	
Wellington
  Partners Venture III Technology Fund L.P.

	
 

	
 

	
13.26

	
%

	
 

	
717,766 

	
 


	
Amadeus III

	
 

	
 

	
12.03

	
%

	
 

	
650,739 

	
 


	
Amadeus III
  Affiliates Fund LP

	
 

	
 

	
0.37

	
%

	
 

	
20,126 

	
 


	
 

	
 

	


	


	
 

	


	


	
 


	
Total

	s
 

	
 

	
92.40

	
%

	
 

	
5,000,000 

	
 


	
 

	
 

	


	


	
 

	


	


	
 



















Annex A2  



List of Lenders & Additional
Loan Amount 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Annex 2

	
 

	
 

	
 

	
5,000,000

	
 


	
List of Lenders & Additional Loan Amount

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
% Issued &

  Outstanding on

  an as converted

  basis

	
 

	
$ Financing

  Pro-Rata

  Participation II

	
 


	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango
  Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
 

	
13.86

	
%

	
 

	
750,025 

	
 


	
Pitango
  Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
 

	
1.28

	
%

	
 

	
69,336 

	
 


	
Pitango
  Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
 

	
3.75

	
%

	
 

	
202,808 

	
 


	
Pitango
  Parallel Investor Fund III (Israel), L.P

	
 

	
 

	
1.04

	
%

	
 

	
56,310 

	
 


	
Pitango
  Principles Fund III (Israel) L.P.

	
 

	
 

	
0.49

	
%

	
 

	
26,401 

	
 


	
Pitango
  Venture Capital Fund II Trusts 2000 L.P.

	
 

	
 

	
0.98

	
%

	
 

	
52,802 

	
 


	
SVE Star
  Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
 

	
9.81

	
%

	
 

	
530,692 

	
 


	
Star
  Management of Investments No. II (2000) L.P.

	
 

	
 

	
1.27

	
%

	
 

	
68,739 

	
 


	
Star Growth
  Enterprise, a German Civil Law Partnership (with limitation of Liability)

	
 

	
 

	
11.24

	
%

	
 

	
608,403 

	
 


	
SVM Star
  Ventures Managmenttgesellschaft mbH Nr. 3

	
 

	
 

	
0.92

	
%

	
 

	
49,778 

	
 


	
Genesis
  Partners II, L.D.C.

	
 

	
 

	
11.57

	
%

	
 

	
626,094 

	
 


	
Genesis
  Partners II (Israel) L.P.

	
 

	
 

	
1.71

	
%

	
 

	
92,439 

	
 


	
Poalim
  Ventures Ltd.

	
 

	
 

	
1.56

	
%

	
 

	
84,406 

	
 


	
Poalim
  Ventures I Ltd.

	
 

	
 

	
2.40

	
%

	
 

	
129,855 

	
 


	
Poalim
  Ventures II L.P.

	
 

	
 

	
4.87

	
%

	
 

	
263,281 

	
 


	
Wellington
  Partners Venture III Technology Fund L.P.

	
 

	
 

	
13.26

	
%

	
 

	
717,766 

	
 


	
Amadeus III

	
 

	
 

	
12.03

	
%

	
 

	
650,739 

	
 


	
Amadeus III
  Affiliates Fund LP

	
 

	
 

	
0.37

	
%

	
 

	
20,126 

	
 


	
 

	
 

	


	


	
 

	


	


	
 


	
Total

	
 

	
 

	
92.40

	
%

	
 

	
5,000,000 

	
 


	
 

	
 

	


	


	
 

	


	


	
 
















 Annex A3  



 List of Lenders &
Third Loan Amount 










 $2M Pro-rata   





	 Name 
	 % on an as
 converted basis 
	 $1M (End of
 May, 2008) 
	 $1M (End of
 June, 2008) 

	   	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 Pitango Venture Capital Fund III (Israeli Sub) L.P. 	   	   	   	 13.77 	 % 	   	 150,005 	   	   	 150,005 	   
	 Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. 	   	   	   	 1.27 	 % 	   	 13,867 	   	   	 13,867 	   
	 Pitango Venture Capital Fund III (Israeli Investors) L.P. 	   	   	   	 3.72 	 % 	   	 40,562 	   	   	 40,562 	   
	 Pitango Parallel Investor Fund III (Israel), L.P 	   	   	   	 1.03 	 % 	   	 11,262 	   	   	 11,262 	   
	 Pitango Principles Fund III (Israel) L.P. 	   	   	   	 0.48 	 % 	   	 5,280 	   	   	 5,280 	   
	 Pitango Venture Capital Fund II Trusts 2000 L.P. 	   	   	   	 0.97 	 % 	   	 10,560 	   	   	 10,560 	   
	 SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. 	   	   	   	 9.75 	 % 	   	 106,138 	   	   	 106,138 	   
	 Star Management of Investments No. II (2000) L.P. 	   	   	   	 1.26 	 % 	   	 13,748 	   	   	 13,748 	   
	 Star Growth Enterprise, a German Civil Law Partnership (with limitation of Liability) 	   	   	   	 11.17 	 % 	   	 121,681 	   	   	 121,681 	   
	 SVM Star Ventures Managmenttgesellschaft mbH Nr. 3 	   	   	   	 0.91 	 % 	   	 9,956 	   	   	 9,956 	   
	 Genesis Partners II, L.D.C. 	   	   	   	 11.50 	 % 	   	 125,219 	   	   	 125,219 	   
	 Genesis Partners II (Israel) L.P. 	   	   	   	 1.70 	 % 	   	 18,488 	   	   	 18,488 	   
	 Poalim Ventures Ltd. 	   	   	   	 1.55 	 % 	   	 16,881 	   	   	 16,881 	   
	 Poalim Ventures I Ltd. 	   	   	   	 2.38 	 % 	   	 25,971 	   	   	 25,971 	   
	 Poalim Ventures II  L.P. 	   	   	   	 4.83 	 % 	   	 52,656 	   	   	 52,656 	   
	 Wellington Partners Venture III Technology Fund L.P. 	   	   	   	 13.18 	 % 	   	 143,553 	   	   	 143,553 	   
	 Amadeus III 	   	   	   	 11.95 	 % 	   	 130,148 	   	   	 130,148 	   
	 Amadeus III Affiliates Fund LP 	   	   	   	 0.37 	 % 	   	 4,025 	   	   	 4,025 	   
	 Total  	   	   	   	 91.82 	 % 	   	 1,000,000 	   	   	 1,000,000