F-4/A










Exhibit 10.18  







April 23, 2006 



	To:  	Gad
Neumann 





	 	
David
Alumot  





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





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





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





	 	
Pitango
JP Morgan Fund III (Israel), L.P.  





	 	
Pitango
Principles Fund III (Israel) L.P. 





	 	
Pitango
Venture Capital Fund III Trusts 2000 L.P.  





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





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





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





	 	
SVM
Star Ventures Managmenttgesellschaft mbH Nr. 3  





	 	
Genesis
Partners II, L.D.C. 





	 	
Genesis
Partners II (Israel) L.P.  





	 	
Lehman
Brothers Holdings plc (on behalf of pre-tax plan)  





	 	
Lehman
Brothers Partnership Account 2000/2001, L.P.  





	 	
Lehman
Brothers European Venture Capital L.P.  





	 	
Lehman
Brothers Offshore Partnership Account 2000/2001, L.P.  





	 	
Orbotech
Technology Ventures L.P. 





	 	
Intel
Atlantic, Inc. 





	 	
Poalim
Ventures Ltd. 





	 	
Poalim
Ventures I Ltd. 





	 	
Poalim
Ventures II L.P. 





	 	
Wellington
Partners Venture III Technology Fund L.P.  






	Cc:  	Plenus
Technologies Ltd. 






    
Re: Notice of Contemplated Raising of Capital in Negevtech Ltd;

 Pre-Emptive Rights Notice 




Dear Shareholders, 



        We
are pleased to announce that Wellington Partners Ventures III Technology Fund, L.P.
(“Wellington”), who has recently invested US$ 7.4 million in Negevtech
Ltd. (the “Company”), as part of the Company’s Series BB-3 Preferred
Share financing consummated on March 22, 2006 (the “BB-3 First
Financing”), has conveyed its interest to invest an additional amount of
US$590,000 in the Company. 



        In
connection therewith, the Board of Directors of the Company has resolved to raise an
additional amount of US$590,000 (the “BB-3 Second Financing”) from
Wellington, subject to exercise of preemptive rights as set forth below. 



        The
investors in the BB-3 Second Financing will be issued Series BB-3 Preferred Shares, at a
price per share of US$ 2.3194 (the same price per share paid by the investors who
purchased Series BB-3 Preferred Shares at the BB-3 First Financing). The rights,
privileges and preferences of the Series BB-3 Preferred Shares are set forth in the
Articles of Association of the Company, as shall be in effect from time to time (the
“Articles”). The current Articles are attached hereto as Exhibit
A. In addition, it is the Company’s intention that the Series BB-3
Preferred Shares to be issued to the investors in the BB-3 Second Financing and any Series
BB-3 Preferred Shares that will be issued by the Company shall be included in the
definition of the term “Registrable Securities” in the Shareholders Rights
Agreement dated September 13, 2005, as amended on March 22, 2006 between the Company and
the Investors parties thereto (the “Shareholders Rights Agreement”) and,
accordingly, such Series BB-3 Preferred Shares shall be subject to the Shareholders Rights
Agreement. 











        Pursuant
to the current Articles, shareholders holding at least 2% of the issued and outstanding
shares of the Company on an as converted basis have a pre-emptive right to participate in
the BB-3 Second Financing in an amount based on their current pro-rata holdings. The
pro-rata calculations are based on the total number of outstanding Ordinary Shares of the
Company (on an as converted basis) held by each shareholder of the Company who has
pre-emptive rights divided by the total number of outstanding Ordinary Shares of
the Company (on an as converted basis). As of the date hereof, your respective pro-rata
percentages are as set forth in Exhibit B hereto. If you wish to
participate in the BB-3 Second Financing, please indicate in the attached ‘Form I
– Form of Notice of Exercise and Waiver’ the maximum amount you wish to
invest and deliver such executed form to the Company at your earliest convenience and by
no later than May 15, 2006. If you do not intend to participate, we
would appreciate it if you would inform us of this as well by indicating so in such form.
If you do not respond within twenty (20) days of receipt of this Notice that you wish to
participate in all or part of your pro-rata percentage, you will be deemed to have waived
any right to participate in the BB-3 Second Financing. 



        Though
pursuant to the current Articles you have twenty (20) days to notify the Company of your
decision, we would appreciate your prompt response in light of the time frame within which
we wish to finalize the BB-3 Second Financing. 



        The
issuance of the Series BB-3 Preferred Shares is subject to the condition that all
authorizations, approvals, consents and/or permits, if any, of any governmental authority
or any third party that are required in connection with the lawful issuance and sale of
the Series BB-3 Preferred Shares shall have been obtained. Please note that the issuance
of such Series BB-3 Preferred Shares does not require an increase of the share capital of
the Company nor does it require the authorization of additional Series BB-3 Preferred
Shares. Nevertheless, we would appreciate if you would execute and send to the Company
(whether you decide to participate in the BB-3 Second Financing or not) the attached
‘Form II – Form of Consent’ whereby you consent to the contemplated
BB-3 Second Financing. 



        The
purchase and sale of the Series BB-3 Preferred Shares shall take place at the offices of
Cohen, Cohen, Yaron-Eldar & Co., Law Offices, 14 Abba Hillel Road, Ramat-Gan at 10:00
a.m., two days following the later of (i) the time the conditions set forth in the
preceding paragraph have been met and (ii) the expiration or termination of the
pre-emptive notice period set forth in the Articles, or at such other time and place as
the Company shall notify in writing. The Company shall deliver to each investor a
certificate representing the Series BB-3 Preferred Shares that such investor is purchasing
against payment of the purchase price therefore by wire transfer to an account to be
designated by the Company in advance. 



        Please
be advised that this notice constitutes written notice of the Company’s intention to
issue new securities as aforesaid with respect to any pre-emptive rights you may have,
including pursuant to Article 14 of the Articles. 



        If
you have any questions, please do not hesitate to contact the undersigned or Oz Desheh at
the Company. 



			Sincerely,

 Dr. Arnon Gat

Negevtech Ltd.







2










FORM
I – FORM OF NOTICE OF EXERCISE AND WAIVER  



		
		
		
		
		
	Negevtech Ltd.	 
	12 Hamada Street
	Rechovot 	By fax: 972-8-9366051 







Dear Sirs, 



In response to the Notice of
Contemplated Raising of Capital in Negevtech Ltd.; Pre-Emptive Rights Notice, dated April
23, 2006 (the “Rights Notice”), to which this form was attached, please
be advised as follows (please check the appropriate box): 



We acknowledge that all capitalized
terms used herein and not otherwise defined shall have the meaning ascribed to them in the
Rights Notice. 



	 o
  	Participation  






	 	
We
hereby undertake to invest in the Company an aggregate amount of US$ _______________
pursuant to the Rights Notice and hereby waive any other right we may have with respect to
the BB-3 Second Financing under the Company’s Articles of Association or otherwise.
Other than this amount of participation, we hereby waive any pre-emptive right to
participate with respect to the BB-3 Second Financing under the Company’s Articles of
Association or otherwise. 






	 o
  	Non-Participation  






	 	
We
do not wish to participate in the BB-3 Second Financing and hereby waive any pre-emptive
or other right we may have with respect to the BB-3 Second Financing referred to in the
Rights Notice under the Company’s Articles of Association or otherwise. 






Signature
_____________________ 



By
__________________________ 



Date
_________________________ 



3








FORM
II – FORM OF CONSENT  



		
		
		
		
		
	Negevtech Ltd.	 
	12 Hamada Street
	Rechovot 	By fax: 972-8-9366051 





Dear Sirs, 



In response to the Notice of
Contemplated Raising of Capital in Negevtech Ltd.; Pre-Emptive Rights Notice, dated April
23, 2006 (the “Rights Notice”), to which this form was attached, please
be advised that the undersigned consents to the contemplated BB-3 Second Financing and
acknowledges and agree that any Series BB-3 Preferred Shares that will be issued by the
Company, including the Series BB-3 Preferred Shares to be issued to the investors in the
BB-3 Second Financing, shall be included in the definition of the term “Registrable
Securities” in the Shareholders Rights Agreement dated September 13, 2005, as amended
on March 22, 2006 between the Company and the Investors parties thereto (the
“Shareholders Rights Agreement”) and, accordingly, such Series BB-3
Preferred Shares shall be subject to the Shareholders Rights Agreement. 



We acknowledge that all capitalized
terms used herein and not otherwise defined shall have the meaning ascribed to them in the
Rights Notice. 



Signature
_____________________ 



By
__________________________ 



Date
_________________________ 




4








Written Resolution of the Board of Directors of

Negevtech Ltd.

Adopted by Unanimous Written Consent

Effective as of April 23, 2006


The undersigned, constituting
all of the members of the Board of Directors of the Company (the “Board”), hereby adopt the following
resolutions by way of unanimous written consent in lieu of holding a formal
meeting on the above date and hereby waive any notice whatsoever in connection
therewith:


	
   

  	
   

  	
   

  
	
  1.

  	
  Authorization
  of Sale and Issuance of Shares; General Authorization and Approval

  
	
   

  	
   

  	
   

  
	
   

  	
  In connection with the
  closing of the Company’s proposed issuance of Series BB-3 Preferred Shares
  (the “Closing” and the “Financing”, respectively), it is hereby
  resolved to approve, all subject to and effective immediately prior to the
  Closing, the following:

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
 The issuance and sale of up
  to 254,376 Series BB-3 Preferred Shares (the “Series BB-3 Preferred Shares”) and any shares issuable upon
  the conversion thereof, to shareholders of the Company participating in the
  Financing, and the execution, delivery and performance of all agreements,
  documents, schedules and exhibits contemplated by and/or associated with the
  Financing, whether or not approved separately herein (the “Financing Documents”), the consummation
  of the transactions provided for therein and the performance by the Company
  of its obligations thereunder, and to authorize any two of the directors of
  the Company to execute and deliver in the name of the Company and on its
  behalf all Financing Documents, all of the above without need for any further
  act, approval or authority of the Company’s Board of Directors, of the
  Shareholders or of the Company. Such Series BB-3 Preferred Shares, the
  Ordinary Shares into which such shares may be converted and any additional
  Ordinary Shares issued in connection with such conversion, when issued and
  paid for (or deemed paid for) in accordance with the provisions of the
  Financing Documents and the Articles of Association of the Company will be
  duly authorized, validly issued, fully paid and non-assessable.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.

  	
  It is the Company’s intention
  that any Series BB-3 Preferred Shares that will be issued by the Company,
  including the Series BB-3 Preferred Shares, shall be included in the
  definition of the term “Registrable Securities” in the Shareholders Rights
  Agreement dated September 13, 2005, as amended on March 22, 2006 between the
  Company and the Investors parties thereto (the “Shareholders Rights Agreement”) and, accordingly, such
  Series BB-3 Preferred Shares shall be subject to the Shareholders Rights
  Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.3.

  	
  Any other matter described or
  set forth in the Financing Documents which requires the authorization or
  approval of the Board of Directors of the Company and to authorize any two of
  the directors of the Company to take such acts and to execute such documents
  in the name of the Company and on its behalf as may be required to implement the
  Financing Documents and the transactions contemplated therein.

  











	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  That
  the execution, delivery and performance of the Financing Documents and the
  consummation of the transactions provided for therein do not prejudice the
  best interests of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  directors acknowledge that they are aware of the interests of certain of the
  directors of the Company may have in the Financing, either as direct parties
  thereto or due to their interests in parties thereto.

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Omnibus Resolutions

  
	
   

  	
   

  	
   

  
	
   

  	
  Resolved,
  to approve that any of the appropriate officers of the Company be, and each
  of them hereby is, authorized to prepare, execute, deliver and perform, as
  the case may be, such agreements, amendments, applications, approvals,
  certificates, communications, consents, demands, directions, documents,
  further assurances, instruments, notices, orders, requests resolutions,
  supplements or undertakings, as each such officer, in his discretion, shall
  deem necessary or advisable to carry out the intent and purposes of the
  foregoing resolutions; and that the preparation, execution, delivery and
  performance of any such agreements, amendments, applications, approvals,
  certificates, communications, consents, demands, directions, documents,
  further assurances, instruments, notices, orders, requests, resolutions,
  supplements or undertakings shall be conclusive evidence of the approval of
  the Company’s Board of Directors thereof and all matters relating thereto.

  
	
   

  	
   

  	
   

  
	
   

  	
  Resolved,
  that any and all actions heretofore taken by the officers of the Company in
  the name and on behalf of the Company in furtherance of the preceding
  resolutions, are hereby ratified, approved and adopted.

  



The
signature hereunder of any director having an interest in any of the items
herein is for the purpose of adopting a resolution in writing. This resolution
may be signed in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute one instrument.


IN
WITNESS WHEREOF, we affix our signatures hereto as of the date set forth above.


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  

  	
   

  	


  	
   

  
	
  


  	
   

  	
  


  	
   

  	
  


  	
   

  
	
  Gad
  Neumann

  	
   

  	
  Eran
  Gersht

  	
   

  	
  Aaron
  Mankovsky

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  

  	
   

  	


  	
   

  
	
  


  	
   

  	
  


  	
   

  	
  


  	
   

  
	
  Rafi
  Yizhar

  	
   

  	
  Rani
  Cohen

  	
   

  	
  Yaffa
  Krindel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  

  	
   

  	


  	
   

  
	
  


  	
   

  	
  


  	
   

  	
  


  	
   

  
	
  Eddy
  Shalev

  	
   

  	
  Arnon
  Gat

  	
   

  	
  Bart
  Markus

  	
   

  









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