**Exhibit 10.18**

 

**SHARE PURCHASE AGREEMENT**

 

This SharePurchase Agreement (this “**Agreement**”)is entered into as of April 4, 2006, by and among Radview Software Ltd.,an Israeli corporation, corporate registration number 511627952, with itsprincipal offices in Israel located at 2 Habarzel Street, Tel Aviv 69710,Israel and its principal offices in the U.S.A. located at 7 New EnglandExecutive Park, Burlington, MA 01803 (the “**Company**”)and Fortissimo Capital Fund GP, LP on behalf of the several parallel partnershipsfor which it serves as the General Partner, whose principal offices are locatedat 14 Hamelacha Street, Park Afek, Rosh Haayin 48091, Israel (the “**Lead****Investor**”),Shem Basum Ltd., an Israeli company, having its address at 8 Hanna Senesh St.,Kfar Saba, Israel (“**Beilis**”); Mr. YehudaZisapel, an individual having his address at 24 Raoul Wallenberg Street, TelAviv 69719, Israel (“**Zisapel**”) andMichael Chill, an individual having his address at 210 West 89thStreet Apt. 4-N, New York, NY 10024, U.S.A. (“**Chill**”).Each of the Lead Investor, Zisapel, Beilis and Chill being referred toindividually as an “**Investor**”, andcollectively, as the “**Investors**”.

 

| **WHEREAS** | Lead Investor and the Company have entered into a term sheet dated January 12, 2006, with respect to several transactions with the Company including an equity investment, convertible loan and bridge loan (the “**Term Sheet**”); |
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| **WHEREAS** | pursuant to the Term Sheet, the Lead Investor shall following the date hereof or has prior to the date hereof, (i) in the framework of this Agreement, invest, together with the Investors, up to US$3,000,000 in the Company, each Investor investing the amounts set forth opposite such Investor’s name on **Schedule A** attached hereto (the “**Equity Investment**”); and (ii) in the framework of the convertible loan, lend the Company, together with the Investors, US$250,000 at the First Closing (defined herein), subject to the approval of the Company’s shareholders of the transactions contemplated herein, which loan shall bear interest at the annual rate of 8% and be convertible together, at the election of the lenders, with all interest accrued thereon into Preferred Shares of the Company on the terms and conditions set forth therein, each Investor advancing the amounts set forth opposite such Investor’s name on **Schedule A** hereto (the “**Convertible Loan**” and “**Convertible Loan Agreement**”, respectively); and (iii) in the framework of a Bridge Loan Agreement, the Lead Investor made available to the Company a bridge loan of up to US$500,000, all under the terms and conditions set forth in a certain Bridge Loan Agreement, dated January 26, 2006 (the “**Bridge Loan**” and “**Bridge Loan Agreement**”, respectively); and |
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**NOW, THEREFORE**, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

 

# 1.             **INTERPRETATION; DEFINITIONS**

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## 1.1.          Theheadings of the sections and subsections of this Agreement are for convenienceof reference only and are not to be considered in construing this Agreement.

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## 1.2.          Inthis Agreement, the following capitalized terms shall have the meanings setforth below and all terms defined in the recitals to this Agreement and beloware incorporated herein by reference:

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### 1.2.1.       “**Board**” means the Company’s board ofdirectors.

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### 1.2.2.       “**Convertible Securities**” means options topurchase and/or rights to subscribe for Ordinary Shares, and/or securities bytheir terms convertible into and/or exchangeable for Ordinary Shares and/oroptions or warrants to purchase and/or rights to subscribe for such convertibleand/or exchangeable securities of the Company.

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### 1.2.3.       “**Director(s)**” means a member(s) of theBoard.

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### 1.2.4.       “**Fully Diluted Basis**” means all issuedShares, and all outstanding options, warrants or any other securities issued bythe Company, which are convertible or exchangeable into Shares.

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### 1.2.5.       “**Management Agreement**” means that certainManagement Agreement referred to in Section 11 below, in the form attachedhereto as **Schedule 11.2**.

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### 1.2.6.       “**Ordinary Shares**” means ordinary shares of theCompany, nominal value NIS 0.01 per share.

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### 1.2.7.       “**Original Issue Price**” with respect to ashare means, for each Series A Preferred Share, US$0.03; and for each Series BPreferred Share, US$0.04.

 

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### 1.2.8.       “**Preferred Directors**” means, those Directorsdesignated for appointment to the Board by the Lead Investor.

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### 1.2.9.       “**Preferred Shares**” means Series APreferred Shares and Series B Preferred Shares.

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### 1.2.10.     “**Recapitalization Event**” means any sharesplit, share subdivision or combination, distribution of a share dividend orrecapitalization relating to the Company’s share capital.

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### 1.2.11.     “**Registration Rights Agreement**” means thatcertain Registration Rights Agreement referred in Section 10 below, in theform attached hereto as **Schedule 10**.

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### 1.2.12.     “**Series A Preferred Shares**” meansPreferred A Shares of the Company, nominal value NIS 0.01 each.

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### 1.2.13.     “**Series B Preferred Shares**” meansPreferred B of the Company, nominal value NIS 0.01 each.

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### 1.2.14.     “**Subsidiary**” means with respect to anyentity, the possession directly or indirectly of at least 25% (twenty fivepercent) of the voting power, the right to appoint at least 50.1% of themembers of the board of directors or the right to receive at least 50.1% of thedistributed profits of such entity.

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# 2.             **FIRST CLOSING - INVESTMENT;ACQUIRED SHARES; GRANT OF WARRANTS**

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## 2.1.          Atthe First Closing (as defined below), the Company shall issue and the Investorsshall acquire 25,000,000 newly issued Series A Preferred Shares (the “**Acquired Shares**”) in accordance with theterms of this Section 2, free and clear of any lien, encumbrance, debt, orany other third party right whatsoever at a price per share of US$0.03 (the “**Price Per Share**”) and for an aggregatepurchase price of US $750,000 for all the Acquired Shares (the “**Purchase Price**”). Actual issuances andpurchase of the Acquired Shares shall be in accordance with the terms andconditions set forth in the sub-sections below of this Section 2(including Section 2.5).

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## 2.2.          EachInvestor shall pay its respective portion of the Purchase Price to the Companyat the Closing in immediately available funds against issuance to each Investorof its respective portion of the Acquired Shares, all as set forth oppositeeach Investor’s name appearing in **Schedule A**attached hereto. The Acquired Shares, when issued in accordance withthis Agreement, will be duly authorized, validly issued, fully paid,non-assessable, and free of any preemptive rights or any third party rights,and will have the rights, preferences, privileges, and restrictions set forthin the Amended Articles, and will be free and clear of any liens, claims,encumbrances or third party rights whatsoever (collectively, “**Encumbrances**”).

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## 2.3.          Atthe First Closing, the Company shall issue to the Investors 18,750,000 warrantsin accordance with the terms of this Section 2 (the “**Warrants**”) exercisable into 18,750,000newly issued Series B Preferred Shares (the “**Warrant Shares**”) for an exercise price of US$0.04 per WarrantShare (the “**Exercise Price**”). Uponissuance, the Warrant Shares, will be duly authorized, validly issued, fullypaid, non-assessable, and free of any preemptive rights, third party rights andEncumbrances. A form of the Warrants to be issued to the Investors isattached hereto as **Schedule 5.2.1(c)**.Actual grants of the Warrants shall be in accordance with the terms andconditions set forth in the sub-sections below of this Section 2.

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## 2.4.          TheWarrants shall be issued to the Investors at the First Closing for noadditional payment or consideration. The Warrants may be exercised by theholders thereof in whole or in part, on a cashless basis or against payment ofthe applicable Exercise Price per Warrant Share, at any time, from time totime, from the First Closing and until the fifth (5th) anniversary thereof(the “**Exercise Period**”). Allunexercised Warrants shall expire immediately after the end of the ExercisePeriod.

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## 2.5.          Onand subject to the terms and conditions of this Agreement, at the FirstClosing, the Company shall sell, issue and allot to each Investor, the numberof Acquired Shares and Warrants set forth against its name on **Schedule A**; provided however, thatthe obligation to issue Acquired Shares and Warrants to Beilis is contingentupon obtaining the required approvals pursuant to Israeli law and that anyfailure to obtain such approvals and effect such issuance shall not mitigatefrom the Company’s obligations to the Investors (other than Beilis) or theInvestors’ (other than Beilis) obligations under this Agreement.

 

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# 3.             **ADDITIONAL CLOSINGS - INVESTMENT;ADDITIONAL ACQUIRED SHARES; GRANT OF ADDITIONAL WARRANTS**

 

## 3.1.          Followingthe First Closing and until the date, which is eighteen (18) months followingthe First Closing (the “**Investment Period**”),each Investor may, at its sole discretion, invest, in one or more investmenttransactions (each such transaction consisting of at least $250,000), anadditional amount of up to US$2,250,000. Each Investor shall be entitled toparticipate in each such additional investment up to the maximum amounts setforth opposite such Investor’s name on **Schedule B**hereto; provided however, that the obligation to allow Beilis’ participation iscontingent upon obtaining the required approvals pursuant to Israeli law. Eachsuch additional investment shall be effected in a separate closing, at whichtime the Company shall issue and the Investors shall acquire such number ofadditional Acquired Shares as is obtained by dividing the applicable amount tobe invested according to the determination of the Lead Investor (each suchamount being referred to as an “**AdditionalPurchase Price**”), by the Price Per Share (each such additionalclosing being referred to as an “**AdditionalClosing**” and any additional Acquired Shares to be issued shall bereferred to as “**Additional Acquired Shares**”,respectively). The total number of Additional Acquired Shares to be issued atall Additional Closings taken together shall not exceed 75,000,000. AnyAdditional Acquired Shares issued at any of the Additional Closings, whenissued in accordance with the terms of this Section 3, will be dulyauthorized, validly issued, fully paid, non-assessable, and free of anypreemptive rights, third party rights and Encumbrances. Actual issuances andpurchase of any Additional Acquired Shares shall be in accordance with theterms and conditions set forth in the sub-sections below of this Section 3.If either one of Beilis, Zisapel or Chill elects not to participate in one ormore of the Additional Closings, then the Lead Investor shall have the right toinvest, in addition to the amount set forth opposite the Lead Investor’s nameon **Schedule B**, all or part ofthe amounts not invested by any one of Beilis, Zisapel or Chill.

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## 3.2.          EachInvestor investing at any Additional Closing shall pay its respective pro-rataportion of the Additional Purchase Price to the Company at the applicableAdditional Closing against issuance to each Investor of its respective pro-rataportion of the Additional Acquired Shares, all as shall be set forth, at eachAdditional Closing, opposite each Investor’s name in an amended **Schedule A** to be attached heretoat the time of each such Additional Closing.

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## 3.3.          Ateach Additional Closing, the Company shall issue to the Investors additionalWarrants, to purchase additional Warrant Shares, at the Exercise Price (the “**Additional Warrants**”, and “**Additional Warrant Shares**”, respectively)in accordance with the terms set forth in this Section 3. The total numberof Warrants issuable at each Additional Closing shall be determined by dividingthe Additional Purchase Price by the Exercise Price, each Investor receivingits respective number of Warrants according to its respective portion out ofthe applicable Additional Purchase Price. The total number of AdditionalWarrants to be issued at all Additional Closings taken together shall notexceed 56,250,000 that are exercisable into 56,250,000 Warrant Shares at theExercise Price. Upon issuance, the Additional Warrant Shares, will be dulyauthorized, validly issued, fully paid, non-assessable, and free of anypreemptive rights, third party rights and Encumbrances. The Additional Warrantsshall be in the form attached hereto as **Schedule 5.2.1(c)**. Actual grants of the Warrantsshall be in accordance with the terms and conditions set forth in thesub-Sections below of this Section 3.

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## 3.4.          Ateach Additional Closing, the Additional Warrants shall be issued to theInvestors that participated at each such Additional Closing for no additionalpayment or consideration. The Additional Warrants may be exercised by theholders thereof in whole or in part, on a cashless basis or against payment ofthe applicable Exercise Price per Additional Warrant Share, at any time, fromtime to time, from the time of the Additional Closing at which such AdditionalWarrants were issued and until the fifth (5th) anniversary thereof(the “**Additional Warrant Exercise Period**”).All unexercised Additional Warrants shall expire immediately after the end ofthe Exercise Period.

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# 4.             **TERMS OF ACQUIRED SHARES ANDWARRANT SHARES**

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# TheAcquired Shares, Additional Acquired Shares, Warrant Shares and AdditionalWarrant Shares, shall, when issued to the Investors, have such rights,preferences and obligations as are set forth in the Company’s Amended andRestated Articles of Association, in the form attached hereto as **Schedule 4** (the “**Amended Articles**”).

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# 5.             **CLOSINGS**

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## 5.1.          *First Closing*. The transactionscontemplated hereby in Section 2 above, shall take place at a firstclosing (the “**First Closing**”) tobe held at the offices of Amit, Pollak, Matalon & Co., NYP Tower 19thFloor 17 Yitzhak Sade Street, Tel Aviv, Israel, within fourteen (14) daysfollowing the date of the Company’s shareholders meeting convened to approvethis Agreement, or at such other date, time and place as the Company and theLead Investor shall have mutually agreed to.

 

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## 5.2.          Atthe First Closing, the following transactions shall occur simultaneously:

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### 5.2.1.       Thefollowing documents shall have been provided to the Lead Investor and each ofthe Investors:

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### (a)   Aresolution of the Board in the form reasonably satisfactory to the LeadInvestor: (i) authorizing the execution, performance and delivery of thisAgreement and all related documents hereunder, (ii) approving theManagement Agreement, and (iii) approving the issuance of all the AcquiredShares, Additional Acquired Shares, Warrants, Warrant Shares, AdditionalWarrants and Additional Warrant Shares, on the date of the First Closing andthe applicable Additional Closings, at all times, conditional upon payment ofPurchase Price and/or the Additional Purchase Price and/or in the case of theWarrant Shares and Additional Warrant Shares, the Exercise Price, as applicablefor each Closing;

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### (b)   Minutesof the general meeting of the Company’s shareholders signed by the chairman ofthe meeting in a form reasonably satisfactory to the Lead Investor: (i) approvingthe terms of this Agreement and the transactions contemplated hereunder, includingbut not limited to the Registration Rights Agreement, (ii) approving theAmended Articles, including an increase of the Company’s authorized sharecapital and the creation of the Preferred Shares, (iii) approving theterms of the Management Agreement; (iv) appointing the PreferredDirectors; and (v) if the required corporate approvals were previouslyobtained, approving  the terms of newindemnification agreements to be entered into with the Company’s officers andDirectors as contemplated by this Agreement;

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### (c)   TheWarrants in the form attached hereto as **Schedule 5.2.1(c) **duly executed by the Companyand issued to each Investor, in the amounts set forth in **Schedule A**;

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### (d)   Validlyissued share certificates in the names of each Investor representing theAcquired Shares, together with signed notices to the Registrar of Companiesregarding the Acquired Shares to be issued in the names of the Investors at theFirst Closing;

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### (e)   Acompliance certificate, in the form attached hereto as **Schedule 5.2.1(e) **dulyexecuted by the Chief Executive Officer of the Company, dated as of the date ofthe First Closing, confirming and certifying that the representations andwarranties set forth in Section 8 of this Agreement are true and correctin all material respects as of and through the date of First Closing, that theCompany has performed and complied in all material respects with all itscovenants, agreements, and undertakings as set forth herein;

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### (f)    Dulyexecuted opinion of Sharir, Shiv, Friedman & Co., counsel to theCompany, in the form attached hereto as **Schedule 5.2.1(f)**, dated as of the date of the FirstClosing

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### (g)   Copyof a termination agreement or termination letter of the Investor RightsAgreement, dated December 13, 1999, as contemplated by Section 12.7of this Agreement;

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### (h)   Copiesof termination letters of the existing indemnification agreements to beterminated in accordance with the provisions of Section 12.8 below;

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### (i)    Ifrequired corporate approvals are previously obtained, duly executed new indemnificationagreements as contemplated by Section 12.9 of this Agreement.

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### 5.2.2.       TheCompany and the Investors shall execute and deliver the Registration RightsAgreement attached hereto as **Schedule 10**.

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### 5.2.3.       TheCompany and the Lead Investor shall execute and deliver the ManagementAgreement attached hereto as **Schedule 11.2**.

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### 5.2.4.       Eachof the Investors shall pay to the Company its proportional share of thePurchase Price as set next to its name on **Schedule A**,by way of instructing a bank transfer to the Company’s account, pursuant towiring instructions given in writing by the Company prior to the First Closing.

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## 5.3.          *Additional Closings*.  The transactions contemplated hereby in Section 3above, shall take place in Additional Closing(s), at such time(s) as determinedby the Lead Investor, each such Additional Closing to be held at the offices ofAmit, Pollak, Matalon & Co., NYP Tower 19th Floor 17Yitzhak Sade Street, Tel Aviv, Israel, within fourteen (14) days followingreceipt by the Company of written notice by the Lead Investor of its intentionto effect an Additional Closing, provided however, that no

 

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## AdditionalClosing takes place after the date, which is eighteen (18) months following theFirst Closing.

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## 5.4.          Ateach Additional Closing, the following transactions shall occur simultaneously:

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### 5.4.1.       Thefollowing documents shall have been provided to the Lead Investor and each ofthe Investors:

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### (a)   TheAdditional Warrants in the form attached hereto as **Schedule 5.2.1(c) **dulyexecuted by the Company and issued to each Investor, in the amounts set forthin the amended **Schedule A**reflecting the amounts being invested in each such Additional Closing; and

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### (b)   Validlyissued share certificates for the Additional Acquired Shares, together withsigned notices to the Registrar of Companies regarding the Additional AcquiredShares to be issued in the names of the Investors at each Additional Closing.

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### 5.4.2.       Eachof the Investors shall pay to the Company its proportional share of thePurchase Price as set next to its name on the amended **Schedule A** reflecting the amountsbeing invested in each such Additional Closing, by way of instructing a banktransfer to the Company’s account, pursuant to wiring instructions given inwriting by the Company prior to the applicable Additional Closing.

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# 6.             **CLOSING CONDITIONS FOR FIRSTCLOSING**

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## 6.1.          TheClosing of the transactions contemplated hereunder and the obligations of theInvestors at the First Closing are subject to the following conditionsprecedent, any one or more of which may be waived in whole or in part bythe Lead Investor:

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### 6.1.1.       Receiptby the Company of the approval of any required regulatory or governmentalauthority, if any;

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### 6.1.2.       TheCompany’s obtaining all required corporate approvals, including the approval ofthe Company’s shareholders for the terms of this Agreement and the transactionscontemplated hereunder and any other related transaction;

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### 6.1.3.       Allrepresentations and warranties of the Company contained herein shall be trueand correct in all material respects at the time of the First Closing as thoughmade again at that time;

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### 6.1.4.       TheCompany shall have performed and complied with all obligations and covenantsrequired to be performed or complied with by the Company prior to the FirstClosing in all material respects;

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### 6.1.5.       Noaction, proceeding, investigation, regulation or legislation shall have beeninstituted, threatened or proposed before any court, governmental agency orlegislative body to enjoin, restrain, prohibit or obtain substantial damages inrespect of, or which is related to, or arises out of, this Agreement or theconsummation of the transactions contemplated hereby.

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## 6.2.          TheClosing and the obligations of the Company to issue, at the First Closing, theAcquired Shares and the Warrants to the Investors are subject to the payment byeach Investor of its respective portion of the Purchase Price at the FirstClosing; and

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# 7.             **CAPITALIZATION**

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## 7.1.          **[INTENTIONALLY OMITTED]**

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## 7.2.          TheCompany agrees and undertakes that until the First Closing it will not sellissue, allot, grant or transfer in any other way any shares and/or anyConvertible Securities (collectively, the “**Securities**”)to any person or entity, except for (a) issuances of Ordinary Shares toholders of Securities which are outstanding on the date hereof pursuant to therespective terms and conditions of those Securities, (b) grants of optionsto purchase Ordinary Shares to employees, officers and directors under the Company’sexisting approved plans and obligations, provided, however, that in theaggregate, the Company will not grant more than 500,000 options, or (c) asapproved in advance and in writing by the Lead Investor.

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# 8.             **REPRESENTATIONS AND WARRANTIES OFTHE COMPANY**

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# TheCompany hereby represents and warrants to the Investors, and acknowledges thatthe Investors are entering into this Agreement in reliance thereon, as follows:

 

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## 8.1.          Organization. The Company is a corporation duly incorporated and validly existing underthe laws of the State of Israel and has the legal capacity and authority toconduct business in each jurisdiction in which its business is conducted or itsproperties are located, except where the failure to be so would not reasonablybe expected to constitute: (a) a material adverse change in, or have amaterial adverse effect upon, the operations, business, properties, orcondition (financial or otherwise) of the Company; (b) a materialimpairment of the ability of the Company to perform under this Agreementand any agreements ancillary and attached hereto as schedules; or (c) amaterial adverse effect upon the legality, validity, binding effect orenforceability against the Company of this Agreement and any ancillaryagreement hereto (the occurrence of either of (a), (b), or (c) wouldconstitute a “**Material Adverse Effect**”).

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## 8.2.          Authorization,Validity, Conflict and Enforceability.  The Company has all franchises, permits andlicenses necessary for the conduct of its business as now being conducted, and,to the best of the Company’s knowledge, as proposed to be conducted by it, thelack of which would reasonably be expected to have a Material Adverse Effect.The Company has not received any notices of default relating to any suchfranchises, permits and licenses. Neither the execution, delivery andperformance of this Agreement and any and all ancillary agreements hereto, norcompliance by the Company with the terms thereof, will conflict with or resultin a breach or violation of, any of the terms, conditions and provisions of: (i) theCompany’s articles of association or other charter or organizational documentof the Company in effect prior to and as at the date hereof (the “**Existing Organizational Documents**”); (ii) anyjudgment, order, injunction, decree, or ruling of any court or governmentalauthority (except as set forth in Section 8.23), domestic or foreign; (iii) anyagreement, contract, lease, license or commitment to which the Company is aparty or to which it is subject; (iv) any applicable law the incompliancetherewith shall constitute a Material Adverse Effect. Except as set forth inthe Schedule 8.2 hereto, such execution, delivery and compliance will not (a) giveto others any rights, including rights of termination, cancellation oracceleration, in or with respect to any agreement, contract, or commitmentreferred to in this Section 8.2, or to any of the properties of theCompany, or (b) except as set forth in Section 8.23, otherwise requirethe consent or approval of any person, which consent or approval has notheretofore been obtained. This Agreement and any ancillary agreement hereto,when executed and delivered by or on behalf of the Company, shall constitutevalid and legally binding obligations of the Company, legally enforceable inaccordance with their terms (except as may be limited by bankruptcy,insolvency and similar laws affecting the enforcement of creditors’ rights ingeneral, and subject to general principles of equity).

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## 8.3.          Records. The Company has delivered to theInvestors true and accurate copies of the Company’s incorporation documents asof the date of this Agreement, including the Company’s Existing Articles. TheCompany maintains all corporate, shareholder or other records and registersrequired by law and such records are complete and accurate in all materialrespects and are being maintained in compliance with applicable laws. True andcorrect copies of such records have been delivered to the Investors.

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## 8.4.          PublicListing.  Between August 2000and September 2004 the Ordinary Shares of the Company were registered fortrading on the Nasdaq. On September 20, 2004, the Company’s OrdinaryShares were de-listed from trade on Nasdaq.

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## 8.5.          ShareCapital.  As of the date of thisAgreement, the registered and authorized share capital of the Company is NIS400,000 divided into 40,000,000 Ordinary Shares, of which no more than20,525,682 Ordinary Shares are issued and outstanding as of March 15,2006. In addition, as of March 15, 2006, the Company had issued andoutstanding Convertible Securities exercisable into no more than 5,447,596Ordinary Shares. Immediately prior to the First Closing, the Company’sregistered and authorized share capital shall be NIS 5,000,000, divided into;300,000,000 Ordinary Shares, of which no more than 20,525,682 shall be issuedand outstanding; 125,000,000 Series A Preferred Shares and 75,000,000 Series BPreferred Shares. Since March 15, 2006, there has been no change in theCompany’s share capital, except for issuances and grants of Securities inaccordance with Section 7.2 above. Other than as listed in **Schedule 8.5**, there are nooutstanding or authorized subscriptions, options, warrants, calls, rights,commitments, or any other agreements of any character, directly or indirectlyobligating the Company to issue any Securities.

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## 8.6.          EmployeePlans.  Except as set forth in **Schedule 8.6**, the Company has notadopted any plan for the benefit of its officers, employees, directors,consultants and/or service providers, which require or permit the issuance,sale, purchase or grant of any Securities.

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## 8.7.          Subsidiaries. **Schedule 8.7**lists all of the Subsidiaries of the Company, specifying with respect to eachsuch Subsidiary, the percentage of ownership of the Company in such Subsidiary.Each Subsidiary of the Company is a corporation duly incorporated (ororganized) and validly existing

 

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## under the lawsof the jurisdiction under which it was incorporated and has the legal capacityand authority to conduct business in each jurisdiction in which its business isconducted or its properties are located, except where the failure to be sowould not reasonably be expected to constitute a Material Adverse Effect. 

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## 8.8.          ShareholdersAgreements.  Other than as set forthin **Schedule 8.8** heretoand the Registration Rights Agreement contemplated by this Agreement to beexecuted as at the First Closing, there are no shareholders, voting,registration rights agreements or any other agreements or undertakings relatingto the share capital of the Company.

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## 8.9.          Dividendsand Redemption.  Other than as setforth in **Schedule 8.9**hereto, the Company has not declared or paid any dividends, nor has the Companydistributed any of its assets, except for the grant of licenses to the Company’sproducts and sales in the ordinary course of business. Other than as set forthin **Schedule 8.9**hereto, the Company has not redeemed any of the Company’s Securities nor has itundertaken to redeem any of its Securities.

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## 8.10.        FullDisclosure.  None of therepresentations or warranties made by the Company in this Agreement (includingany exhibits and schedules) as of the date such representations and warrantiesare made, when taken together, contains any untrue statement of a materialfact, or omits any material fact required to be stated therein or necessary tomake the statements made therein, in light of the circumstances under whichthey are made, not misleading as of the time when made or delivered.

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## 8.11.        FinancialStatements.  The Company’s auditedbalance sheet as at December 31, 2004, and the related financialstatements for the period then ending (including the notes thereto) included inits Annual Report on Form 10-K filed on March 31, 2005 (the “**Annual Report**”), and the Company’sun-audited balance sheet at September 30, 2005 and related un-auditedfinancial statements for the period then ending (including the notes thereto)included in its form 10-Q filed on November 18, 2005 (collectively,the “**Financial Statements**”), whichhave been delivered to the Lead Investor, have been prepared in accordance withUnited States generally accepted accounting principles consistently applied,present fairly the Company’s financial condition as of such date and theresults of operations of the Company for such period, are correct and completeand are consistent with the books and records of the Company. The Annual Reportand all reports the Company has filed with the U.S. Securities and Exchange Commission(the “**SEC**”) thereafter, whenfiled, were free of material errors and omissions, and as of the date hereofcontinue to be free of material errors and omissions, except to the extentmodified or superceded by disclosures made in this Agreement, including theSchedules hereto, or by subsequent filings with the SEC.

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## 8.12.        Reports. The Company has timely filed, or causedto be filed, with the appropriate authorities or got extension for, allfilings, reports and returns required to be filed by it, or with respect to it,its business, operations or assets, including without limitation, all taxreturns, and as of the time of filing, such filings, reports and returns weretrue and complete in all material respects.

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## 8.13.        DueAuthorization.  The Acquired Shares, Warrants, Warrant Shares, whenissued, at the Closing or upon exercise of the Warrants, as applicable, shallall be duly authorized, validly issued, and upon payment of applicable PricePer Share and/or the Exercise Price thereof - fully paid, non-assessable andclear and free from any lien, encumbrance, or any other third party rightwhatsoever.

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## 8.14.        Approvals. The execution and delivery of this Agreement and the full performance of allother obligations and undertakings of the Company contemplated hereunderincluding the issuance of the Acquired Shares, Additional Acquired Shares,grant and issuance of the Warrants and Additional Warrants and the issuance ofthe Warrant Shares and Additional Warrant Shares, shall have been duly approvedby the Board. The Company shall seek shareholder approval under applicable lawprior to the First Closing. Subject to such shareholder approval and except asotherwise set forth on **Schedule 8.14**,all acts required to be taken by the Company to authorize the execution anddelivery of this Agreement, the performance of each of its obligationshereunder and the consummation of the transaction contemplated hereunder havebeen duly taken and are legally valid and in full force and effect.

##  

## 8.15.        Compliancewith Laws.  The Company (i) hascomplied with all domestic and foreign laws, rules, regulations and ordersapplicable to its business and operations and (ii) except as set forth inthe **Schedule 8.15**hereto, has further complied with all licensing, permits and requirementsnecessary to lawfully conduct the business in which it is engaged, in each of (i) and(ii) above where noncompliance with would have a Material Adverse Effect.

##  

## 8.16.        NoIntegrated Offering.  Neither theCompany, nor any person acting on its behalf, has directly or indirectly madeany offers or sales of any security or solicited any offers to buy any securityunder

 

7

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## circumstancesthat would cause the offering of the Acquired Shares, the Warrants and theWarrant Shares pursuant to this Agreement to be integrated with prior offeringsby the Company for purposes of the Securities Act of 1933, as amended (the “**Securities Act**”) such that would subjectthe offering, issuance and sale of the Acquired Shares, the Warrants and theWarrant Shares hereunder to the registration requirements of Section 5 ofthe Securities Act, nor will the Company take any action or steps that wouldcause the offering of the Securities to be integrated with other offerings

##  

## 8.17.        BindingObligation.  This Agreement, whenexecuted and delivered by or on behalf of the Company, shall, subject to theshareholders’ approval and other consents to be obtained by the Company on orbefore the date of Closing under any applicable law, constitute the valid andlegally binding obligation of the Company, legally enforceable against theCompany in accordance with its terms. There is no consent, approval, order,license, permit, action by, or authorization of, or filing with anygovernmental authority (including any notifications) or any person that isrequired to be obtained or made on the part of the Company prior to theClosing that has not been, or will not have been, obtained by the Company priorto the Closing in connection with the valid execution, delivery, andperformance of this Agreement.

##  

## 8.18.        Brokers’or Finders’ Fees.  Other than as setforth in **Schedule 8.18**hereto, no agent, finder or broker acting on behalf of or under the authorityof the Company, is or will be entitled to any broker’s or finder’s fee or anyother similar commission or fee in connection with the transactionscontemplated hereby. Notwithstanding anything herein to the contrary, in theevent of any breach of the provisions of this Section, the Company shall fullyindemnify and compensate the Investors for any damage or loss, which theyactually incur due to such breach.

##  

## 8.19.        Effectiveness. Each representation and warranty herein is deemed to be made on the date ofthis Agreement (unless specifically stated otherwise) and as of the date of theFirst Closing.

##  

## 8.20.        IntellectualProperty.  In this Agreement, “**Intellectual Property**” means allintellectual property rights, whether or not patentable, including withoutlimitation, patents, trademarks, service marks, trade names, internet domainnames and copyrights, applications, licenses, and rights with respect to theforegoing, an all trade secrets, know-how, inventions, designs, processes,works of authorship, computer programs and technical data and information. Tothe best of the Company’s knowledge, the Company has the right to use all ofthe Intellectual Property required for its business as currently conducted andas proposed to be conducted. To the best of the Company’s knowledge (i) noIntellectual Property used or proposed to be used in the business of theCompany as currently conducted has infringed or infringes upon any IntellectualProperty rights of others; (ii) the use of such Intellectual Property inthe business of the Company as currently conducted will not constitute aninfringement, misappropriation or misuse of any Intellectual Property rights ofany third party; and (iii) no third party has the right to assert anyclaim regarding the use of, or challenging or questioning the Company’s rightor title in, any of such Intellectual Property. The Company has taken and willcontinue to take all measures reasonable and customary in the field of theCompany’s business and the Company’s resources, including but not limited tomeasures against unauthorized disclosure, to protect the secrecy,confidentiality and value of its Intellectual Property. Except for intellectualproperty developed by the Company for Ixia in connection with a binary release of Security Builder v3.2 forIXIA’s PPC750 processor (which intellectual property is not used by theCompany), all Intellectual Property that has been developed or is beingdeveloped on behalf of the Company by any employee or third party is or shallbe the sole property of the Company. The Company has not received any writtenor oral communications alleging that the Company and/or its products haveviolated or by conducting its business as currently being conducted, wouldviolate, any of the Intellectual Property of third parties.

##  

## 8.21.        LegalProceedings.  There are no outstandinglegal proceedings against or initiated by the Company in connection with theCompany or its business, and except as set forth in **Schedule 8.21** hereto, the Companyis not aware of any legal proceedings that any third parties intend or threatento initiate against the Company in connection with the Company or its business

##  

## 8.22.        Loansand Charges.  Except as set forth in **Schedule 8.22** hereto, the Companydoes not have any outstanding loans to any person, not made in the Company’sordinary course of business, and is not obligated to make any such loans oradvances. Other than the fixed and floating charges made by the Company infavor of the Lead Investor in the framework of the Bridge Loan Agreement, theCompany has no other charges on its assets.

##  

## 8.23.        GovernmentApprovals.  Except in connection withthe Israeli Investment Center of the Ministry of Industry, Trade and Labor, theCompany is not required to give notice or obtain any permit, authorization,license, approval, order, action, designation, declaration or filing with any

 

8

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## governmentalauthority or consent from any person in connection with the valid execution,delivery and performance of this Agreement including any ancillary agreementshereto and the transactions contemplated herein.

 

# 9.             **REPRESENTATIONS REGARDING THEINVESTORS, ACQUIRED SHARES AND ADDITIONAL ACQUIRED SHARES**

#  

# EachInvestor hereby represents and warrants to the Company, and acknowledges thatthe Company is entering into this Agreement in reliance thereon, as follows:

#  

## 9.1.          Organization. Each Investor that is an entity has beenduly organized and validly exists under the laws of the jurisdiction of itsformation. Each Investor has all requisite power and authority to execute and deliverthis Agreement and other agreements contemplated hereby or which are ancillaryhereto and to consummate the transactions contemplated hereby.

##  

## 9.2.          Enforceability. This Agreement, when executed anddelivered by the Investor, will constitute a valid, binding, and enforceableobligation of the Investor.

##  

## 9.3.          Authorization. The execution and delivery of thisAgreement and the performance of the obligations of such Investor has been dulyauthorized by all necessary corporate action, if applicable, and thefulfillment of and compliance with the respective terms and provisions hereofand thereof, and the consummation by such Investor of this Agreement do not andwill not conflict with, or violate any provision of, any law havingapplicability to such Investor or any of its respective assets; or result inany breach of, or constitute a default under any agreement to which suchInvestor is a party, except as would not have a material adverse effect on theInvestor or  would not prevent in any waysuch Investor from performing its obligations and undertakings under thisAgreement.

##  

## 9.4.          AccreditedInvestor.  Each Investor representsthat it is an “accredited investor”, as that term is defined in Rule 501of Regulation D under Securities Act, and has such business and financialexperience as is required to protect its own interests in connection with itsdecision to enter this Agreement and to purchase the Acquired Shares,Additional Acquired Shares, Warrants, Additional Warrants, Warrant Shares andAdditional Warrant Shares.

##  

## 9.5.          Absenceof Registration.  Each Investorunderstands, acknowledges and agrees that the Acquired Shares, AdditionalAcquired Shares, Warrants, Additional Warrants, Warrant Shares and AdditionalWarrant Shares have not been registered under the Securities Act and may notbe offered or sold in the United States or to US persons unless such shares areregistered under the Securities Act and applicable state securities laws, or anexemption from the registration requirements of the Securities Act and suchstate securities laws is available. The Investors understand that thecertificates evidencing the Acquired Shares, Additional Acquired Shares,Warrant and the Additional Warrant Shares will be imprinted with a legend insubstantially the following form:

##  

## “THE SHARESREPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITEDSTATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEENACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED INTHE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THESECURITIES ACT, OR AN OPINION OF COUNSEL FOR THE HOLDER OF THE SHARESSATISFACTORY TO RADVIEW SOFTWARE LTD., THAT REGISTRATION IS NOT REQUIRED UNDERTHE SECURITIES ACT.”

##  

## 9.6.          InvestmentPurpose.  Each Investor representsand agrees that the Acquired Shares, Additional Acquired Shares, Warrants,Additional Warrants, Warrant Shares and the Additional Warrant Shares arepurchased and issued for investment purposes, for its own account, and withoutpresent intention to sell or distribute them other than under applicablesecurities laws and the terms of this Agreement.

##  

## 9.7.          Receiptof Information.  Without derogatingfrom the Company’s undertakings under this Agreement, including the accuracy ofall representations and warranties made by it, at the First Closing, eachInvestor will be deemed to have confirmed that it has reviewed the previouspublic filings of the Company and it received such information and hasconducted such independent examinations as it deemed necessary.

##  

## 9.8.          Brokers’or Finders’ Fees.  No agent, finderor broker acting on behalf of or under the authority of such Investor, is orwill be entitled to any broker’s or finder’s fee or any other similarcommission or fee in connection with the transactions contemplated hereby.Notwithstanding anything herein to the contrary, in the event of any breach ofthe provisions of this Section, such Investor shall fully

 

9

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## indemnify andcompensate the Company for any damage or loss, which they actually incur due tosuch breach.

##  

## 9.9.          Effectiveness. Each representation and warranty hereinis deemed to be made on the date of this Agreement (unless specifically statedotherwise) and as of the date of the First Closing. In addition, with respectto any Investor participating at any Additional Closing, the representationsand warranties made by the Investors herein, except for the representationcontained in Section 9.7 above, are deemed as well to be made as of thedate of any Additional Closing.

##  

# 10.           **REGISTRATION RIGHTS**

#  

## The Investors shall be grantedwith certain registration rights with respect to the Acquired Shares,Additional Acquired Shares, Warrant Shares and the Additional Warrant Shares asset forth in the Registration Rights Agreement attached hereto as **Schedule 10** (the “**Registration Rights**”).

##  

# 11.       **ACTIONS PRIOR TO FIRST CLOSING**

#  

## 11.1.        GeneralMeeting of Shareholders.  The Companywill use reasonable efforts to convene a general meeting of its shareholders assoon as possible and in any event not later than sixty (60) days following thedate of this Agreement (and ninety (90) days if the SEC elects to review theCompany’s proxy materials), to approve, among other things, the terms of thisAgreement (the “**Shareholders Meeting**”).The proxy statement materials will be provided to the Lead Investor and theother Investors for their review.

##  

## 11.2.        ManagementAgreement.  The Company and the LeadInvestor shall enter on or before the First Closing into a Management Agreementin the form attached hereto as **Schedule 11.2**,pursuant to which the Lead Investor shall provide management services to theCompany in consideration for: (i) an annual management fee of US $50,000,payable quarterly, i.e., US$12,500 each quarter (the “**Annual Management Fees**”); and (ii) anadditional payment of US$70,000 payable at the end of the fiscal year (startingfrom 2006) in the event that the Company is profitable in such fiscal year (the“**Additional Fees**”), and providedhowever, that any payment of such Additional Fees shall be payable only out ofprofits of the Company. For the avoidance of doubt, if the Company’s profitsshall not suffice for payment of the Additional Fees, payment shall be made onthe account of such fees up to the then available profits. The ManagementAgreement shall be subject to the approval of the Company’s ShareholdersMeeting.

##  

## 11.3.        Boardof Directors.  The Company will usecommercially reasonable efforts to appoint the Preferred Directors at theShareholders Meeting, so that following the First Closing the Lead Investor’snominees shall have been appointed to fill a majority of the Board, regardlessof the number of members composing the Board. Currently, the number ofDirectors the Lead Investor shall be entitled to nominate is four (4) outof seven (7) Directors constituting the Board. If the Lead Investorprovides to the Company in a timely manner the information required forinclusion in the Company’s proxy materials for the Shareholders Meetingrelating to the identity and background of the Lead Investor’s board nominees,the proxy materials will include a proposal to elect those nominees proposed bythe Lead Investor to serve, as members of the Board effective immediately afterthe First Closing.

##  

## 11.4.        AdverseEvents.  If at any time prior to the First Closing,the Lead Investor becomes aware of a particular event or circumstances not inthe Company’s ordinary course of business that are unknown to the Company orare known to the Company and not reported to the Investors, which have, in theaggregate, an adverse effect on the Company of US$500,000 (the “**Adverse Event**”), then, the Lead Investor may decidenot to proceed with the investment hereunder. It is agreed that a loss of acustomer or potential customer, partner or potential partner shall beconsidered in the ordinary course of business and shall not constitute anAdverse Event. It is agreed that “Adverse Event” shall also includecircumstances that prevent the Company from holding the Shareholders Meetingfor approval of this Agreement on or before the date set for the First Closing.

##  

## 11.5.        OrdinaryCourse.  As of the date hereof and until theFirst Closing, the Company: (i) shall conduct its business solelyin the ordinary course of business as is conducted on the date hereof; and (ii) shallnot declare or pay any dividends or make any other distributions or paymentswith respect to its share capital.

##  

# 12.       **COVENANTS**

#  

## 12.1.        D&OInsurance.  Subject to any otherprovisions in law, the Investors will act and exercise their voting rights asshareholders in the Company in any required way so that the Company willacquire a new directors and officers liability policy (the “**Policy**”) in an amount and for a period thatis reasonable

 

10

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## consideringthe Company’s size, potential exposure and other relevant factors, and in anyevent in an amount not exceeding US$5,000,000. The Policy will apply toobligations and liabilities of the Company’s directors and officers who servein office in the Company and/or in the Subsidiaries, before the date of theFirst Closing for any wrongful act, omission, or event that preceded such date,all this being subject to the conditions of the Policy and its exclusions. TheCompany’s Directors and Officers as of the date of this Agreement are thirdparty beneficiaries of this covenant of the Investors and are entitled toenforce such obligation of the Investors.

##  

## 12.2.        Useof Proceeds.  The proceeds of theinvestments contemplated by this Agreement shall be used by the Company to fundits ongoing ordinary course of business working capital needs.

##  

## 12.3.        Expenses. The Company and the Investors will eachbear their own legal and other expenses with respect to the transaction contemplatedherein; except that, upon consummation of the First Closing, the Company willpay legal, accounting and due diligence expenses incurred by the Lead Investorin the amount of up to seventy-five thousand United States dollars (US$75,000)plus VAT.

##  

## 12.4.        ServicesFee.  Recognizing the time, effortand resources dedicated by the Lead Investor (since the execution of Term Sheetentered into between the parties on January 12, 2006), in the provision toCompany of consultation and assistance in devising a strategy for enhancing itsoperations, if the Shareholders Meeting does not approve the Equity Investment,then the Company shall pay the Lead Investor for such services a fee ofUS$250,000.

##  

## 12.5.        Rightof First Refusal on Investments.  Inaddition to the break-up fee set forth in Section 12.4 above, if withintwelve (12) months following the rejection of the Shareholders’ Meeting of theEquity Investment, the Company accepts another investment proposal (the “**Alternative Investment**”), the Company shallpromptly advise the Lead Investor of such Alternative Investment and the LeadInvestor shall have a right of first refusal to make the Alternative Investmenton the terms thereof, by giving written notice to the Company within twenty-one(21) days of its receipt of the Company’s notice that an offer for anAlternative Investment has been made to the Company. Failure of the LeadInvestor to respond in writing to a notice from the Company with respect to anAlternative Investment within the time-frame stated above shall be deemed awaiver by the Lead Investor of this right of first refusal.

##  

## 12.6.        FinderFees.  Except as set forth on Schedule 8.18,the Company shall not pay any finder fees or commissions in connection with thetransactions contemplated by this Agreement without the prior written approvalof the Lead Investor.

##  

## 12.7.        Terminationof Investor Rights Agreement.  As atthe date of the First Closing, the Company shall have obtained the partiesconsent to the termination of that certain Investor Rights Agreement dated asof December 13, 1999.

##  

## 12.8.        Terminationof Indemnification Agreements.  As atthe date of the First Closing, the Company shall have effected the terminationof all Indemnification Agreements with existing officers and directors (the “**Terminated Agreements**”). The Directors andofficers who are parties to the Terminated Agreements shall be covered by thePolicy described in Section 12.1 above.

##  

## 12.9.        NewIndemnification Agreements.  No laterthan the First Closing, the Company shall have entered into new indemnificationagreements with those of its officers and Directors who were parties to theTerminated Agreements and those of its officers and Directors holding officefollowing the First Closing, providing for indemnification by the Company in anaggregate amount of US$1,500,000 for all indemnifiable events and for allindemnified persons (the “**New IndemnificationAgreements**”). The terms and conditions for indemnification shall beset forth in the New Indemnification Agreements, which shall include, amongother matters, a provision requiring the indemnified person to comply with therequirements of the insurance company underwriting the Policy (defined in Section 12.1above) to the extent that the indemnifiable event is covered by the Policy. In the event that all necessary corporateapprovals, as required by applicable law for the New IndemnificationAgreements, are not obtained prior to the First Closing, then as soon as suchapprovals are obtained the Company will enter into the New IndemnificationAgreements with those of its officers and Directors who were parties to theTerminated Agreements and those of its officers and Directors holding officefollowing the First Closing. The Company’s Directors and officers as of thedate of this Agreement and its officers and Directors holding office followingthe First Closing are third party beneficiaries of this covenant and areentitled to enforce such obligations.

 

# 13.           **RIGHTS OF PREFERRED SHARES**

**[INTENTIONALLY OMITTED]**

 

11

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# 14.           **PUBLIC RELEASE**

#  

## Subject to any duty imposed byany applicable law, the parties agree to coordinate among themselves anyrelease or report to the public and/or to any authority of information relatingto the transaction hereof.

##  

# 15.           **NO SHOP**

#  

## 15.1.        Duringa period ending on the date of the Shareholders Meeting but no later than September 1,2006, the Company or any person acting on its behalf, shall not solicit,initiate, encourage, participate in, respond to or assist in the submission ofany proposal, negotiation or offer from any person or entity other than theInvestors, relating to the sale or issuance of any securities of the Company(including without limitation, debt, convertible debt, or the acquisition,sale, lease, license, or other disposition of the Company or any material part ofthe shares or assets of the Company, and shall notify the Investors promptly ofany inquiries by any third parties in regards to the foregoing; and (ii) declareor make any distribution to shareholders or enter into any new transaction withany “Interested Party”, as defined in the Israeli Securities Act, 1968, asamended .

##  

## 15.2.        Inthe event that the Company breaches the provisions of Section 15.1 above,then upon the Closing of any of the transactions described in Section 15.1above, the Company shall pay the Investors, a total amount of US$500,000 asliquidated damages, and the Bridge Loan under the Bridge Loan Agreement shallbecome immediately due and payable.

##  

# 16.           **INDEMNIFICATION**

#  

## 16.1.        TheCompany agrees that to the fullest extent permitted by applicable law, it willindemnify and hold the other parties to this Agreement harmless against and inrespect of any and all loss, liability, deficiency or damage, or actions inrespect thereof (including reasonable legal fees and expenses), occasioned by: (i) anybreach of this Agreement; (ii) any falsity of any representations orwarranties of such party or any certificate or other instrument furnished bythat party hereunder; or (iii) any liability that is derived from an actor omission that has been committed prior to the date hereof, but that becomesknown hereafter.

##  

## 16.2.        Notwithstandingthe foregoing, no claims shall be asserted against the Company unless thecumulative amounts claimed for is in excess of US$375,000, and (ii) morethan seven (7) years after the date of this Agreement; and under nocircumstances shall a party be entitled to indemnification hereunder in anamount greater than its respective portion of the Purchase Price.

##  

## 16.3.        Theremedies specified in this Section 16 shall be the sole and exclusiveremedy to which the Investors are entitled with regard to any losses or damagescaused to them under this Agreement or the transactions contemplated hereby.

##  

# 17.           **MISCELLANEOUS**

#  

## 17.1.        GoverningLaw and Jurisdiction.  This Agreementand the transactions contemplated hereunder shall be governed by and construedin accordance with the laws of the State of Israel, without giving effect to rules respectingconflict of law that would cause the laws of any jurisdiction other than theState of Israel to be applied. The competent courts of Tel Aviv-Jaffa shallhave sole and exclusive jurisdiction to hear and resolve any disputes among theparties related to this Agreement.

##  

## 17.2.        Notices

##  

### 17.2.1.     Allnotices and other communications required or permitted hereunder to be given toa party to this Agreement shall be in writing and shall be sent by facsimile ormailed by registered or certified mail, postage prepaid, or otherwise deliveredby hand or by messenger, addressed to such party’s address as set forth below:

###  

## If to theInvestors:                to such addressand by facsimile as set forth in **Schedule A**.

##  

## If to theCompany:                Radview SoftwareLtd.

Attn: Ilan Kinreich, President

2 HabarzelStreet

Tel Aviv69710Israel

Facsimile:+972-3-647-1406

**and**

7 New EnglandExecutive Park

Burlington

MA 01803

U.S.A.

Facsimile:+1-781-238-8875

 

12

----

 

## or such otheraddress with respect to a party as such party shall notify each other party inwriting as above provided.

##  

### 17.2.2.     Anynotice sent in accordance with this Section 17.2 shall be effective (i) ifmailed, five (5) business days after mailing, (ii) if sent bymessenger, upon delivery, and (iii) if send via facsimile, upontransmission and telephonic confirmation of receipt (provided that iftransmitted on a day that is not a business day, on the next business day).

###  

## 17.3.        EntireAgreement; Amendment and Waiver.  ThisAgreement and the Schedules hereto constitute the full and entire understandingand agreement between the parties with regard to the subject matters hereof andthereof. All prior representations, understandings and agreements relating tothe subject matter hereof among the parties are void and have no furthereffect. Any term of this Agreement may be amended, waived, or discharged,either prospectively or retroactively, and either generally or in a particularinstance, by written consent of Company and Lead Investor, other than theRegistration Rights Agreement and Management Agreement, which may only beamended as set forth therein. Notwithstanding the foregoing, in the event thatany proposed amendment to this Agreement increases and/or imposes additionalfinancial obligations on any of the Investors (other than the Lead Investor) ordisproportionately adversely affects the rights of any of the Investors (otherthan the Lead Investor), then the written consent of such Investor shall berequired for such amendment.

##  

## 17.4.        Survival. All representations and warranties setforth in this Agreement as well as the indemnification provisions shall survivefor a period of five (5) years following the date of this Agreement.

##  

## 17.5.        Rights;Severability.  In case any provisionof this Agreement shall be invalid, illegal or unenforceable, the validity,legality and enforceability of the remaining provisions shall not in any way beaffected or impaired thereby. The parties hereto shall be obliged to draw up anarrangement in accordance with the meaning and the object of the invalidprovision.

##  

## 17.6.        Titlesand Subtitles.  The titles of thesections and subsections of this Agreement are for convenience of referenceonly and are not to be considered in construing this Agreement.

##  

## 17.7.        Dutiesand Expenses.  All stamp duties (ifany) incurred in connection with the execution and performance of thisAgreement shall be borne by the Company, unless specifically stated otherwise.

##  

## 17.8.        Assignment. The rights and obligations pursuant tothis Agreement, or any part thereof, may be assigned or otherwiseconveyed by the Investors or any subsequent transferee, both prior to and/orafter the First Closing and each Additional Closing, as applicable, providedthat such transferee agrees in writing to be bound by this Agreement. The Companymay not assign, delegate or otherwise convey any of its rights and/orobligations pursuant to this Agreement.

##  

## 17.9.        Counterparts. This Agreement may be executed inone or more counterparts, each of which shall be deemed to be a duplicateoriginal, but all of which taken together shall constitute one and the sameagreement.

##  

## 17.10.      Conflictand Incorporation by Reference.  Itis hereby agreed and understood that any amendment to the Amended Articlesadopted pursuant to the terms thereof, that is effected following the date ofthe First Closing, and which amendment has the effect of altering theprovisions relating to the Company’s Board, the anti-dilution provisions andthe rights of the holders of Preferred Shares, shall be deemed to,automatically and with no need for further action, amend the applicableprovisions of this Agreement as well. It is further agreed and understood, thatin the event of any conflict between the provisions of this Agreement and theAmended Articles, as same shall be in effect from time to time, the provisionsof the Amended Articles shall prevail and take precedence over the provisionsof this Agreement.

 

[**SIGNATURE PAGE TO FOLLOW**]

 

13

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[**SIGNATURE PAGE**]

 

**INWITNESS WHEREOF**, the parties have signed thisAgreement as of the date first written hereinabove.

 

 

| **RADVIEW SOFTWARE LTD.**                           | **FORTISSIMO CAPITAL FUND GP LP.**   |
|-----------------------------------------------------|--------------------------------------|
|                                                |                                 |
| /s/ ILAN  KINREICH                                  |                                 | /s/ YUVAL  COHEN |   |
| Name:                                               |   Ilan  Kinreich           |   | By: |   Fortissimo  Capital (GP)    Management Ltd., general partner |   |
| Title:                                              |   President  and CEO       |   | Name: |   Yuval  Cohen |   |
|                                                | Title:                               |   |   |
| /s/  CHRISTOPHER DINEEN                             |                                 |   |   |   |
| Name:                                               |   Christopher  Dineen      |   |   |   |
| Title:                                              |   Chief  Financial Officer |   |   |
|                                                |                                 |
|                                                |                                 |
| **YEHUDA ZISAPEL**                                  | **SHEM BASUM LTD.**                  |
|                                                |                                 |
| /s/ YEHUDA  ZISAPEL                                 |                                 | /s/ SHAI  BEILIS |   |
| Name:       Yehuda Zisapel | Name:                                |   Shai  Beilis |   |
|                                                | Title:                               |   |
| **MICHAEL CHILL**                                   | ** **                           | ** ** | ** ** |
|                                                |                                 |
| /s/ MICHAEL  CHILL                                  |                                 |   |
| Name:     Michael  Chill        |                                 |
|                                                     |                                      |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

14

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**Schedule A**

 

List of Investors

 

| **Name of Investor**          | ** ** | **Address**                                                                                                                                                                                           | ** ** | **Portion of Purchase  Price in US$** | ** ** | **Number of Acquired  Shares** | ** ** | **Number of  Warrants** | ** ** |
|-----------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------|------------|------------------------------------------|------------|------------------------------|------------|
| Fortissimo  Capital Fund, LP            |       | c/o Marc Lesnick  Fortissimo Capital Management Ltd.  14 Hamelacha Street  Park Afek, Rosh Haayin 48091  Fax: +972-3-9157411                                                                          |       | 20,063.18                                                 |       | 668,773                                  |       | 501,580                      |       |
| Fortissimo Capital Fund (Israel), LP    |       | c/o Marc Lesnick  Fortissimo Capital Management Ltd.  14 Hamelacha Street  Park Afek, Rosh Haayin 48091  Fax: +972-3-9157411                                                                          |       | 506,090.49                                                |       | 16,869,681                               |       | 12,652,261                   |       |
| Fortissimo Capital Fund (Israel-DP), LP |       | c/o Marc Lesnick  Fortissimo Capital Management Ltd.  14 Hamelacha Street  Park Afek, Rosh Haayin 48091  Fax: +972-3-9157411                                                                          |       | 36,346.34                                                 |       | 1,211,545                                |       | 908,659                      |       |
| Yehuda  Zisapel                         |       | 24 Raoul Wallnberg Street  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 |       | 125,000                                                   |       | 4,166,667                                |       | 3,125,000                    |       |
| Shem Basum  Ltd.                        |       | C/o Shai Beilis8 Hanna Senesh St.  Kfar Saba  Fax: +972-9-960-1818  E-mail: shai@FormulaVentures.com                                                                                                  |       | 50,000                                                    |       | 1,666,667                                |       | 1,250,000                    |       |
| Michael  Chill                          |       | 210 West 89th Street  Apt. 4-N, New York NY 10024  Email: mchill@paramountbio.com  Phone: 212-554-4211  Cell: 646-245-2457                                                                            |       | 12,500                                                    |       | 416,667                                  |       | 312,500                      |       |
| ** **                              | ** ** | **Total**                                                                                                                                                                                             | ** ** | **750,000**                                               | ** ** | **25,000,000**                           | ** ** | **18,750,000**               | ** ** |

 

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**Schedule B**

List ofInvestors

 

| **Name of Investor**          | ** ** | **Address**                                                                                                                                                                                           | ** ** | **Maximum Portion of  Purchase Price at all  Additional Closings in  US$** | ** ** | **Maximum Number of  Additional Acquired  Shares** | ** ** | **Maximum Number  of Additional  Warrants** | ** ** |
|-----------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|-------------------------------------------------------|------------|
| Fortissimo Capital Fund, LP             |       | c/o Marc Lesnick  Fortissimo Capital Management Ltd.  14 Hamelacha Street  Park Afek, Rosh Haayin 48091  Fax: +972-3-9157411                                                                          |       | 60,189.53                                                                                                     |       | 2,006,318                                                         |       | 1,504,738                                             |       |
| Fortissimo Capital Fund (Israel), LP    |       | c/o Marc Lesnick  Fortissimo Capital Management Ltd.  14 Hamelacha Street  Park Afek, Rosh Haayin 48091  Fax: +972-3-9157411                                                                          |       | 1,518,271.46                                                                                                  |       | 50,609,048                                                        |       | 37,956,787                                            |       |
| Fortissimo Capital Fund (Israel-DP), LP |       | c/o Marc Lesnick  Fortissimo Capital Management Ltd.  14 Hamelacha Street  Park Afek, Rosh Haayin 48091  Fax: +972-3-9157411                                                                          |       | 109,039.01                                                                                                    |       | 3,634,634                                                         |       | 2,725,975                                             |       |
| Yehuda  Zisapel                         |       | 24 Raoul Wallnberg Street  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 |       | 375,000                                                                                                       |       | 12,500,000                                                        |       | 9,375,000                                             |       |
| Shem Basum  Ltd.                        |       | C/o Shai Beilis8 Hanna Senesh St.  Kfar Saba  Fax: +972-9-960-1818  E-mail: shai@FormulaVentures.com                                                                                                  |       | 150,000                                                                                                       |       | 5,000,000                                                         |       | 3,750,000                                             |       |
| Michael  Chill                          |       | 210 West 89th Street  Apt. 4-N, New York NY 10024  Email: mchill@paramountbio.com  Phone: 212-554-4211  Cell: 646-245-2457                                                                            |       | 37,500                                                                                                        |       | 1,250,000                                                         |       | 937,500                                               |       |
| ** **                              | ** ** | **Total**                                                                                                                                                                                             | ** ** | **2,250,000**                                                                                                 | ** ** | **75,000,000**                                                    | ** ** | **56,250,000**                                        | ** ** |

 

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