Exhibit 10.5

Translated from Hebrew


 


SHAREHOLDERS AGREEMENT


 


Executed and signed in Tel-Aviv on this 5th day of the month
of October, 2006


 


	
  BY:

  	
  Del-Ta Engineering Equipment Ltd.

  
	
   

  	
  (Company
  No. 510463482)

  
	
   

  	
  Of
  8 Shaul Hamelech Street, Tel-Aviv

  
	
   

  	
  (Hereinafter:
  “Delta”)

  
	
   

  	
   

  
	
  On the One Part;

  
	
   

  	
   

  
	
  AND BETWEEN:

  	
  David Rivel

  
	
   

  	
  I.D.
  65567117

  
	
   

  	
  Of
  24 Arava Street, Omer

  
	
   

  	
  And/or
  any corporation within his control

  
	
   

  	
  (Hereinafter:
  “Rivel”)

  
	
   

  	
   

  
	
  On the Second Part;

  
	
   

  	
   

  
	
  (Together will be referred to below as: “The Parties”)

  
	
   

  	
   

  
	
  WHEREAS:

  	
  Delta
  and Rivel are shareholders in the RRSat Global Communications Network Ltd.
  Company (Company No. 510896293)(hereinafter: “The Company”);

  
	
   

  	
   

  
	
  AND WHEREAS:

  	
  The
  Company began proceedings to promote the issuance of its shares to the public
  (hereinafter – “The Public Offering”)
  and registering them to be traded on the “NASDAQ” Stock Exchange in New York,
  USA (hereinafter, also: “The Stock Exchange”);

  



 

















 


	
  AND WHEREAS:

  	
  The
  parties are interested in setting in writing, in detail, the consents and
  understandings between them in connection with their holdings in the company,
  subject to and following the public offering;

  



 


Therefore It Is Declared, Stipulated And Agreed
Between The Parties As Follows:


 


1.                           Preamble, Captions and
Appendices


 


1.1                     The preamble to this agreement and the
appendices attached hereto constitute an integral part hereof.


 


1.2                     The captions of the sections in this
agreement are for convenience purposes and are not part of the provisions in
this agreement nor will any meaning be given to then upon construing this
agreement and/or any of its provisions.


 


2.                           Granting Voting Rights To
Rivel Pertaining To The Appointment Of Directors in Delta.


 


2.1                     Rivel hereby undertakes, irrevocably, that on
the date this agreement takes effect as specified in Section 6.1 below, Delta
will make all the voting rights attached to the shares in the company held by
Rivel and/or any corporation within his control that holds shares in the
company with respect to the appointment of directors in the company, removing
them from office, substituting them and/or replacing them available to Delta
(hereinafter: “Voting Rights for the
appointment of Directors”),


 


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subject
to and in accordance with the terms of this agreement. Delta will be entitled
to make use of the voting rights for the appointment of Directors as noted in
the company’s general meetings at its absolute discretion subject to and in
accordance with the provisions of this agreement.


 


2.2                     For the foregoing purpose, on the date this
agreement takes effect, as specified in Section 6.1 below, Rivel will give
Delta an irrevocable power of attorney authorizing it to participate and vote
by virtue of the shares in the company held by Rivel (whether directly or
indirectly, through a corporation within his control), as they exist from time
to time (hereinafter: “Rivel’s Shares”),
at the general meeting of any type in the company with respect to the
appointment of directors in the company, removing them from office,
substituting them and/or replacing them, in the format attached hereto as Appendix “A” to this agreement
(hereinafter: “The Power of Attorney”).


 


For the sake of removing any doubt it is hereby
clarified that “Rivel’s shares” include all Rivel’s shares as they exist from
time to time.


 


2.3                     In addition to granting the power of
attorney, as noted in Section 2.1 above, Rivel will grant Delta additional
specific powers of attorney (or any other document necessary in connection
thereto) for the purpose of exercising the voting rights for the appointment of
directors with respect to Rivel’s shares if and insofar as necessary by Delta.


 


2.4                     Likewise, at Delta’s request, Rivel will give
Delta confirmation of ownership (or any other similar document) attesting to
his holdings in


 


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the
company on the determinative date to be determined for each company general
meeting in order to exercise the voting rights for the appointment of directors
attached to Rivel’s shares by Delta.


 


2.5                     To remove all doubts it is clarified that
subject to the fulfillment of Delta’s obligations in Section 3 below, Delta
will be entitled to exercise its voting rights to appoint directors pertaining
to Rivel’s shares by means of the power of attorney or the specific powers of
attorney as noted above at its absolute discretion. Without derogating from the
generality of the foregoing, Delta will advise Rivel, at least 72 hours in
advance with respect to the manner by which it is to exercise its voting rights
to appoint directors. Rivel undertakes to perform any additional reasonable
actions necessary in order to realize the above in this Section 2.


 


3.                           Appointment Of Directors To
The Company Pursuant To Rivel’s Recommendation


 


Delta hereby undertakes that so long as this agreement is in effect
Delta will exercise all the voting powers it has and will have in the company
by virtue of its holdings of shares in the company and by virtue of the power
of attorney to exercise the voting rights to appoint directors attached to
Rivel’s shares, by such a manner that Rivel (or someone on his behalf, in
accordance with a written notice to be sent from Rivel to Delta) will be
appointed as director in the company. To remove any doubt, the foregoing will
not prejudice Delta’s right to exercise its voting power and voting rights to
appoint directors attached to Rivel’s shares in order to remove Rivel (or
whomever is appointed at his request) from office as director or replace him by
another, at its discretion, with the exception of the dismissal of Rivel from


 


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his position as Chief Executive Officer of the Company, with objection
from all members of the Board of Directors that were appointed by Delta. In
that event Delta will be obliged to ensure retention of the office by Rivel as
a director of the Company.


 


4.                           Restrictions Upon The
Transfer Of Shares In The Company


 


Commencing from the date this agreement takes effect as specified in
Section 6.1 below, a transfer and/or sale of Rivel shares, in whole or in part,
directly or indirectly, for consideration or without consideration, will be
subject to the provisions of this Section 4 below. For the sake of removing any
doubt it is hereby clarified that any transfer or sale of shares and/or other
securities in the company by Rivel contrary to the provisions of this agreement
will be considered invalid and null and void.


 


4.1                     Restrictions Upon The Transfer Of Rivel
Shares Pursuant To A Transaction Other Than On The Stock Exchange


 


4.1.1                        If Rivel wishes to transfer and/or sell
and/or grant Rivel’s shares or any part of them, whether alone or together with
others, whether for consideration or without consideration, directly or
indirectly, by a transaction other than on the Stock Exchange, he must first
offer the shares he is interested in transferring as above to Delta and Delta
will have a preemptory right to purchase the shares being offered for such a
transfer as specified below.


 


4.1.2                        Rivel will notify Delta in writing of the
number of shares that are being offered for sale as above in Section 4.1.1
(hereinafter: “The Shares Being Offered
External to the Stock Exchange”),


 


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the
price and the requested terms of such a sale (hereinafter: “The Sales Notice”).


 


4.1.3                        Delta will have the right to purchase the
shares being offered external to the Stock Exchange at the price and pursuant
to the terms stipulated in the sales notice within 7 days of receipt thereof,
and this by giving written notice to Rivel of its intent to do so provided that
it purchases all the shares being offered external to the Stock Exchange
(hereinafter: “Delta’s Notice).


 


4.1.4                        In the event that Delta does not exercise its
right to purchase all the rights offered external to the Stock Exchange within
the specified period above and/or Delta notifies in writing prior to then that
it does not wish to purchase the shares offered external to the Stock Exchange
(hereinafter: “The Refusal Notice”)
then Rivel will have the right to sell the shares offered external to the Stock
Exchange, during 75 days commencing from the end of the last date for Delta to
give notice or the date it gave the refusal notice, the earlier of the two,
provided that the shares being offered external to the Stock Exchange are not
sold at a preferred price or terms to a third party than the price and terms as
offered to Delta in the sales notice.


 


4.1.5                        Shares that were not sold by Rivel within the
75 days as noted above will be subjected again to the provisions of this
Section 4.


 


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4.2                     Restrictions Upon The Sale Of Rivel Shares On
The Stock Exchange


 


4.2.1                        If Rivel wishes to sell Rivel shares or any
part of them on the stock exchange whether by himself or through the framework
of an accepted “blind trustee” in relation to the sale of shares by interested
parties in certain periods, the following provisions will apply as specified
below.


 


4.2.2                        Rivel (including his trustee) will notify
Delta in writing (hereinafter: “The Stock
Exchange Sales Notice”) of the number of shares being offered for
sale on the stock exchange as noted in Section 4.2.1 above (hereinafter: “The Shares Being Offered On The Stock Exchange”)
at a price per share equal to the weighted average of sales of the Company
shares sold on the Stock Exchange on the day preceding the date of delivery of
the Sale Notice in the Stock Exchange (Namely, the average will be determined
according to the number of shares sold and their price during the course of
different transactions on the same day of trading) (hereinafter: “The Average Stock Exchange Share Price”).


 


4.2.3                        Delta will have the right to agree to
purchase the shares being offered on the stock exchange, in whole or in part,
in accordance with its exclusive discretion within 24 hours of the date it
receives the stock exchange sales notice and this by giving written notice to
Rivel (or someone on his behalf) of its desire to do so (hereinafter: “The Acceptance Notice”).


 


4.2.4                        If Delta gave Rivel (or someone on his
behalf) the acceptance notice, as noted above, Delta will purchase from Rivel
the shares


 


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included
in the acceptance notice, by a transaction external to the stock exchange,
within 2 trading days of the date of delivery of the acceptance notice and the
purchase price of each share included in the acceptance notice will be the
average price per share on the stock exchange, as defined above.


 


4.2.5                        In the event that Delta does not exercise its
right to purchase all the shares being offered on the stock exchange within the
period specified above Rivel will be entitled to sell, on the stock exchange,
the remaining shares being offered on the stock exchange pertaining to which Delta
did not give an acceptance notice as noted above insofar as such shares exist
(hereinafter: “The Remaining Shares Being
Offered On The Stock Exchange”), for five (5) business days
following the last day for it to give an acceptance notice (hereinafter: “The Last Date To Sell The Shares On The Stock Exchange”).


 


4.2.6                        It is hereby agreed that if Rivel sold on the
stock exchange, the remaining shares being offered on the stock exchange, in
whole or in part, at a given price (hereinafter: “The Actual Sales Price”), by the last date to sell the shares
on the stock exchange, then Delta will indemnify Rivel a sum to be calculated
on the basis of the difference (insofar as a positive difference exists as
noted below: “The Amount Of The Difference
For Compensation”) between:


 


(i)                         The Average (Weighted) Stock Exchange Share
Price (as defined above) and between


 


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(ii)                      The weighted average of actual sales prices;


 


Rivel
undertakes to act in good faith and to take all reasonable measures, under the
circumstances at hand, in order to sell the shares being offered on the stock
exchange at the best price considering market conditions on the relevant date.


 


Subject
to the above Delta will pay Rivel, within 14 days from the final sale of shares
on the Stock Exchange, compensation at an amount equal to the amount of the
difference for compensation whereby this amount is multiplied by the lower of
the following: (a) the number of shares actually sold by Rivel out of the
balance of shares offered through the Stock Exchange as aforementioned; or (b)
the number of shares of the Company that were sold on the day of trading
preceding the delivery of the Sale Notice in the Stock Exchange.


 


For
the sake of removing any doubt it is hereby clarified that Rivel will not be
entitled to indemnification from Delta if he sells, on the stock exchange, the
remaining shares being offered on the stock exchange, in whole or in part, at
an average price equal to the Average Stock Exchange Share Price or a higher
price.


 


Shares
that were not sold by Rivel within 5 trading days as abovementioned will again
be subject to this section 4.


 


4.2.7                        It is hereby agreed that notwithstanding the
above in this agreement any notice that one party is required to send to the


 


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other
party pursuant to this section will only be hand delivered or sent by
electronic mail or facsimile (i.e. will not be sent by registered mail and/or
any other means). Any such notice will be considered as if reaching the
addressee if hand delivered – immediately upon delivery, and if sent by
electronic mail or facsimile – at the time it is received provided that the
sender ensures by telephone that the notice is in fact received by the recipient.


 


It
is further agreed, that the parties will perform every action and will deliver
all reports or notices required by the law, as far as the requirement in
relation to the performance and implementation of the arrangements described in
section 4 above. Rivel is obliged to direct any person that acts on his behalf
in the sale of his shares (including a trustee that was appointed for this
purpose), to act in accordance with the terms of this section 4, and this
without derogating from Rivel’s liability to fulfill the obligations in
accordance to this section.


 


5.                           Transfers are Permitted


 


Notwithstanding the aforesaid in Section 4 the foregoing right of first
offer will not apply to a transfer of shares in the company from Rivel to a
corporation within Rivel’s control provided that the Transferee corporation
undertakes to assume all the provisions of this agreement as a condition
precedent to receiving the shares. In this respect, “A Corporation Within
Rivel’s Control” means a corporation in which Rivel holds 50.1% or more of the
capital and voting rights therein and whereby the rest of the capital and
voting rights (if such exist) are held by Rivel’s wife and/or children.


 


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6.                           Agreement Period


 


6.1                     This agreement will take effect (including
all the rights and undertakings contained herein) on the closing date of the
public offering, i.e. commencing from the date of completing the registration
of the company’s shares on the “NASDAQ” Stock Exchange in New York, USA
(hereinafter: “The Suspending Condition”
or The Determinative Date”),
pursuant to the matter at hand), for an initial period of three years from the
determinative date (hereinafter: “The Basic
Agreement Period”). At the end of each year from the Determinative
Date the basic agreement period will be extended for an additional year
(hereinafter: “The extended agreement period”).
Notwithstanding the above during the month of April of each calendar year each
of the parties will be entitled to notify the other in writing of its intention
not to extend the agreement period for an additional year and in such an
instance the agreement will come to an end at the end of the basic or extended
agreement period, pursuant to the matter at hand.


 


6.2                     Notwithstanding the foregoing, if for any
reason the suspending term is not fulfilled within 4 months from the date of
signing this agreement, this agreement will be null and void and no party will
have any claim or assertion against the other.


 


6.3                     Notwithstanding the foregoing, this agreement
will come to an end in and of itself (hereinafter: “The Agreement Termination Date”), that will apply 30 days
after each of the following:


 


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6.3.1                                                                        the date upon which Rivel’s and Delta’s total
cumulative holdings of Company’s shares falls below 47% of the paid up and
issued share capital of the Company, however, if at the end of the Agreement
Termination Date, Rivel’s and Delta’s total cumulative holdings of Company’s
shares exceeds 47% of the issued and paid company share capital and in such an
instance no party will have any claim or assertion against the other.


 


6.3.2                                                                        The date upon which Rivel’s term of office as
Chief Executive Officer of the Company is ended other than in the case Delta
and all directors serving on its behalf objected to such a decision.


 


For
the avoidance of doubt, it is clarified that, the intention of clause 6.3.2
aforementioned is not to fetter the discretion of the directors of the Company
serving on Delta’s behalf to obligate them to vote against the decision of
dismissal.


 


6.4                     Taking the above into account, and the
purpose of this agreement as an agreement that is intended to organize the
parties relationships as shareholders in the company and subject to the
provisions of this Section 6 and the provisions of the law, hence with the
passing of time in and of itself, under no circumstances, will there be grounds
to rescind this agreement and it will remain in effect without any limitation
of time.


 


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7.                           General


 


7.1                     This agreement expresses all the consents
between the parties and replaces and nullifies any representation and consent,
in writing or oral, that was in existence, if in existence, between the parties
concerning the above matter prior to signing this agreement.


 


7.2                     The parties’ addresses are as specified in
the preamble to this agreement. Any notice sent from one party to the other
pursuant to the addresses above will be considered as if reaching the recipient
if sent by mail – within 3 business days from the date it was delivered to be
dispatched by registered mail from a post office in Israel, if hand-delivered –
immediately upon its delivery and if sent by electronic mail or facsimile – on
the date it is received provided that the sender ensured, by telephone, that it
was received by the recipient.


 


7.3                     Any of the parties rights and/or undertakings
pursuant to the provisions of this agreement, in whole or any part hereof,
cannot be assigned, endorsed and/or transferred and/or charged unless with the
other party’s advance and written consent.


 


Notwithstanding
the above it is hereby agreed that Delta will be entitled to assign or endorse,
whether directly or indirectly, all its rights and undertakings under this
agreement within a transfer or sale of its holdings in the company to a
corporation within its control and/or to a corporation that controls it and/or
to a corporation in control of a corporation that controls it, provided that
the Transferee corporation


 


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assumes
the provisions of this agreement as a condition precedent to such an assignment
or endorsement.


 


7.4                     No waiver, extension, reduction or abstention
from acting in a timely manner by any of the parties will be considered a
waiver of any of its rights nor will it serve as a bar to any claim.


 


7.5                     Any amendment of this agreement or waiver by
any party of a right granted to it will not be valid unless executed in writing
and signed by both parties.


 


7.6                     To remove any doubt it is hereby clarified
that the laws of the State of Israel will apply to this agreement and it will
be interpreted pursuant thereto. The exclusive jurisdiction over any dispute or
differences of opinion between the parties in connection with this agreement
and performance hereof will be granted exclusively to the competent courts in
the city of Tel-Aviv, pursuant to the matter at hand and only to those courts.


 


In Witness Hereof The Parties Have Hereto Set Their
Hands:


 


	
  (-)

  	
   

  	
  (-)

  
	
  Del-Ta Engineering Equipment Ltd.

  	
   

  	
  David Rivel

  



 


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APPENDIX “A”


 


POWER OF ATTORNEY


 


I
the undersigned, David Rivel, I.D.
65567117, of                    
Street,                   
as owner and/or holder of shares in the RRSAT Global Communications Network
Ltd. Company (Company No. 510896293) (hereinafter: “The Company”) hereby irrevocably, grant power of attorney to
each one of those listed below, to appear, participate and vote in my name and
instead of me, at their absolute discretion, at the company’s general meetings
of any type that are convened commencing from the date of signing this power of
attorney, pertaining to any matter on the agenda regarding the appointment of
directors in the company, removing them from office, substituting and/or
replacing them, and this in return of all the shares I own in the company
(whether directly or indirectly by means of a corporation within my control) as
they may be from time to time.


 


Below
are the names of the powers of attorney:


 


1.                                       Del-Ta Engineering Equipment Ltd., Company
No. 510463482.


2.                                                                                                 ,
                                        .


3.                                                                                                 ,
                                        .


 


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4.                                                                                                 ,
                                        .


 


In Witness Hereof I Hereto Set My Hands On This     
Day In                             


 


 


 




	
   

  	
   

  	
   

  
	
   

  	
  David Rivel

  	
   

  






 


 


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Addendum to Shareholders Agreement dated
5.10.2006


 


Executed and signed in Tel-Aviv on this 26th
day of the month of October, 2006


 


	
  BY:

  	
   

  	
  Del-Ta Engineering Equipment Ltd.

  
	
   

  	
   

  	
  (Company No. 510463482)

  
	
   

  	
   

  	
  of 8 Shaul Hamelech Street, Tel-Aviv

  
	
   

  	
   

  	
  (Hereinafter: “Delta”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On the One Part;

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  David Rivel

  
	
   

  	
   

  	
  I.D. 65567117

  
	
   

  	
   

  	
  of 24 Arava Street, Omer

  
	
   

  	
   

  	
  and/or any corporation within his control

  
	
   

  	
   

  	
  (hereinafter: “Rivel”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On the Second Part;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (together, referred to below as the “parties”)

  
	
   

  	
   

  	
   

  
	
  WHEREAS:

  	
   

  	
  Delta and Rivel are shareholders of RRSat Global Communications
  Network Ltd. (Company No. 510896293) (hereinafter: “the Company”); and

  
	
   

  	
   

  	
   

  
	
  WHEREAS:

  	
   

  	
  the Company began proceedings to issue its shares to the public
  (hereinafter: “the Public Offering”)
  and register them for trading on the “NASDAQ” Stock Exchange in New York, USA
  (hereinafter, also: “the Stock Exchange”);
  and

  
	
   

  	
   

  	
   

  
	
  WHEREAS:

  	
   

  	
  the parties entered into an agreement on 5.10.2006 in connection with
  their holdings in the Company, subject to and following the Public Offering
  (hereinafter: “the Agreement”);
  and

  
	
   

  	
   

  	
   

  
	
  WHEREAS:

  	
   

  	
  the parties understand that so long as the Agreement between the
  parties is in effect and for the period thereafter required by law, the
  parties will be deemed a “Group/Holder” for purposes of Rule 144
  (hereinafter: “Rule 144”) of the
  rules of the Securities and 

  



 


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  Exchange Commission of the U.S.A. (hereinafter: “the Commission”) with respect to the
  amount of restricted shares of the Company (Restricted Shares) that is
  permitted to be sold as on the Stock Exchange (hereinafter: “the Permitted Amount”) and which is
  exempt from registration (Registration) (hereinafter: an “Exempt Sale”); and

  
	
   

  	
   

  	
   

  
	
  WHEREAS:

  	
   

  	
  the parties are interested to settle their activity with respect to
  submitting Forms 144 in connection with expected sales of their shares
  (hereinafter: “Sale Notices”)
  and the consummation of Exempt Sales in accordance with Rule 144;

  



 


 


Therefore it is declared, stipulated and
agreed between the parties as follows:


 


1.         The preamble to this
addendum constitutes an integral part hereof.


 


2.         All terms used in this
addendum shall have the meanings ascribed to them in the Agreement, unless
explicitly provided otherwise.


 


3.         Each party shall be
permitted to submit a Sale Notice to the Commission.  Any party submitting such a Sale Notice shall
send a copy to the other party within one business day.


 


4.         It is agreed, that
subject to Section 5 below, each party shall be permitted to sell shares up to
one half of the Permitted Amount on the date of sale (after deducting any
amount of shares that was sold by such party out of the Permitted Amount).  Each party shall notify the other party in
writing of the consummation of an Exempt Sale following its consummation.


 


5.         Notwithstanding Section
4 above, it is agreed that in each quarter during the First Period (as defined
below), the parties shall be permitted to sell on the Stock Exchange the
Permitted Amount, in the proportion and in the preference, set forth below:


 


                                5.1           First, Rivel shall be permitted to
sell up to 1% of the issued share capital of the Company;


 


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                                5.2           Second, Delta shall be permitted to
sell up to 1% of the issued share capital of the Company, if any portion of the
Permitted Amount is available beyond the amount set forth in Section 5.1;


 


                                5.3           Third, each of the parties shall be
permitted to sell up to one half of the remainder of the Permitted Amount
beyond the amounts set forth in Section 5.1 and 5.2 above.


 


Each party shall notify the other party in writing of the consummation
of an Exempt Sale following its consummation.


 


For purposes of this Section, the “First Period” shall mean the period
beginning at the end of the lock-up period set forth in the underwriting
agreement for the Public Offering, and ending on the date the earlier occurs:
(i) nine months after the beginning of the period stated above; or (ii) Rivel
sold after the Public Offering, in the Stock Exchange or in transactions not
through the Stock Exchange (including sales by Rivel to Delta in any way,
including pursuant to Sections 4.1 and 4.2 of the Agreement), an aggregate
amount of shares of the Company constituting 3% of the issued share capital of
the Company.


 


For the avoidance of doubt, this Section shall expire at the end of the
First Period, as defined above.


 


6.         Seven business days
prior to the end of the Exempt Sale period set forth in a Sale Notice
submitted, each party that sold prior to the relevant date its full portion of
the Permitted Amount shall be permitted to request the other party that did not
sell its full portion of the above-referenced Permitted Amount, to sell
additional Restricted Shares up to a cap of the remaining unused balance of the
other party’s portion of the Permitted Amount. 
Subject to the above, the other party shall not deny the request other
than for reasonable reasons, which shall be delivered in writing to the
requesting party, within two business days from the date of the request.


 


For purposes of notices under this section, the provisions of Section
4.2.7 of the Agreement shall apply.


 


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It is agreed, that if Delta permits Rivel to sell additional Restricted
Shares up to Delta’s unused balance in accordance with this section above
((hereinafter: the “Additional Amount”),
and Rivel notifies Delta of his intention to sell the Additional Amount or a
portion thereof in accordance with Section 4.2 of the Agreement, but Delta does
not exercise its right to purchase the Additional Amount or a portion thereof
subject to and in accordance with Section 4.2 of the Agreement, then Rivel
shall not be entitled to be indemnified by Delta with respect to the Additional
Amount in accordance with Section 4.2.6 of the Agreement, and the remaining
provisions of Section 4.2 of the Agreement shall not be effected.


 


7.         For the avoidance of
any doubt, the provisions of this addendum shall not change in any way existing
provisions of the Agreement, including the parties’ obligations pursuant to
Section 4.2 of the Agreement with respect to limitations on sales of Rivel’s
shares in the Stock Exchange.  For the
avoidance of any doubt, the provisions of this addendum shall remain in effect
so long as the Agreement remains in effect. 
This addendum shall terminate on the date the Agreement terminates for
whatever reason.


 


In Witness Hereof The Parties Have Hereto
Signed:


 


 


	
  (-)

  	
   

  	
  (-)

  
	
  Del-Ta Engineering Equipment Ltd.

  	
   

  	
  David Rivel

  



 


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