Exhibit 10.2
EXHIBIT A
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS.
THESE SECURITIES AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
RADVIEW SOFTWARE LTD.
ADDITIONAL INVESTMENT RIGHT
Additional Investment Right No. [
]
Dated:
March 11, 2004
RadView Software Ltd., an Israeli corporation (the "Company"), hereby certifies
that, for value received, [Name of Holder] or its registered assigns (the
"Holder"), is entitled to purchase from the Company up to a total of
[
](1) Ordinary Shares, NIS 0.01 par value per share (the "Ordinary
Shares"), of the Company (each such share, a "Additional Investment Right Share"
and all such shares, the "Additional Investment Right Shares") at an exercise
price equal to $0.81 per share (as adjusted from time to time as provided in
Section 9, the "Exercise Price"), at any time commencing on the date hereof and
through and including the date that is one year after the Effective Date (the
"Expiration Date"), and subject to the following terms and conditions. This
Additional Investment Right (this "Additional Investment Right") is one of a
series of similar additional investment rights issued pursuant to that certain
Securities Purchase Agreement, dated as of the date hereof, by and among the
Company and the Purchasers identified therein (the "Purchase Agreement").
All
such additional investment rights are referred to herein, collectively, as the
"Additional Investment Rights."
1.
DEFINITIONS.
IN ADDITION TO THE TERMS DEFINED ELSEWHERE IN THIS
ADDITIONAL INVESTMENT RIGHT, CAPITALIZED TERMS THAT ARE NOT OTHERWISE DEFINED
HEREIN HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE PURCHASE AGREEMENT.
2.
REGISTRATION OF ADDITIONAL INVESTMENT RIGHT.
THE COMPANY SHALL
REGISTER THIS ADDITIONAL INVESTMENT RIGHT, UPON RECORDS TO BE MAINTAINED BY THE
COMPANY FOR THAT PURPOSE (THE "ADDITIONAL INVESTMENT RIGHT REGISTER"), IN THE
NAME OF THE RECORD HOLDER HEREOF FROM TIME TO TIME.
THE COMPANY MAY DEEM AND
TREAT THE REGISTERED HOLDER OF THIS ADDITIONAL INVESTMENT RIGHT AS THE ABSOLUTE
OWNER HEREOF FOR THE PURPOSE OF ANY EXERCISE HEREOF OR ANY DISTRIBUTION TO THE
HOLDER, AND FOR ALL OTHER PURPOSES, ABSENT ACTUAL NOTICE TO THE CONTRARY.
(1) Equal to 100% of the Common Stock Ordinary Shares purchased by the Purchaser
named herein under the Purchase Agreement.
3.
REGISTRATION OF TRANSFERS.
THE COMPANY SHALL REGISTER THE
TRANSFER OF ANY PORTION OF THIS ADDITIONAL INVESTMENT RIGHT IN THE ADDITIONAL
INVESTMENT RIGHT REGISTER, UPON SURRENDER OF THIS ADDITIONAL