INTERPRETATION OF THIS ADDITIONAL INVESTMENT RIGHT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO
THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
EACH PARTY HEREBY IRREVOCABLY
WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR
CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
THE COMPANY HEREBY WAIVES ALL
RIGHTS TO A TRIAL BY JURY.
(D)
THE HEADINGS HEREIN ARE FOR CONVENIENCE
ONLY, DO NOT CONSTITUTE A PART OF THIS ADDITIONAL INVESTMENT RIGHT AND SHALL NOT
BE DEEMED TO LIMIT OR AFFECT ANY OF THE PROVISIONS HEREOF.
(E)
IN CASE ANY ONE OR MORE OF THE PROVISIONS
OF THIS ADDITIONAL INVESTMENT RIGHT SHALL BE INVALID OR UNENFORCEABLE IN ANY
RESPECT, THE VALIDITY AND ENFORCEABILITY OF THE REMAINING TERMS AND PROVISIONS
OF THIS ADDITIONAL INVESTMENT RIGHT SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED
THEREBY AND THE PARTIES WILL ATTEMPT IN GOOD FAITH TO AGREE UPON A VALID AND
ENFORCEABLE PROVISION WHICH SHALL BE A COMMERCIALLY REASONABLE SUBSTITUTE
THEREFOR, AND UPON SO AGREEING, SHALL INCORPORATE SUCH SUBSTITUTE PROVISION IN
THIS ADDITIONAL INVESTMENT RIGHT.
9
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SIGNATURE PAGE FOLLOWS]
10
IN WITNESS WHEREOF, the Company has caused this Additional Investment Right to
be duly executed by its authorized officer as of the date first indicated above.
RADVIEW SOFTWARE LTD.
By:
Name:
Title:
11
FORM OF EXERCISE NOTICE
(To be executed by the Holder to exercise the right to purchase Ordinary Shares
under the foregoing Additional Investment Right)
To:
RADVIEW SOFTWARE LTD.
The undersigned is the Holder of Additional Investment Right No.
(the "Additional Investment Right") issued by RadView Software Ltd., an Israeli
corporation (the "Company").
Capitalized terms used herein and not otherwise
defined have the respective meanings set forth in the Additional Investment
Right.
1.
THE ADDITIONAL INVESTMENT RIGHT IS CURRENTLY EXERCISABLE TO PURCHASE A TOTAL OF
ADDITIONAL INVESTMENT RIGHT SHARES.
2.
THE UNDERSIGNED HOLDER HEREBY EXERCISES ITS RIGHT TO PURCHASE
ADDITIONAL INVESTMENT RIGHT SHARES PURSUANT
TO THE ADDITIONAL INVESTMENT RIGHT.
3.
THE HOLDER INTENDS