SHARES WILL BE
IMPRINTED WITH A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE SHARES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE
SECURITIES ACT, OR AN OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES
SATISFACTORY TO RADVIEW SOFTWARE LTD., THAT REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT."
9.6.
INVESTMENT PURPOSE.
EACH INVESTOR REPRESENTS AND AGREES THAT THE
ACQUIRED SHARES, ADDITIONAL ACQUIRED SHARES, WARRANTS, ADDITIONAL WARRANTS,
WARRANT SHARES AND THE ADDITIONAL WARRANT SHARES ARE PURCHASED AND ISSUED FOR
INVESTMENT PURPOSES, FOR ITS OWN ACCOUNT, AND WITHOUT PRESENT INTENTION TO SELL
OR DISTRIBUTE THEM OTHER THAN UNDER APPLICABLE SECURITIES LAWS AND THE TERMS OF
THIS AGREEMENT.
9.7.
RECEIPT OF INFORMATION.
WITHOUT DEROGATING FROM THE COMPANY'S
UNDERTAKINGS UNDER THIS AGREEMENT, INCLUDING THE ACCURACY OF ALL REPRESENTATIONS
AND WARRANTIES MADE BY IT, AT THE FIRST CLOSING, EACH INVESTOR WILL BE DEEMED TO
HAVE CONFIRMED THAT IT HAS REVIEWED THE PREVIOUS PUBLIC FILINGS OF THE COMPANY
AND IT RECEIVED SUCH INFORMATION AND HAS CONDUCTED SUCH INDEPENDENT EXAMINATIONS
AS IT DEEMED NECESSARY.
9.8.
BROKERS' OR FINDERS' FEES.
NO AGENT, FINDER OR BROKER ACTING ON
BEHALF OF OR UNDER THE AUTHORITY OF SUCH INVESTOR, IS OR WILL BE ENTITLED TO ANY
BROKER'S OR FINDER'S FEE OR ANY OTHER SIMILAR COMMISSION OR FEE IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, IN THE EVENT OF ANY BREACH OF THE PROVISIONS OF THIS SECTION, SUCH
INVESTOR SHALL FULLY
9
INDEMNIFY AND COMPENSATE THE COMPANY FOR ANY DAMAGE OR LOSS, WHICH THEY ACTUALLY
INCUR DUE TO SUCH BREACH.
9.9.
EFFECTIVENESS.
EACH REPRESENTATION AND WARRANTY HEREIN IS DEEMED
TO BE MADE ON THE DATE OF THIS AGREEMENT (UNLESS SPECIFICALLY STATED OTHERWISE)
AND AS OF THE DATE OF THE FIRST CLOSING. IN ADDITION, WITH RESPECT TO ANY
INVESTOR PARTICIPATING AT ANY ADDITIONAL CLOSING, THE REPRESENTATIONS AND
WARRANTIES MADE BY THE INVESTORS HEREIN, EXCEPT FOR THE REPRESENTATION CONTAINED
IN SECTION 9.7 ABOVE, ARE DEEMED AS WELL TO BE MADE AS OF THE DATE OF ANY
ADDITIONAL CLOSING.
10.
REGISTRATION RIGHTS
THE INVESTORS SHALL BE GRANTED WITH CERTAIN REGISTRATION RIGHTS WITH RESPECT TO
THE ACQUIRED SHARES, ADDITIONAL ACQUIRED SHARES, WARRANT SHARES AND THE
ADDITIONAL WARRANT SHARES AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT
ATTACHED HERETO AS SCHEDULE 10 (THE "REGISTRATION RIGHTS").
11.
ACTIONS PRIOR TO FIRST CLOSING
11.1.
GENERAL MEETING OF SHAREHOLDERS.
THE COMPANY WILL USE REASONABLE
EFFORTS TO CONVENE A GENERAL MEETING OF ITS SHAREHOLDERS AS SOON AS POSSIBLE AND
IN ANY EVENT NOT LATER THAN SIXTY (60) DAYS FOLLOWING THE DATE OF THIS AGREEMENT
(AND NINETY (90) DAYS IF THE SEC ELECTS TO REVIEW THE COMPANY'S PROXY
MATERIALS), TO APPROVE, AMONG OTHER THINGS, THE TERMS OF THIS AGREEMENT (THE
"SHAREHOLDERS MEETING"). THE PROXY STATEMENT MATERIALS WILL BE PROVIDED TO THE
LEAD INVESTOR AND THE