-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DfHOdWuJ351hMvW0FkvWGKTk/6KRMsdF/0AuooGR4hILwcH7Oaj02L6hDQVRIFWF sYatJIL+ClTjCZV7o5yYOA== 0000897204-00-000045.txt : 20000328 0000897204-00-000045.hdr.sgml : 20000328 ACCESSION NUMBER: 0000897204-00-000045 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000327 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADVISION LTD CENTRAL INDEX KEY: 0001105519 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58761 FILM NUMBER: 579086 BUSINESS ADDRESS: STREET 1: 24 RAOUL WALLENBERG STREET STREET 2: TEL AVIV ISRAEL CITY: TEL AVIV BUSINESS PHONE: 01197236455200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0000790925 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: WITTE ISBACHERPLATZ 2 STREET 2: D-80333 CITY: MUNICH GERMANY SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D-1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) RADVISION LTD. (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) M81869 10 5 (CUSIP Number) ANDREAS MATTES SIEMENS AKTIENGESELLSCHAFT INFORMATION & COMMUNICATION NETWORKS GROUP HOFMANNSTRASSE 51, D-81359 MUNICH FEDERAL REPUBLIC OF GERMANY 011 49 89 722 33980 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: KEVIN M. ROYER, ESQ. SIEMENS CORPORATION 153 E. 53RD STREET NEW YORK, NEW YORK 10022 (212) 258-4000 MARCH 17, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| (Continued on following pages) (Page 1 of 10 Pages) NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. 1
CUSIP No. M81869 10 5 13D Page 2 of 10
1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Siemens Aktiengesellschaft 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|_| 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany 7. SOLE VOTING POWER NUMBER OF SHARES 1,625,228 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,625,228 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,625,228 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% 14. TYPE OF REPORTING PERSON CO
2 ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Statement on Schedule 13D relates is the Ordinary Shares, par value NIS 0.1 per share (the "Ordinary Shares"), of RADVision Ltd. (the "Issuer"), a corporation organized under the laws of Israel, with its principal executive offices located at 24 Raoul Wallenberg St., Tel Aviv 69719, Israel. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by Siemens Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany ("Siemens A.G."). Siemens A.G. has its principal office at Wittelsbacherplatz 2, D-80333 Munich, Federal Republic of Germany. Siemens A.G.'s principal business is the design, development, manufacture and marketing of a wide variety of electrical and electronics systems. The directors and executive officers of Siemens A.G. are set forth on Schedules I, attached hereto. Schedules I sets forth the following information with respect to each such person: i. name; ii. business address (or residence address where indicated); iii. present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and iv. citizenship. During the last five years, neither Siemens A.G., nor any person named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate amount of funds used by Siemens A.G. to purchase the shares of Ordinary Shares as described in Item 4 hereof was $27,628,876. Siemens A.G. used funds from its working capital to make the purchase. ITEM 4. PURPOSE OF TRANSACTION 3 On February 22, 2000, the Issuer, Siemens A.G. and certain existing shareholders of the Issuer (the "Selling Shareholders") entered into a Share Purchase Agreement (the "Purchase Agreement"), pursuant to which Siemens A.G. agreed to purchase (i) 365,767 Ordinary Shares and (ii) 1,259,461 Ordinary Shares (collectively, the "Shares") from the Issuer and the Selling Shareholders, respectively, at a per share purchase price equal to the lesser of (i) the offering price per Ordinary Share to be sold pursuant to the Issuer's initial public offering (the "IPO"), which was effective on March 14, 2000 (the "Effective Date"), and which offering price was $17.00 per Ordinary Share and (ii) $17.00 per Ordinary Share. Siemens A.G. purchased the Shares for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business. Although upon purchase of the shares of Ordinary Shares Siemens A.G. obtained the right to appoint one person to the Issuer's Board of Directors, such right will not result in Siemens A.G. controlling the Board or the Issuer's business. Pursuant to the Purchase Agreement, Siemens A.G. also agreed that prior to the date which is 270 days after the Effective Date (the "Lockup Date"), it will not, directly or indirectly, transfer (other than certain permitted transfers to a member of the Siemens group) or offer to transfer any of the Shares, and agreed to enter into an undertaking to that effect addressed to the underwriters of the IPO. Siemens A.G. also agreed that in connection with any underwritten public offering by the Issuer of its equity securities pursuant to an effective registration statement filed under the Securities Act, it will not transfer or offer to transfer any of the Shares without the prior written consent of the Issuer and its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Issuer or such underwriters; provided, however, that such Market Stand-Off shall not exceed 270 days from the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), which closing occurred on March 17, 2000. Siemens A.G. from time to time may review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based upon such review, Siemens A.G. will take such actions in the future as Siemens A.G. may deem appropriate in light of the circumstances existing from time to time. If Siemens A.G. believes that further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, it may acquire shares of Ordinary Shares or other securities of the Issuer either in the open market or in privately negotiated transactions (subject to any applicable restrictions in the Purchase Agreement on Purchaser's ability to purchase additional shares of the Issuer's securities). Pursuant to the Purchase Agreement, Siemens A.G. declared that it will not make a hostile takeover of the Issuer. Similarly, depending on market and other factors, Siemens A.G. may determine to dispose of some or all of the shares of Ordinary Shares currently owned by Siemens A.G. or otherwise acquired by Siemens A.G. in the open market or in privately negotiated transactions (subject to any applicable restrictions in the Purchase Agreement on Purchaser's ability to dispose of shares of the Issuer's securities). 4 Except as set forth in this Item 4 and in Item 6 below, Siemens A.G. has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument's corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Siemens A.G. purchased 365,767 shares newly-issued shares of Ordinary Shares from the Issuer and 1,259,461 shares of Ordinary Shares from the Selling Shareholders on March 17, 2000, for an aggregate purchase price of $27,628,876. The Issuer has indicated that as of March 17, 2000 there were approximately 18,028,596 shares of Ordinary Shares outstanding, including the 1,625,228 shares issued to Siemens A.G. Based on that information, Siemens A.G. owns approximately 9.0% of the issued and outstanding shares of Ordinary Shares. Except as described herein, neither Siemens A.G. nor any other person referred to in Schedule I attached hereto has acquired or disposed of any shares of Ordinary Shares during the past sixty days. Except as otherwise provided in the Voting Agreement, Siemens A.G. has the sole right to vote or direct the vote and dispose or direct the disposition of all of the Shares. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any of the Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As described in Item 4, Siemens A.G. has purchased 1,625,228 shares of Ordinary Shares pursuant to the Purchase Agreement. The Purchase Agreement also provides that upon the Closing, Siemens A.G. shall be entitled to nominate one director on its behalf to the Issuer's Board of Directors pursuant to the Voting Agreement entered into by the parties to the Purchase Agreement (the "Voting Agreement"). Under the Voting Agreement, Siemens A.G. and the Seller Shareholders agreed to vote the Ordinary Shares of the Issuer owned by each of them in favor of the nomination of one representative of Siemens A.G. to the Board of Directors of the Issuer, and as many other representatives of such Seller Shareholders shall indicate (but in no event less then the number of representatives as they had immediately prior to the IPO). Siemens and the Selling Shareholders also agreed to cause the existing Board, and future Boards, to nominate for election such persons in any proxy statement and written ballot sent to the shareholders of the Company in connection with such election or meeting. The parties to the Voting Agreement also agreed that in the event that all Directors, except for one Director, decide in good faith and 5 believing it to be in the best interests of the Company and can substantiate their decision by reasonable proof that the continuing presence of any Director appointed by a party pursuant to Voting Agreement may damage the business prospects of the Company, then (i) the right of such Party to appoint a Director under this Agreement shall immediately terminate and such Board Member shall immediately resign from the Board, (ii) the other parties shall be released from any obligation to vote their Ordinary Shares in favor of such party's nominee, and such party shall be released from its obligations to vote as well and (iii) the parties shall take all actions necessary, including, without limitation, convening a meeting of shareholders, to effect the removal of such Director from the Board. Pursuant to an Assignment of Registration Rights dated February 22, 2000 between Siemens A.G. and the Selling Shareholders, each of the Selling Shareholders assigned to Siemens A.G. any and all of its rights to cause the Issuer to register the shares sold to Siemens A.G. by such Selling Shareholder for trading on any securities exchange at which the Issuer's shares are trading and Siemens A.G. accepted such assignment and agreed to be bound by all of the terms and conditions to which such shareholder was bound with respect to such rights. The description of certain terms of the Purchase Agreement set forth under Item 5 is incorporated in this Item 6 by reference. The foregoing description is a summary of certain terms of the Purchase Agreement and is qualified in its entirety by reference to such document, which is attached as Exhibit 1. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT 1 Share Purchase Agreement dated February 22, 2000 between the Issuer, Siemens A.G. and the Selling Shareholders. EXHIBIT 2 Voting Agreement dated March 17, 2000 between the Siemens A.G. and the Selling Shareholders. EXHIBIT 3 Assignment Of Registration Rights dated February 22, 2000 between the Siemens A.G. and the Selling Shareholders. 6 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. March 27, 2000 SIEMENS AKTIENGESELLSCHAFT By: /s/ Andreas Mattes -------------------- Name: Andreas Mattes Title: President, Siemens AG ICN EN 7 SCHEDULE I The name and position of each of the executive officers and members of the Managing Board of Directors of Siemens A.G. are set forth below. Each of these persons is a Member of the Managing Board of Directors of Siemens AG and each of these persons is a citizen of the Federal Republic of Germany.
NAME POSITION WITH SIEMENS A.G. AND PRINCIPAL BUSINESS ADDRESS OCCUPATION Dr. Heinrich von Pierer President and CEO, Wittelsbacherplatz 2 Head of Corporate Planning and Development D-80333 Munich Department Federal Republic of Germany Dr. Volker Jung Special Responsibilities: Wittelsbacherplatz 2 Components, Information and D-80333 Munich Communications Business Segments, Federal Republic of Regions Africa, Middle East, C.I.S. Germany Mr. Roland Koch Head of Information and Communication Hofmannstrasse 51 Networks Group D-81359 Munich Federal Republic of Germany Dr. Edward G. Krubasik Special Responsibilities: Werner-von-Siemens-Strasse Industry and Transportation Business 50 Segments D-91052 Erlangen Federal Republic of Germany Mr. Heinz Joachim Neuburger Chief Financial Officer Wittelsbacherplatz 2 Head of Corporate Finance Department, D-80333 Munich Special Responsibilities: Federal Republic of Financial Services Germany Prof. Peter Pribilla Head of Corporate Human Resources Wittelsbacherplatz 2 Department, D-80333 Munich Special Responsibilities: Region the Federal Republic of Americas Germany
8
NAME POSITION WITH SIEMENS A.G. AND PRINCIPAL BUSINESS ADDRESS OCCUPATION Mr. Jurgen Radomski Special Responsibilities: Werner-von-Siemens-Strasse Health Care and Lightning Business 50 Segments, D-91052 Erlangen Region Europe Federal Republic of Germany Dr. Claus Weyrich Head of Corporate Technology Department Otto-Hahn-Ring 6 D-81739 Munich Federal Republic of Germany Dr. Gunther Wilhelm Special Responsibilities: Werner-von-Siemens-Strasse Energy Business Segments, 50 Regions Asia, Australia D-91052 Erlangen Federal Republic of Germany Dr. Klaus Wucherer Head of Automation and Drives Group Gleiwitzerstrasse 555 D-90475 Nuremberg Federal Republic of Germany
9 EXHIBIT INDEX EXHIBIT DOC. NO. Exhibit 1 Share Purchase Agreement dated February 22, 2000 between EX-99.1 the Issuer, Siemens A.G. and the Selling Shareholders. Exhibit 2 Voting Agreement dated March 17, 2000 between the Siemens EX-99.2 A.G. and the Selling Shareholders. Exhibit 3 Assignment Of Registration Rights dated February 22, 2000 EX-99.3 between the Siemens A.G. and the Selling Shareholders. 10 EX-99.1 2 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into on this 22nd-day of February 2000. BY AND BETWEEN: (1) The persons whose names and addresses are set out in the first column of EXHIBIT 1 (the "SELLING SHAREHOLDERS"); and (2) SIEMENS Aktiengesellschaft of Hofmannstrasse 51, D-81359, Munich, Germany (the "PURCHASER"); and (3) RADVision Ltd. of Raoul Wallenberg Street, Tel Aviv 69719, Israel (the "COMPANY" and collectively with the Selling Shareholders, the "SELLERS"). WHEREAS: The Company has filed a registration statement with the U.S. Securities and Exchange Commission for the purpose of an initial public offering (the "IPO") of its ordinary shares, par value NIS 0.1 per share (the "ORDINARY SHARES"); and II. The Purchaser desires to purchase an aggregate of 1,625,228 Ordinary Shares (the "SHARES") from the Selling Shareholders and the Company, subject to and in accordance with the terms and conditions set forth herein; and III. The Selling Shareholders desire to sell to the Purchaser 1,259,461 of the Shares (the "SELLING SHAREHOLDERS' SHARES") and the Company desires to sell to the Purchaser 365,767 of the Shares (the "COMPANY'S SHARES"), in each case subject to the terms and conditions set forth herein. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. PREAMBLE AND DEFINITIONS 1.1. The preamble to this Agreement and the exhibits and schedules attached hereto form an integral part of this Agreement. 1.2. In this Agreement and in the exhibits and schedules hereto, unless the context otherwise requires, the following terms shall bear the meanings set forth opposite them: "Closing" The consummation of the transactions contemplated by this Agreement as provided in Section 3. "Registration Statement" The Company's Registration Statement on Form F-1 (File No. 333- ), as amended, initially filed with the U.S. Securities and Exchange Commission on February __, 2000 attached hereto as SCHEDULE 1.1. 2. SALE AND PURCHASE OF SHARES 2.1. Subject to the terms and conditions of this Agreement, (i) the Selling Shareholders agree to sell to the Purchaser, and the Purchaser agrees, upon the basis of the representations and warranties contained herein, to purchase from the Selling Shareholders, the Selling Shareholders' Shares free and clear of any pledges, encumbrances, attachments or any other third party rights of any nature whatsoever; and (ii) the Company agrees to sell to the Purchaser, and the Purchaser agrees, upon the basis of the representations and warranties contained herein, to purchase from the Company, the Company's Shares free and clear of any pledges, encumbrances, attachments or any other third party rights of any nature whatsoever; all of the Shares having all of the rights, preferences, privileges and restrictions set forth in the form of amended Articles of Association of the Company (the "New Articles") to be adopted immediately prior to the closing of the IPO; provided, that, notwithstanding anything herein to the contrary, the Sellers shall not be obligated to sell the Shares to the Purchaser unless the Purchaser purchases all 1,625,228 Shares and the Purchaser shall not be obligated to buy the Shares from the Sellers unless the Sellers sell all 1,625,228 Shares. The Purchase and sale of the Shares is intended to be a private placement and not a public offering or part of a public offering. 2.2. Each of the Selling Shareholders hereby waives, with respect to the Shares to be sold to the Purchaser hereunder, any right of first refusal, pre-emption or any other right which may be conferred on it by the Articles of Association of the Company in effect on the date hereof, by any agreement relating to the Ordinary Shares or otherwise. 2.3. To the extent that any of the Selling Shareholders holds Shares as a trustee for others, it shall be the responsibility of each such Selling Shareholder to procure all releases and/or waivers from all persons for whom such Selling Shareholder holds such Shares in trust. The Selling Shareholders will deliver at the Closing evidence of such release or waiver in a form reasonably satisfactory to the Purchaser. 3. CLOSING 3.1. The purchase and sale of the Shares shall be held at the Company's offices on Raoul Wallenberg Street, Tel Aviv, on the business day of the closing of the IPO at 15:00 (local time) or, if later, upon satisfaction or waiver by the parties hereto of each of the conditions set forth in Section 4 (such date, the "Closing Date"). At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and none of them shall be completed or deemed to be completed until all shall have occurred: 2 3.1.1 Each of the Selling Shareholders shall execute and deliver to the Company a share transfer deed, in the form required to effect the transfer of the number of the Selling Shareholders' Shares set forth opposite their name on Exhibit 2.1 hereto. 3.1.2 Each of the Selling Shareholders shall deliver to the Company its old share certificate or certify in writing that he lost such share certificate or the Company shall declare that a share certificate was never issued to such Selling Shareholder. 3.1.3 The Company shall deliver to the Purchaser, to be held in escrow by the Escrow Agent as defined below until all Closing conditions have been fulfilled, a certified copy of a resolution of the Board of Directors of the Company issuing and allotting the Company's Shares to the Purchaser, together with a duly completed notice of such issuance to the Israel Registrar of Companies in form and substance acceptable for immediate filing with the Israel Registrar of Companies. 3.1.4 The Company shall register the Purchaser in its register of shareholders as the owner of the Shares and shall have the American stock transfer agent issue to the Purchaser a validly executed share certificate representing the Shares within three (3) business days of the Closing. 3.1.5 The Company shall delive to the Purchaser, to be held in escrow by the Escrow Agent as defined below until all Closing conditions have been fulfilled, a duly executed certificate of confirmation from the Secretary of the Company certifying that the Purchaser has been duly registered in the registry of shareholders of the Company as the owner of the Shares. 3.1.6 Each of the Selling Shareholders, the Company and the Purchaser shall deliver to the other Parties a written confirmation attesting that all of the representations, warranties and undertakings provided by it this Agreement are true, correct and effective on and as of the Closing Date. 3.1.7 In consideration for the Shares, the Purchaser shall deposit with the Escrow Agent (as defined hereunder) for the benefit of the Sellers the Purchase Price (as defined hereunder) less any tax which is required to be withheld pursuant to law, to be transferred to the Escrow Agent's bank account [details of which shall be provided to the Purchaser in writing at least 5 business days prior to the Closing Date], in readily available liquid funds, such funds shall be credited to such account immediately by bank transfer executed at the Closing. For purposes of this Agreement, the "PURCHASE PRICE" shall equal the number of the Shares (transferred and issued) multiplied by the Per Share Purchase Price (as defined hereinafter). The "PER SHARE PURCHASE PRICE" shall equal the per share price of the Company's Ordinary Shares to be offered to the public in the IPO prior to any public trading, excluding any underwriting discounts and commissions, provided that in no event shall the Per Share Purchase Price exceed U.S.$17.00. 3 3.2. The Sellers hereby irrevocably appoint Advocate Israel Kantor as trustee (the "ESCROW AGENT") to receive the Purchase Price due by the Purchaser to the Sellers hereunder. The Escrow Agent shall transfer the Purchase Price to RAD Data Communications Ltd. (the "Payment Agent") once all of the Closing conditions have been fulfilled. The Sellers confirm and acknowledge that payments made by the Purchaser or the Escrow Agent to the Payment Agent and acknowledged as received by the Payment Agent shall constitute good and sufficient receipt of such payments as if the payments were made directly to the Sellers. The Purchaser and Escrow Agent shall have no responsibility for the allocation by the Payment Agent among the Sellers of any sum paid by the Purchaser or the Escrow Agent to the Payment Agent. 3.3. For the avoidance of doubt and without derogating from any other documents and agreements which may exist between the parties, it is hereby clarified that the Purchase Price to be paid at the Closing shall be full and complete consideration for the Shares and the Sellers, or any of them, shall not be entitled to any other payment of any nature whatsoever with respect to the Shares. 4. CLOSING CONDITIONS 4.1. The obligation of the Purchaser to purchase the Shares, and of the Sellers to sell the Shares, at the Closing shall be subject to the satisfaction or waiver of the following conditions precedent on or prior to the Closing Date: 4.1.1. The Voting Agreement among the Purchaser and certain of the Selling Shareholders, in the form attached hereto as Exhibit 4.1.1 (the "Voting Agreement"), shall have been executed and delivered by all the parties thereto. 4.1.2. The Umbrella License Agreement between the Company and the Purchaser in the form attached hereto as Exhibit 4.1.2 (the "License Agreement"), shall have been executed and delivered by all the parties thereto. 4.1.3. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by the following regulatory authorities: (i) the Investment Center of the Israeli Ministry of Industry and Trade and (ii) the Office of the Chief Scientist of the Ministry of Industry and Trade. 4.1.4. The closing of the IPO of the Company's Ordinary Shares shall have occurred. 4.1.5. All documents to be delivered by the Company and the Selling Shareholders pursuant to Section 3 above shall be delivered. 4.1.6. The New Articles shall have been duly adopted. 4 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Purchaser as follows: 5.1. ORGANIZATION AND GOOD STANDING. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel and has all requisite corporate power and authority to carry on its business as now conducted. 5.2. AUTHORIZATION. All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of the obligations of the Company hereunder and the authorization, issuance and delivery of the Company's Shares has been taken or will be taken prior to the Closing. Except as set forth in Section 4.1.3 hereof, no consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any governmental authority, domestic or foreign, is required in connection with the valid execution, delivery and performance of this Agreement or the offer, sale and/or issuance of the Shares. 5.3. BINDING EFFECT. This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. 5.4. NO CONFLICTS. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the compliance with the terms and provisions hereof will not conflict with, result in a breach or violation of, or constitute a default under (i) the Company's Memorandum of Association, and the New Articles; (ii) any contract, agreement, lease, license or commitment to which the Company is a party or to which it is subject; (iii) any judgment, order, injunction, decree or ruling of any court or governmental authority, domestic or foreign, to which the Company is subject; and/or (iv) applicable law. 5.5. COMPANY'S SHARES. The Company's Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed, will be duly and validly issued, fully paid and nonassessable. Furthermore, the Company's Shares, when issued, shall be free and clear of any pledges, encumbrances, attachments or any other third party rights of any nature whatsoever. 5.6. EXEMPTION FROM REGISTRATION. Assuming the accuracy of the Purchaser's representations set forth in Section 7 hereof, the offer, sale and issuance of the Company's Shares to the Purchaser on the Closing Date as contemplated by this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"). 5.7. DISCLOSURE. On the Closing Date, the Registration Statement: (i) does not include any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 5.8. ACCOUNTANTS AND FINANCIAL STATEMENTS. The accountants who have certified or shall certify the financial statements filed or to be filed with the Securities and Exchange Commission as part of the Registration Statement are independent accountants as are required by the Securities Act. The consolidated financial statements (including all related notes and schedules) of the 5 Company and its subsidiaries contained in the Registration Statement are complete and correct and fairly present the financial position and results of operations of the Company and its subsidiaries at the respective dates and for the respective periods to which they apply. Such financial statements have been prepared in accordance with generally accepted principles of accounting consistently applied throughout the periods involved. 5.9. TAX REPORTS AND LIABILITY. The Company has timely complied with all requirements pertaining to the filing of tax returns and tax reports and supplied the tax authorities with all required documentation and information. The Company has duly and timely paid in full all taxes shown as due on such returns and reports, except for such untimely payment that would not have a material adverse effect on the Company, or to the extent such taxes are accrued but not yet due, has adequately reserved for the timely payment of any and all such taxes when due. The Company is unaware of any unpaid tax liability or potential tax liability of the Company pertaining to any period or event prior to the date of the execution of this Agreement. 6. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS Each of the Selling Shareholders hereby represents and warrants to the Purchaser as follows: 6.1. ORGANIZATION AND GOOD STANDING. Such Seller is a corporation, limited partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. 6.2. AUTHORIZATION. All corporate action on the part of such Seller, and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of such Seller hereunder, and the transfer and delivery of such Selling Shareholders' Shares has been taken or will be taken prior to the Closing. 6.3. BINDING EFFECT. This Agreement constitutes a valid and binding agreement of such Selling Shareholder, enforceable against such Selling Shareholder in accordance with its terms. 6.4. NO CONFLICTS. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the compliance with the terms and provisions hereof will not conflict with, result in a breach or violation of, or constitute a default under (i) such Selling Shareholders' organizational documents; or (ii) any contract or agreement to which such Selling Shareholder is a party, except in the case of clause (ii) for such conflict, breach, violation or default which would not have a material adverse effect on such Selling Shareholders' business, financial condition or results of operations. 6.5. REGISTRATION STATEMENT. Such Selling Shareholder is familiar with the Registration Statement and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement which has materially adversely affected or may materially adversely affect the business of the Company or any of its subsidiaries; and the sale of the Selling Shareholders' Shares owned by such Selling Shareholder pursuant hereto is not prompted by any information concerning the Company or any of its subsidiaries which is not set forth in the Registration Statement. 6 6.6. TITLE. Such Seller is the record owner of the number of the Selling Shareholders' Shares set forth opposite the name of such Selling Shareholder on Exhibit 2.1 hereto and has good and marketable title to such Shares, free and clear of any pledges, encumbrances, attachments or any other third party right of any nature whatsoever with respect to such Shares. 7. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to each of the Sellers as follows: 7.1. ORGANIZATION AND GOOD STANDING. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Germany. 7.2. AUTHORIZATION. All corporate action on the part of the Purchaser, and its officers, directors and shareholders necessary for the purchase of the Shares pursuant to this Agreement and the performance of its obligations hereunder has been taken or will be taken prior to the Closing. 7.3. BINDING EFFECT. This Agreement constitutes a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms. 7.4. NO CONFLICTS. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the compliance with the terms and provisions hereof will not conflict with, result in a breach or violation of, or constitute a default under (i) the Purchaser's organizational documents; and (ii) any contract or agreement to which the Purchaser is a party, except in the case of clause (ii) for such conflict, breach, violation or default which would not have a material adverse effect on the Purchaser's business, financial condition or results of operations. 7.5. PURCHASE ENTIRELY FOR OWN ACCOUNT. The Shares will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the immediate resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Shares. 7.6. AVAILABLE INFORMATION. The Purchaser has received the following information: the Registration Statement, audited financial statements for the year ending December 31, 1999 included in the Registration Statement and the Business Plan for Year 2000 prior to making its decision to purchase the Shares. 7.7. INVESTMENT EXPERIENCE. The Purchaser is experienced in evaluating and investing in securities of companies in the software and information technology industry. and acknowledges that it is able to fend for itself, can bear the economic risk of the investment in the Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Shares. The Purchaser has not been organized solely for the purpose of acquiring the Shares. 7.8. ACCREDITED INVESTOR. The Purchaser is an "accredited investor," as that term is defined in Rule 501 of Regulation D of the Securities Act. 7 7.9. PURCHASER NOT A U.S. PERSON. The Purchaser is not a "U.S. Person" within the meaning of Rule 902(k) of Regulation S of the Securities Act. 7.10. PURCHASE MADE IN AN "OFFSHORE TRANSACTION" WITH "NO DIRECTED SELLING EFFORTS WITHIN THE UNITED STATES." The Purchaser was not physically present in the United States when the Purchaser was offered the Shares and the offer was not accompanied by any form of advertising in the United States or other "directed selling efforts" within the United States within the meaning of Rule 902(c) of Regulation S of the Securities Act. 7.11. BROKERAGE COMMISSIONS. No broker's commissions were, or will be required to be, paid by the Purchaser in connection with this transaction. 8. REGISTRATION RIGHTS AND STAMP DUTY 8.1 The Selling Shareholders shall assign to the Purchaser the registration rights attached to the Shares sold by them. Said assignment shall be effectuated at the Closing. 8.2 The Company shall pay the stamp duty due on the issuance of the Company's Shares. 9. COVENANTS OF THE PURCHASER 9.1. LOCK UP. Prior to the date which is 270 days after the closing of the IPO (the "LOCKUP DATE"), the Purchaser shall not, directly or indirectly, Transfer (as defined below) or offer to Transfer any of the Shares, and the Purchaser shall sign an undertaking addressed to the underwriters in the form set forth in Exhibit 8.1 to such effect. In order to enforce the transfer restrictions set forth in the prior sentence, the Company may impose stop-transfer instructions with respect to the Shares until the Lockup Date. As used in this Agreement, the term "TRANSFER" shall mean any sale, transfer, assignment, hypothecation, encumbrance or other disposition, whether voluntary or involuntary, of any of the Shares, except for a transfer to a member of the Siemens Group provided that the transferre shall be bound by all obligations under this Agreement, including, but not limited to Exhibit 8.1. In the case of a hypothecation, the Transfer shall be deemed to occur both at the time of the initial pledge and at any pledgee's sale or a sale by any secured creditor or a retention by the secured creditor of the pledged Shares in complete or partial satisfaction of the indebtedness for which the Shares are security. 9.2. MARKET STAND-OFF. In addition to the transfer restrictions set forth in Section 8.1 (which shall in no way be limited by the following), in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, the Purchaser shall not Transfer or offer to Transfer any of the Shares without the prior written consent of the Company and its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Company or such underwriters; provided, however, that such Market Stand-Off shall not exceed 270 days from the Closing. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable stand-off period. 9.3. The Purchaser hereby declares that it will not make a hostile takeover of the Company. 8 9.4. LEGAL OBLIGATIONS. Immediately after the Closing, the Purchaser undertakes to file all the necessary documents and reports required to be filed by the Purchaser by any relevant authority, in Israel, the US or elsewhere, and to abide by all the appropriate rules, regulations and laws applying to a foriegn equity holder, including, without limitation, undertaking towards the Office of Chief Scientist to comply with the Research and Development Law and timely filing a Schedule 13D reporting the acquisition of securities of a public company with the US Securities and Exchange Commission. 9.5. RIGHT TO A DIRECTOR AND VOTING AGREEMENT. Upon the Closing, the Purchaser shall be entitled to nominate one director on his behalf to the Company's Board of Directors by way of a voting agreement. The Board of Directors meetings, and the minutes thereof, shall be in the English language. Directors of the Company and of its subsidiaries shall be entitled to attend meetings of the Board of Directors by means of a conference call, videoconference or similar means of telecommunication which ensure that all participating directors are able to hear each other simultaneously. The Purchaser and the Sellers listed on Schedule 7 hereto agree to enter into an agreement under which the foregoing rights of the Purchaser shall be included and to vote the Ordinary Shares of the Company owned by each of them in favor of the nomination of one representative of the Purchaser to the Board of Directors of the Company, and as many other representatives of such Sellers shall indicate (but in no event less then the number of representatives as they have immediately prior to the IPO), as more fully set forth in the Voting Agreement attached hereto.(including certain instances whereby the board members may exclude a member). 10. DEFAULTING SELLING SHAREHOLDER. If, on the Closing Date, any Selling Shareholder defaults in the performance of its obligations under this Agreement, any of the remaining non-defaulting Selling Shareholders shall have the option to sell the Selling Shareholders' Shares which the defaulting Selling Shareholders agreed but failed to sell on such Closing Date in the respective proportions which the number of Selling Shareholders' Shares set forth opposite the name of each Selling Shareholder in Exhibit 2.1 hereto who elects to sell additional Ordinary Shares as a result of such default bears to the total number of Selling Shareholders' Shares set forth opposite the names of all the Selling Shareholders on Exhibit 1 hereto who elect to sell additional Ordinary Shares as a result of such default. If none (or an insufficient number) of the non-defaulting Selling Shareholders elect to sell the Shares which the defaulting Selling Shareholders agreed but failed to sell on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Selling Shareholders, the Company or the Purchaser. Nothing herein shall derogate from the rights of the Purchaser, in law or equity, against such a defaulting Selling Shareholder. 11. NOTICES 11.1. Any notice, declaration or other communication required or authorized to be given by any party under this Agreement to any other party shall be in writing and shall be personally delivered or sent by facsimile transmission (with a copy by registered mail in either case) addressed to the other party at the address stated below or such other address as shall be specified by the party concerned by notice in accordance with the provisions of this Section. Any notice shall be deemed to have been received on the next following business day. 11.2. Addresses for the purposes of this Section are as follows: 9 Company: Yael Langer, Adv. RADVision Ltd. Raoul Wallenberg Street Tel-Aviv 69719, Israel Fax: (3) 6498248 Sellers: As appearing in the first column of Exhibit 1 with a copy to: Yael Langer, Adv. RADVision Ltd. Legal Department 24 Raoul Wallenberg Street Tel-Aviv 69719, Israel Fax: (3) 6498248 Siemens: Hofmannstrasse 51 D-81359 Munich Germany Attention: Mr. Guenther Barth Fax: (89) 7222 3365 With a copy to: Israel Kantor, Adv. and/or Royi Nachimzon, Adv. Kantor, Elhanani, Tal & Co. 74-76 Rothschild Blvd. Tel-Aviv 65785, Israel Fax: (3) 5662960 Payment Agent: RAD Data Communications Ltd. 24 Raoul Wallenberg Street Tel Aviv 69719 Attention: Eitan Abramovitch Fax: (3) 648 7350 ESCROW AGENT: Israel Kantor, Adv. Kantor, Elhanani, Tal & Co. 74-76 Rothschild Blvd. Tel-Aviv 65785, Israel Fax: (3) 5662960 12. GENERAL 12.1 This Agreement shall (except for any obligation fully performed prior to or at the Closing Date) continue in full force and effect (except for provisions which, in accordance with their express terms, are limited in time or otherwise, insofar as they are so limited) after the Closing Date notwithstanding that the Closing shall have occurred. 10 12.2 All of the parties to this Agreement will after, as well as before and upon, the Closing Date do all acts and things and sign and execute all documents and deeds required for the purpose of implementing the terms of this Agreement. 12.3 None of the rights or obligations under or pursuant to this Agreement may be assigned or transferred to any other person or entity without the written consent of all the parties hereto except that the Sellers and the Purchaser may so transfer or assign to their respective affiliates or between themselves, provided that: (i) the assignee shall be an affiliate of the relevant party at the time it exercises any of its rights or obligations hereunder; (ii) the assignor shall inform the other parties hereto of such assignment at least 5 business days prior to it being effected; (iii) the assignee shall agree in writing to be bound by all of the terms hereof; (iv) the assignor shall remain liable for any and all of its obligations under this Agreement. 12.4 This Agreement contains the whole agreement between the parties relating to the transactions provided for in this Agreement and supersedes all previous agreements, if any, between such parties in respect of such matters and each of the parties to this Agreement acknowledges that in agreeing to enter into this Agreement it has not relied on any representations or warranties except for those contained in this Agreement. 12.5 No failure or delay by any party hereto in exercising any claim, remedy, right, power or privilege under this Agreement shall operate as a waiver nor shall any single or partial exercise of any claim, remedy, right, power or privilege preclude any further exercise thereof or exercise of any other claim, right, power or privilege. 12.6 This Agreement may be executed in two or more counterparts each of which shall be deemed an original but all of which constitute one and the same instrument. 12.7 Except as expressly provided herein, this Agreement may be amended or terminated, and any of the terms hereof waived, only by a document in writing specifically referring to this Agreement and executed by the parties hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party hereto at any time or times to require performance of any provisions hereof shall in no manner affect this right at a later time. No waiver by any party hereto of a breach of any term contained in this Agreement, in any one or more instance, shall be deemed or construed as a further or continuing waiver of any such breach or a waiver of any breach of any other form. 12.8 All Ordinary Share numbers in this Agreement give effect to the stock split and distribution of bonus shares which will take place immediately prior to the closing of the IPO. 12.9 The timing and text of any public announcement regarding the existence of this Agreement or the terms hereof shall be agreed between the parties hereto, such agreement not to be unreasonably withheld and shall also be approved by the Lead Underwriters of the IPO. 12.10 This Agreement shall not be construed as granting any rights to any third party. In this Agreement, third party shall mean any person or entity that is not a party to this Agreement. 13. GOVERNING LAW AND SERVICE OF PROCESS 11 13.1 This Agreement is subject to and shall be interpreted in accordance with the laws of the State of Israel. 13.2 For the purposes of any claim under this Agreement, the addresses of the Selling Shareholders for the purposes of service of process shall be their addresses as set forth in the first column of Exhibit 1, or such other address as any Selling Shareholder shall notify the Purchaser in writing. 14. ARBITRATION 14.1 All disputes arising out of or in connection with this Agreement and other agreements resulting herefrom, including any question regarding its existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce, Paris France, by three arbitrators in accordance with the said rules. The seat of arbitration shall be Tel Aviv, Israel. The procedural law of Israel shall apply where the rules are silent. The language to be used in the arbitration proceeding shall be English 14.2 The parties undertake to abide by and fully implement the arbitration award rendered, and this Section 14 shall be deemed to be an arbitration agreement in accordance with the Arbitration Law-1968. 14.3 Each of the parties or, if there are more than one plaintiff or defendant, each of Yehuda Zisapel and Zohar Zisapel together on behalf of the Sellers and the Purchaser shall nominate one arbitrator for confirmation by the competent authority under the applicable rules ("APPOINTING AUTHORITY") within thirty (30) days. Both arbitrators shall agree on the third arbitrator within 30 days. In the event that an arbitrator is to be appointed by more than one party, and they fail to agree upon the identity of such arbitrator within the aforesaid time period, any other party to the arbitration may request that such arbitrator be appointed by the Appointing Authority. Should the two arbitrators fail, within the above time-limit, to reach agreement on the third arbitrator, he shall be appointed by the Appointing Authority. 15. TERMINATION At any time prior to the Closing Date, the Company shall have the right, in its sole reasonable discretion, to terminate this Agreement AB INITIO without any liability or adverse affect or without it being considered a breach of this Agreement, if the Company can substantiate by reasonable proof that the applicable governmental authorities may prevent the IPO from going forward or substantially delay the IPO process as a result of the transactions contemplated by this Agreement. If the closing of the IPO does not occur within sixty days of the effective date of this Agreement, the Purchaser shall have a right, in its sole and absolute discretion, to terminate this Agreement AB INITIO without any penalty, liability or adverse affect, and without such termination being considered a breach of this Agreement. 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by its duly authorized representatives as of the date first above written. SIEMENS Aktiengesellschaft By: _______________________________ Name: Title: RADVision Ltd. By: _______________________________ Name: Title: THE REST OF THIS PAGE IS LEFT INTENTONALLY BLANK 13
NAME AND ADDRESS OF SELLING SHAREHOLDER SIGNATURE Yehuda Zisapel By: _____________________________ 23 Kisufim Street Name: ____________________________ Tel Aviv, Israel Title: ___________________________ Zohar Zisapel By: _____________________________ 54 Pinchas Street Name: ____________________________ Tel Aviv, Israel Title: ___________________________ Michael & Klil Properties (93) Ltd. By: _____________________________ 12 Hanechoshet Street Name: ____________________________ Tel Aviv 69710 Israel Title: ___________________________ Lomsha Ltd. By: _____________________________ 12 Hanechoshet Street Name: ____________________________ Tel Aviv 69710 Israel Title: ___________________________ Amos Amir By: _____________________________ 9 Eliahu Hacham Street Name: ____________________________ Tel Aviv, Israel Title: ___________________________ Plonit Achzakot Ltd. By: _____________________________ 9 Eliahu Hacham Street Name: ____________________________ Tel Aviv, Israel Title: ___________________________
14
Nichsei Almonit Ltd. By: _____________________________ 12 Hanechoshet Street Name: ____________________________ Tel Aviv 69710 Israel Title: ___________________________ RAD Data Communications Ltd. By: _____________________________ 12 Hanechoshet Street Name: ____________________________ Tel Aviv 69710 Israel Title: ___________________________ Efraim Wachtel By: _____________________________ 20 Hagefen Street Name: ____________________________ Raanana, Israel Title: ___________________________ Daniella Ilan By: _____________________________ 12 Eliahu Hakim Street Name: ____________________________ Tel Aviv, Israel Title: ___________________________ Yoram Holtz By: _____________________________ 18 Hakotzer Street Name: ____________________________ Ramat Hasharon, Israel Title: ___________________________ Dario Zipris By: _____________________________ 9/5 Ussiskin Street Name: ____________________________ Ramat Hasharon, Israel Title: ___________________________ Ilan Seidner By: _____________________________ 3A Kushani Street Name: ____________________________ Ramat Aviv Title: ___________________________ Arie Oren By: _____________________________ 8 Tana Street Name: ____________________________ Rosh Haayin, Israel Title: ___________________________ Aaron Strossberg By: _____________________________ 16 Brodetsky Street Name: ____________________________ Rishon Lezion, Israel Title: ___________________________ Eitan Abramovitch By: _____________________________ 27 Hahatzav Street Name: ____________________________ Mevasseret Zion, Israel Title: ___________________________ Eli Luz By: _____________________________
15
c/o Trust Company of Maritime Bank of Israel Ltd. Name: ____________________________ 35 Ahad Ha'am Street Title: ___________________________ Tel Aviv, Israel Lerosh Investments Ltd. By: _____________________________ c/o Trust Company of Maritime Bank of Israel Ltd. Name: ____________________________ 35 Ahad Ha'am Street Title: ___________________________ Tel Aviv, Israel Trust Company of Maritime Bank of Israel Ltd. By: _____________________________ 35 Ahad Ha'am Street Name: ____________________________ Tel Aviv, Israel Title: ___________________________ ECI Telecom Ltd. By: _____________________________ 30 Hasivim Street Name: ____________________________ Petach Tikva, Israel Title: ___________________________ Factory Systemes SA By: _____________________________ 22, Rue Vladimir Jankelevitch Emerainville, 77437 Name: ____________________________ Marne La Vallee Cedex 2, France Title: ___________________________ Clal Venture Capital LP By: _____________________________ Atidim Technology Park, Bldg. 4 Name: ____________________________ Tel Aviv, Israel Title: ___________________________ Robert Freeman By: _____________________________ 407 Robbins Road Name: ____________________________ Neptune, New Jersey Title: ___________________________ Shrem Pudim Kelner Trust Company Ltd. By: _____________________________ 21 Haarbaah Street Name: ____________________________ Tel Aviv, Israel Title: ___________________________ Evergreen Canada Israel Management Ltd. By: _____________________________ c/o Evergreen Israel Name: ____________________________ 96 Rothschild Blvd. Title: ___________________________ Tel Aviv, Israel IJT Technologies Ltd. By: _____________________________ c/o Evergreen Israel Name: ____________________________ 96 Rothschild Blvd. Title: ___________________________ Tel Aviv, Israel
16
Periscope I Fund LP, an Israeli partnership By: _____________________________ c/o Evergreen Israel Name: ____________________________ 96 Rothschild Blvd. Title: ___________________________ Tel Aviv, Israel Periscope I Fund LP, a Delaware partnership By: _____________________________ c/o Evergreen Israel Name: ____________________________ 96 Rothschild Blvd. Title: ___________________________ Tel Aviv, Israel
17 EX-99.2 3 VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") made and entered into as of the ___ day of March, 2000 by and between (1) the persons listed in Schedule I hereto (the "Existing Shareholders"); and (2) Siemens Aktiengesellschaft (the "New Shareholder", and together with the Existing Shareholders, collectively referred to herein as the "Parties"). WHEREAS, the Existing Shareholders, RADVision Ltd. (the "Company") and the New Shareholder have entered into a Share Purchase Agreement dated February 22, 2000 (the "Share Purchase Agreement"), under which the New Shareholder is acquiring ordinary shares of the Company, par value NIS 0.1 per share (the "Ordinary Shares") from the Existing Shareholders and the Company; and WHEREAS, pursuant to the terms of the Share Purchase Agreement, the Parties have agreed to enter into an agreement with respect to the voting of the Ordinary Shares held by each of the Parties. NOW, THEREFORE, the Parties agree as follows: 1. INTERPRETATION 1.1. The recitals to this Agreement constitute an integral part hereof. 1.2. In this Agreement, all capitalized terms which are not defined herein shall have the meaning ascribed to such terms in the Share Purchase Agreement. 2. TERM Subject to Section 4 hereof, the initial term of this Agreement shall be for three years from the Closing Date, and thereafter shall be automatically extended for two successive additional one year periods, unless terminated by any of the Parties upon written notice to the other Parties given at least sixty (60) days prior to the expiration date of the then current term. 3. AGREEMENT TO VOTE FOR DIRECTORS 3.1 Each of the Parties hereby agrees to vote, either in person or by its nominee or proxy, all Ordinary Shares beneficially owned, directly or indirectly, by such Party on the date hereof or hereafter acquired, at a regular or special meeting of the Company's shareholders (or by written consent) at which the directors ("Directors") of the Company's board of directors (the "Board") are to be elected, in favor of a slate of Directors consisting of: (i) one nominee of the New Shareholder to the Board, and (ii) as many other representatives that such Selling Shareholders shall unanimously indicate (but in no event less than the number and identity of representatives as they have immediately prior to the IPO). The Parties further agree to cause the existing Board, and future Boards, to nominate for election such persons in any proxy statement and written ballot sent to the shareholders of the Company in connection with such election or meeting. 3.2 At least three days in advance of each regular or special meeting of the Company's shareholders at which the Directors of the Board are to be elected, the Parties entitled to select nominees to the Board will notify the other Parties of the identity of the nominee(s) to be elected to the Board in accordance with Section 3.1 above. 3.3 Upon the Closing, the nominee of the New Shareholder shall be appointed as a Director to the Board in accordance with Article 88 of the Company's Articles of Association, or by the convention of a regular or special meeting. 4. TERMINATION OF DIRECTORSHIP In the event that all Directors, except for one Director, decide in good faith and believing it to be in the best interests of the Company and can substantiate their decision by reasonable proof that the continuing presence of any Director appointed by a Party pursuant to Section 3 hereof as a Director of the Board may damage the business prospects of the Company, then (i) the right of such Party to appoint a Director under this Agreement shall immediately terminate and such Board Member shall immediately resign from the Board, (ii) the other Parties shall be released from any obligation to vote their Ordinary Shares in favor of such Party's nominee, and such Party shall be released from its obligations to vote as well and (iii) the Parties shall take all actions necessary, including, without limitation, convening a meeting of shareholders, to effect the removal of such Director from the Board. 5. TRANSFER AND PLEDGE OF ORDINARY SHARES 5.1 Ordinary Shares of a Party to this Agreement transferred to an Affiliate or to another Party to this Agreement shall continue to be bound by this Agreement. For purposes of this Agreement, an "Affiliate" shall mean a 'relative' (as such term is defined in the Companies Law-1999) and/or any entity in which a Party hereto, or a 'relative' of a Party hereto, holds an equity interest. 5.2 Any pledge, mortgage, hypothecation, encumbrance and the like (collectively referred as the "Pledge") of the Ordinary Shares owned by the Parties hereto shall be subject to: (i) the inclusion of the provisions of this Agreement in the Pledge documents; and (ii) the written commitment of the Pledgee to be bound by, and comply with, the provisions of this Agreement, including the commitment of the Pledgee to bind any transferees to such a commitment should it exercise the Pledge. 2 6. REMEDIES The Parties acknowledge that time is of the essence under this Agreement for the performance of the acts contemplated hereunder and that this Agreement, and each provision contained herein, is subject to specific performance by any court of competent jurisdiction. 7. NOTICES All notices or other communications required or permitted hereunder shall be in writing (except as otherwise provided herein) and shall be deemed duly given when received by delivery in person, by facsimile, telex or telegram or by an overnight courier service addressed to the address of the respective Party set forth opposite the name of such Party on Schedule I hereto. 8. SUCCESSORS The terms and conditions of this Agreement shall inure to the benefit and be binding upon the respective successors of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 9. GOVERNING LAW AND ARBITRATION 9.1 This Agreement is subject to and shall be interpreted in accordance with, the laws of the State of Israel. 9.2 Without derogating from that stated in section 6 above, the Parties hereto agree that the Arbitration provision of the Share Purchase Agreement shall be binding upon them with respect to this Agreement and any and all issues and disputes arising hereunder. 3 IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date first above-mentioned.
Siemens Aktiengesellschaft Amos Amir By:_______________________ __________________________ Name: Title: Yehuda Zisapel Zohar Zisapel _________________________ __________________________ Plonit Achzakot Ltd. Nichsei Almonit Ltd. By:_______________________ By:_______________________ Name: Name: Title: Title: Michael and Klil Holdings (93) Ltd. Evergreen Canada Israel Management Ltd. By:_______________________ By:_______________________ Name: Name: Title: Title: Lomsha Ltd. Periscope I Fund, Israeli Partnership By:_______________________ By:_______________________ Name: Name: Title: Title: RAD Data Communications Ltd. Periscope I Fund, LP By:_______________________ By:_______________________ Name: Name: Title: Title: Clal Venture Capital Fund LP IJT Technologies Ltd. By:_______________________ By:_______________________ Name: Name: Title: Title:
4 SCHEDULE I
PARTY ADDRESS Yehuda Zisapel Atidim Technllogical Park, Building No. 4, Tel-Aviv Zohar Zisapel 12, Hanechoshet Street, Tel-Aviv Michael and Klil Holdings (93) Ltd. 12, Hanechoshet Street, Tel-Aviv Lomsha Ltd. 12, Hanechoshet Street, Tel-Aviv RAD Data Communications Ltd. 12, Hanechoshet Street, Tel-Aviv Amos Amir Eliahu Hakim 9/3, Tel-Aviv Plonit Achzakot Ltd. Eliahu Hakim 9/3, Tel-Aviv Nichsei Almonit Ltd. Eliahu Hakim 9/3, Tel-Aviv Clal Venture Capital Fund LP Atidim Technllogical Park, Building No. 4, Tel-Aviv Evergreen Canada Israel Management Ltd. 96 Rothschild Blvd. Tel-Aviv 65224 Periscope I Fund, Israeli Partnership 96 Rothschild Blvd. Tel-Aviv 65224 Periscope I Fund, LP 96 Rothschild Blvd. Tel-Aviv 65224 IJT Technologies Ltd. 96 Rothschild Blvd. Tel-Aviv 65224
5 EX-99.3 4 ASSIGNMENT OF REGISTRATION RIGHTS Each of the undersigned (collectively the "Transferors") hereby assigns to SIEMENS AKTIENGESELLSCHAFT (the "Transferee") any and all of its rights to cause RADVision Ltd. (the "COMPANY") to register the Shares (as such term is defined hereunder) for trading on any securities exchange at which the Company's shares are trading (the "Registration Rights") as described in Annex A that is attached hereto, and the Transferee hereby accepts the said assignment of the Registration Rights and agrees to be bound by all of the terms and conditions to which such Transferor was bound at the time of the execution of this deed with respect to the Registration Rights of the Shares. For purposes of this deed, the following term shall bear the meaning ascribed to it, as follows: "SHARES" - The Company's ordinary shares par value NIS 0.1 per share, sold by each of the Transferors to the Transferee pursuant to a Share Purchase Agreement dated February 22nd, 2000, a copy of which is attached hereto as ANNEX B. This deed shall be effective as of March 17th, 2000. [SIGNATURES ATTACHED HERETO] __________________________ Transferors Transferee By: ______________________ Title: ___________________ CONFIRMATION OF COMPANY RADVision Ltd. hereby confirms that it has received notice of the above-described assignment and that said assignment is binding upon it. _____________________________ RADVision Ltd. By: _________________________ Title: ______________________ SIGNATURES OF TRANSFERORS: [TO BE COMPLETED] ANNEX A THE REGISTRATION RIGHTS 1. The registration rights of 971,432 ordinary shares par value NIS 0.1 per share shall be pursuant to the terms and conditions of the share purchase agreements, dated April 18th, 19th, 26th and 27th 1995, by and between the Company and, INTER ALIA, the Transferors or any of them (as applicable). 2. The registration rights of 35,970 ordinary shares par value NIS 0.1 per share shall be pursuant to the terms and conditions of a share purchase agreement, dated September 12th, 1996, by and between the Company and, INTER ALIA, the Transferors or any of them (as applicable). 3. The registration rights of 223,535 ordinary shares par value NIS 0.1 per share shall be pursuant to the terms and conditions of a share purchase agreement, dated May 12th, 1998, by and between the Company and, INTER ALIA, the Transferors or any of them (as applicable). -----END PRIVACY-ENHANCED MESSAGE-----