<PAGE>
EXHIBIT 10.5
Date: April 28, 1999
Bank Hapoalim B.M.
Head Office
45 Rothschild Blvd.
Tel-Aviv
Re: Intention Letter For Granting Credit
----------------------------------------
Dear Sirs:
This letter sets out our mutual agreement as follows:
1. Pursuant to an Interim Letter for Granting Credit dated March 7, 1999 (the
"Intention Letter"), Bank Hapoalim B.M. (the "Bank") has agreed to provide
Accord Video Telecommunications Ltd. (the "Company") with a credit line in
the amount of US$4,000,000 (the "Credit Line") and the Company agreed to
grant the Bank an option to acquire shares in the Company. The Company and
the Bank have since agreed that such option will be in the form of a
Warrant in the form annexed hereto (the "Warrant").
2. Pursuant to Section 10 of the Warrant, certain registration rights granted
by the Warrant are subject to the consent of the shareholders of the
Company and pursuant to Section 11 of the Warrant, the Warrant is subject
to and conditional upon the waiver or non-exercise by all shareholders of
the Company of certain pre-emptive rights.
3. The Company and the Bank have agreed that the Company will use its
reasonable efforts to obtain the Consents and Waiver referred to in Section
2 above (the "Consent and Waiver") within the period of thirty-five (35)
days following the Effective Date, as defined in the Warrant (the "Interim
Period").
4. Until the Consent and Waiver is obtained, the amount of the Credit Line
utilized shall not exceed US$2,000,000. Once the Consent and Waiver is
obtained the Credit Line shall be utilizable in full.
5. In the event the Company has not informed the Bank of the receipt of the
Consent and Waiver prior to the expiration of the Interim Period, the
Warrant shall be null and void. In such case the Bank shall have the right,
exercisable by written notice to the Company given within five (5) days of
the end of the Interim Period, to demand immediate payment of all amounts
outstanding pursuant to the Credit Line. The Bank's rights pursuant to this
Section 5 shall constitute its sole and exclusive remedy in respect of the
failure of the Company to obtain the Consent and Waiver.
Please indicate your acceptance of the foregoing in the space provided below.
Sincerely yours,
/s/ [ILLEGIBLE]
------------------------------
Accord Telecommunications Ltd.
Agreed to and accepted:
/s/ [ILLEGIBLE]
-----------------------
Bank Hapoalim B.M.
<PAGE>
FORM OF WARRANT
-1-
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT
AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THIS WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE
QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.
WARRANT TO PURCHASE ORDINARY SHARES
-----------------------------------
Accord Telecommunications Ltd., an Israeli company (the "Company") hereby grants
to Hapoalim Nechasim (Menayot) Ltd. (the "Holder"), the right to purchase from
the Company the number of Ordinary Shares of the Company, nominal value NIS 0.01
(the "Ordinary Shares") specified below, subject to the terms and conditions set
forth below, effective as of ___________________, 1999 (the "Effective Date").
1. Number of Ordinary Shares Available for Purchase
------------------------------------------------
This Warrant may be exercised to purchase that number of the Company's
Ordinary Shares having an aggregate exercise price in an amount equivalent
to five hundred thousand United States dollars (US$500,000), at an exercise
price per each Ordinary Share which shall be calculated as set forth in
Section 2 below, subject to adjustments under Section 8 of this Warrant
(the "Warrant Shares").
2. Exercise Price
--------------
The exercise price for each Warrant Share purchasable hereunder shall be
calculated as set forth below, subject to adjustments under Section 8 of
this Warrant (the "Warrant Price"):
(i) in the event that during the twelve (12) month period immediately
following the Effective Date, the Company shall: (a) issue its securities
in a Qualified Financing (as such term is defined below in this Section 2);
(b) issue its securities in an Initial Public Offering (as such term is
defined below in this Section 2); (c) enter into a sale of all or
substantially all of the Company's property and assets; or (d) enter into a
merger or consolidation of the Company with or into another corporation;
(such transactions described in (a) through (d) above are collectively
referred to as "Liquidity Events"), the exercise price for each Warrant
Share purchasable hereunder shall be equal to eighty percent (80%) of the
price per share paid by purchasers of the Company's
<PAGE>
-2-
securities in the Liquidity Event (the "Event Price");
(ii) in the event that during the twelve (12) month period immediately
following the Effective Date, the Company shall not undergo a Liquidity
Event, then the exercise price for each Warrant Share purchasable hereunder
during the period beginning twelve (12) months and one (1) day immediately
following the Effective Date shall be the lower of: (i) the Event Price (in
the event that the Company has undergone a Liquidity Event prior to the
exercise of this Warrant); or (ii) a price per share reflecting a Company
valuation of eighty million United States dollars (US$80,000,000), and
shall be equal to a fraction, the numerator of which is eighty million
United States dollars (US$80,000,000), and the denominator of which is the
total number of issued and outstanding shares of the Company at the time of
exercise (on a fully diluted and as-converted basis, taking into account
all convertible securities, convertible loans, warrants, options and all
other rights, whatsoever, to receive shares outstanding at the time of
exercise).
For the purpose of this Warrant, the term "Qualified Financing" shall mean
the closing of the first financing after the date hereof in which the
Company issues equity securities and in which persons and/or entities
contribute aggregate gross proceeds to the Company in such financing in
excess of Two Million United States Dollars (US$2,000,000); provided,
--------
however, that such financing shall not include issuances of the equity
-------
securities to the Company's existing shareholders immediately prior to such
financing for consideration not reflective of the fair market value of such
equity securities.
For purposes of this Warrant "Initial Public Offering" shall mean the first
underwritten public offering pursuant to an effective registration
statement under the Securities Act, or any other comparable securities
laws, covering the offering and sale of shares of Ordinary Shares for the
account of the Company (other than a registration statement effected solely
to implement an employee benefit plan, a transaction in which Rule 145 of
the Securities and Exchange Commission is applicable or any other form or
type of registration in which the Ordinary Shares cannot be included
pursuant to the Securities and Exchange Commission rules of practice).
3. Term
----
This Warrant may be exercised, in whole, or in part, during the period
beginning on the date of this Warrant and ending on the date which is the
earlier of: (a) three (3) years following the date of this Warrant; (b) the
closing of a sale of all or substantially all of the Company's property and
assets, or (c) the closing of a merger or consolidation of the Company with
or into another corporation; provided, however, that this Warrant may be
-------- -------
exercised during the twelve (12) months period following the Effective Date
only in connection with or following the occurrence of a Liquidity Event.
4. Exercise of Warrant
-------------------
This Warrant may be exercised in whole or in part on one or more occasions
during its term. This Warrant may be exercised by the surrender of this
Warrant to the Company at its principal office or at such other office or
agency as the Company may designate
<PAGE>
-3-
in writing together with the appropriate Notice of Exercise in the form
annexed hereto duly completed and executed on behalf of the Holder.
a. Exercise for Cash
-----------------
To exercise for cash, the Notice of Exercise must be accompanied by
payment in full of the amount of the aggregate purchase price of the
Warrant Shares being purchased upon such exercise in immediately
available funds.
b. Net Exercise
------------
In lieu of the payment method set forth in Section 4(a) above, subject
to the occurrence of a Liquidity Event, the Holder may elect to
exchange this Warrant for a number of Warrant Shares equal to the
increase in value of the Warrant Shares otherwise purchasable
hereunder on the date of exchange. If the Holder elects to exchange
this Warrant as provided in this Section 4(b), the Holder shall tender
to the Company this Warrant along with the Notice of Exercise as
provided in the introductory clause to this Section 4, and the Company
shall issue to the Holder the number of Warrant Shares computed using
the following formula:
X = Y (A-B)
-------
A
Where X = the number of Warrant Shares to be issued to the Holder.
Y = the number of Warrant Shares which would otherwise have been
purchasable under this Warrant (as adjusted to the date of such
calculation, but excluding those Warrant Shares already issued under
this Warrant).
A = the Fair Market Value (as defined below) of one share of the
Company's Ordinary Shares.
B = The Warrant Price
"Fair Market Value" of an Ordinary Share shall mean:
(i) If the Company's Ordinary Shares are listed on a national
securities exchange or are quoted on the National Association
of Securities Dealers, Inc. Automated Quotation/National
Market System (NASDAQ/NMS), then the closing or last sale
price, respectively, reported for the exercise date.
(ii) If the Company's Ordinary Shares are not listed on a national
securities exchange or quoted on NASDAQ/NMS, but are traded in
the over-the-counter market, then the mean of the closing bid
and asked prices as reported for the exercise date.
(iii) Except as set forth in subsection 4.b.(iv) (below), if the
Company's
<PAGE>
-4-
Ordinary Shares are not publicly traded, then as determined by
the Company's Board of Directors in good faith.
(iv) If the exercise date is the date of closing of a public
offering of the Company's Ordinary Shares pursuant to an
effective registration statement under the Securities Act,
then the public offering price (before deduction of discounts,
commissions or expenses) in such offering.
In the event of a net exercise, this entire Warrant must be
surrendered, and no new Warrant shall be issued.
c. Issuance of Shares on Exercise
------------------------------
The Company agrees that the Warrant Shares so purchased be issued as
soon as practicable thereafter, and that the Holder shall be deemed
the record owner of such Warrant Shares as of and from the close of
business on the date on which this Warrant shall be surrendered,
together with payment in full as required above. In the event of a
partial exercise, the Company shall concurrently issue to the Holder a
replacement Warrant on the same terms and conditions as this Warrant,
but representing the number of Warrant Shares remaining after such
partial exercise.
d. Conditional Exercise
--------------------
In any connection with a Liquidity Event, such exercise may be made
conditional upon the completion of such Liquidity Event.
5. Fractional Interest
-------------------
No fractional shares will be issued in connection with any exercise
hereunder, but in lieu of such fractional shares the Company shall make a
cash payment therefor upon the basis of the current market price of such
shares then in effect as determined in good faith by the Company's Board of
Directors.
6. Warrant Confers No Rights of Shareholder
----------------------------------------
Except as otherwise set forth in this Warrant, the Holder shall not have
any rights as a shareholder of the Company with regard to the Warrant
Shares prior to actual exercise resulting in the purchase of any Warrant
Shares.
7. Investment Representation
-------------------------
Neither this Warrant nor the Warrant Shares issuable upon the exercise of
this Warrant have been registered under the Securities Act, or any other
securities laws. The Holder acknowledges by acceptance of this Warrant that
(a) it has acquired this Warrant for investment and not with a view to
distribution; (b) it has either a pre-existing personal or business
relationship with the Company, or its executive officers, or by reason of
its business or financial experience, it has the capacity to protect its
<PAGE>
-5-
own interests in connection with the transaction; and (c) it is an
accredited investor as that term is defined in Regulation D promulgated
under the Securities Act. The Holder agrees that any Warrant Shares
issuable upon exercise of this Warrant will be acquired for investment and
not with a view to distribution and such Warrant Shares will not be
registered under the Securities Act and applicable state securities laws
and that such Warrant Shares may have to be held indefinitely unless they
are subsequently registered or qualified under the Securities Act and
applicable state securities laws, or based on an opinion of counsel
reasonably satisfactory to the Company, an exemption from such registration
and qualification is available. The Holder, by acceptance hereof, consents
to the placement of legend(s) on all securities hereunder as to the
applicable restrictions on transferability in order to ensure compliance
with the Securities Act, unless in the opinion of counsel for the Company
such legend is not required in order to ensure compliance with the
Securities Act. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.
8. Adjustment of Warrant Price and Number of Shares
------------------------------------------------
The number and kind of securities purchasable initially upon the exercise
of this Warrant and the Warrant Price shall be subject to adjustment from
time to time upon the occurrence of certain events, as follows:
a. Adjustment for Shares Splits and Combinations If the Company at
---------------------------------------------
any time or from time to time effects a subdivision of the outstanding
Ordinary Shares, the number of Ordinary Shares issuable upon exercise
of this Warrant immediately before the subdivision shall be
proportionately increased, and conversely, if the Company at any time
or from time to time combines the outstanding Ordinary Shares, the
number of Ordinary Shares issuable upon exercise of this Warrant
immediately before the combination shall be proportionately decreased.
Any adjustment under this Section 8(a) shall become effective at the
close of business on the date the subdivision or combination becomes
effective.
b. Adjustment for Certain Dividends and Distributions In the event
--------------------------------------------------
the Company at any time, or from time to time makes, or fixes a record
date for the determination of holders of Ordinary Shares entitled to
receive a dividend or other distribution payable in additional shares
of Ordinary Shares, then and in each such event the number of Ordinary
Shares issuable upon exercise of this Warrant shall be increased as of
the time of such issuance or, in the event such a record date is
fixed, as of the close of business on such record date, by multiplying
the number of Ordinary Shares issuable upon exercise of this Warrant
by a fraction: (i) the numerator of which shall be the total number of
Ordinary Shares issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the
number of Ordinary Shares issuable in payment of such dividend or
distribution, and (ii) the denominator of which is the total number of
shares of Ordinary Shares issued and outstanding immediately prior to
the time of such issuance or the close of business on such record
date; provided, however, that if such record date is fixed and such
-----------------
dividend is not fully paid or if such distribution is not fully made
on the date fixed thereof, the number of Ordinary Shares issuable
<PAGE>
-6-
upon exercise of this Warrant shall be recomputed accordingly as of
the close of business on such record date and thereafter the number of
shares of Ordinary Shares issuable upon exercise of this Warrant shall
be adjusted pursuant to this Section 8(b) as of the time of actual
payment of such dividends or distributions.
c. Adjustments for Other Dividends and Distributions. In the event
-------------------------------------------------
the Company at any time or from time to time makes, or fixes a record
date for the determination of holders of Ordinary Shares entitled to
receive a dividend or other distribution payable in securities of the
Company other than Ordinary Shares, then in each such event provision
shall be made so that the Holder shall receive upon exercise of this
Warrant, in addition to the number of Ordinary Shares receivable
thereupon, the amount of securities of the Company that the Holder
would have received had this Warrant been exercised for Ordinary
Shares immediately prior to such event (or the record date for such
event) and had the Holder thereafter, during the period from the date
of such event to and including the date of exercise, retained such
securities receivable by it as aforesaid during such period, subject
to all other adjustments called for during such period under this
Section and the Company's Articles of Association with respect to the
rights of the Holder.
d. Adjustment for Reclassification, Exchange and Substitution If
----------------------------------------------------------
the Ordinary Shares issuable upon the exercise of this Warrant are
changed into the same or a different number of shares of any class or
classes of shares of the Company, whether by recapitalization,
reclassification or otherwise (other than a subdivision or combination
of shares or shares dividend provided for elsewhere in this Section),
then and in any such event the Holder shall have the right thereafter
to exercise this Warrant into the kind and amount of shares and other
securities receivable upon such recapitalization, reclassification or
other change, by holders of the number of shares of Ordinary Shares
for which this Warrant might have been exercised immediately prior to
such recapitalization, reclassification or change, all subject to
further adjustment as provided herein and under the Company's Articles
of Association.
e. General Protection. The Company will not, by amendment of its
------------------
Articles of Association or through any reorganization,
recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder, or impair the
economic interest of the Holder, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in taking
of all such actions and making all such adjustments as may be
necessary or appropriate in order to protect the rights and the
economic interests of the Holder against impairment.
f. Notice of Capital Changes. If at any time the Company shall
-------------------------
offer for subscription pro rata to the holders of Ordinary Shares any
--------
additional shares of any class, other rights or any equity security of
any kind, or there shall be any capital reorganization or
reclassification of the capital shares of the Company, or
consolidation or merger of the Company with, or sale of all or
substantially all of its assets to another company or there shall be a
voluntary or involuntary
<PAGE>
-7-
dissolution, liquidation or winding up of the Company, or other
transaction described in this Section 8, then, in any one or more of
said cases, the Company shall give the Holder written notice, by
registered or certified mail, postage prepaid, of the date on which
(i) a record shall be taken for such subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up shall take place, as the case
may be. Such notice shall also specify the date as of which the
holders of record of Ordinary Shares shall participate in such
subscription rights, or shall be entitled to exchange their Ordinary
Shares for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, as the case may be. Such
written notice shall be given at least fourteen (14) days prior to the
action in question and not less than fourteen (14) days prior to the
record date in respect thereto.
g. Adjustment of Warrant Price. Upon each adjustment in the number
---------------------------
of Ordinary Shares purchasable hereunder, the Warrant Price shall be
proportionately increased or decreased, as the case may be, in a
manner that is the inverse of the manner in which the number of
Ordinary Shares purchasable hereunder shall be adjusted.
h. Notice of Adjustments. Whenever the Warrant Price or the number
---------------------
of Ordinary Shares purchasable hereunder shall be adjusted pursuant to
Section 8 hereof, the Company shall prepare a certificate setting
forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price and the number of Ordinary Shares
purchasable hereunder after giving effect to such adjustment, and
shall cause copies of such certificate to be mailed (by first class
mail, postage prepaid) to the Holder.
9. Transfer of This Warrant or Securities Issuable on Exercise Hereof
------------------------------------------------------------------
With respect to any offer, sale or other disposition of this Warrant or
securities into which such Warrant may be exercised, the Holder will give
written notice to the Company prior thereto, describing briefly the manner
thereof, together with, if requested by the Company, a written opinion of
such Holder's counsel, to the effect that such offer, sale or other
distribution may be effected without registration or qualification (under
any federal or state law then in effect). Such opinion letter and all such
transferees must warrant and represent that they are an "accredited"
investor as that term is defined under Regulation D of the Securities Act.
Promptly, as practicable, upon receiving such written notice and opinion
and warranties and representations, if so requested, the Company, as
promptly as practicable, shall deliver to the Holder one or more
replacement Warrant certificates on the same terms and conditions as this
Warrant for delivery to the transferees. Each Warrant thus transferred and
each certificate representing the securities thus transferred shall bear
legend(s) as to the applicable restrictions on transferability in order to
ensure compliance with the Securities Act, unless in the opinion of counsel
for the Company such legend is not required in order to ensure compliance
with the Securities Act. The Company may issue stop transfer instructions
to its transfer agent in connection with such restrictions. Any provision
of this Warrant to the contrary notwithstanding, the
<PAGE>
-8-
Holder may not offer, sell or otherwise dispose of this Warrant to any
third party, other than (i) to a wholly owned subsidiary of Bank Hapoalim
B.M., or (ii) to any other transferee approved by the Company in writing
with such approval not to be unreasonably withheld, provided that all
transfers pursuant to clauses (i) and (ii) above or otherwise are subject
to any restrictions on transfer contained in the Articles of Association of
the Company as in effect from time to time.
10. Registration Rights
-------------------
The Company covenants and agreed as follows:
a. Definitions For purposes of this Section 10:
-----------
"Registrable Shares" means (i) the Warrant Shares, and (ii) any
Ordinary Shares of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security
that is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, such Warrant Shares;
provided, however, that any exercise of this Warrant in
connection with an exercise of rights to registration under this
Section 10 may be made conditional upon the closing of the
offering contemplated by such registration.
b. Subject to the requisite consent of shareholders of the Company as
provided in Section 13(o)(i) of the Subscription Agreement dated
February 28, 1996 between the Company and certain of its shareholders
(the "Subscription Agreement"), the Holder shall be entitled to
"incidental" registration rights in respect of the Registrable Shares,
pari passu with the holders of the outstanding Ordinary Shares of the
Company described in Section 13(a)(i)(A) of the Subscription
Agreement, in accordance with Section 13 of the Subscription Agreement
as such rights may be amended from time to time in accordance with the
Subscription Agreement or any successor document granting such rights.
By accepting this Warrant, the Holder agrees to be subject to the
corresponding obligations of the Holder of "incidental" registration
rights (including market stand-off or "lock-up" obligations) contained
in the Subscription Agreement or any amendment thereto or to the
rights therein, as aforesaid. If the Company has requested the Holder
to adhere to a stand-off period as aforesaid, the Exercise Period of
this Warrant shall be extended for a period equal to the term of the
stand-off period requested by the Company.
c. Assignment of Registration Rights. The rights to cause the Company to
---------------------------------
register Registrable Shares pursuant to the registration rights set
forth in this Section 10 (the "Registration Rights") may be assigned
by a Holder to a transferee or assignee of all such securities to the
same extent as permitted by Section 9 of this Warrant.
d. No Conflicting Agreements. The Company represents and warrants to the
-------------------------
Holder that the Company is not a party to any agreement that conflicts
in any manner with the Holder's rights to cause the Company to
register Registrable
<PAGE>
-9-
Shares pursuant to the Registration Rights. The Company covenants and
agrees that it shall not, without the prior written consent of the
holders of a majority of the outstanding Registrable Securities,
amend, modify or restate the Registration Rights if the Holder would
be adversely affected by the amendment in a different manner than
other holders of "Registrable Shares" similarly situated.
e. Rights and Obligations Survive Exercise and Expiration of Warrant The
-----------------------------------------------------------------
rights and obligations of the Company and the Holder set forth in this
Section 10 and in the Registration Rights shall survive the exercise,
conversion and expiration of this Warrant.
11. Representations and Warranties.
------------------------------
The Company represents and warrants to the Holder that this Warrant is
subject to and conditional upon the waiver by all shareholders of the
Company of their preemptive rights pursuant to the Articles of Association
of the Company and the Subscription Agreement, and the receipt of any
approvals required of or filings required with Israeli governmental
entities and Israeli banks, and that other than as aforesaid:
a. This Warrant has been duly authorized and executed by the Company and
is a valid and binding obligation of the Company enforceable in
accordance with its terms.
b. The Warrant Shares are duly authorized and reserved for issuance by
the Company and, when issued in accordance with the terms hereof, will
be validly issued, fully paid and nonassessable and not subject to any
preemptive rights.
c. The execution and delivery of this Warrant are not, and the issuance
of the Warrant Shares upon exercise of this Warrant in accordance with
the terms hereof will not be, inconsistent with the Company's Articles
of Association, do not and will not contravene any law, governmental
rule or regulation, judgment or order applicable to the Company, and,
except for consents that have already been obtained by the Company, do
not and will not conflict with or contravene any provision of, or
constitute a default under, any indenture, mortgage, contract or other
instrument of which the Company is a party or by which it is bound or
require the consent or approval of, the giving of notice to, the
registration with or the taking of any action in respect of or by, any
Federal, state or local government authority or agency or other
person.
12. Expenses
--------
The Company will pay the Israeli Stamp Duty on the issuance of the Warrant
Shares, and will notify the Israeli Companies Registrar of such issuance
within the time period required by law. The Stamp Duty on this Warrant, if
any, will be paid in full by the Company.
13. Loss, Theft, Destruction or Mutilation of Warrant
-------------------------------------------------
<PAGE>
-10-
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Warrant or Shares
certificate, and in case of loss, theft or destruction, of indemnity, or
security reasonably satisfactory to it, and upon reimbursement to the
Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of such Warrant or Shares certificate, if mutilated, the
Company will make and deliver a new Warrant or Shares certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or Shares
certificate.
14. Notices
-------
Any notice or other communication hereunder shall be in writing and shall
be deemed to have been given upon delivery, if personally delivered or
three business days after deposit if deposited in the mail for mailing by
certified mail, postage prepaid, and addressed as follows:
If to Holder: c/o Bank Hapoalim B.M.
Electronics Group - Industrial Sector
41-45 Rothschild Blvd.
Tel Aviv, Israel
attn.: Ruthi Simha
fax: 03-567-5699
If to Company: Accord Telecommunications Ltd.
10 Martin Gehl Street
Kiryat Arieh, Petach Tikva, 49130 Israel
attn.: Ori Shachar
fax: 03-921-1571
Each of the above addressees may change its address for purposes of this
paragraph by giving to the other addressees notice of such new address in
conformance with this paragraph.
15. Applicable Law; Jurisdiction
----------------------------
This Warrant shall be governed by and construed in accordance with the laws
of the State of Israel as applicable to contracts between two residents of
the State of Israel entered into and to be performed entirely within the
State of Israel. Any dispute arising under or in relation to this Warrant
shall be resolved exclusively in the competent court for Tel Aviv-Jaffa
district, and each of the parties hereby submits irrevocably to the
exclusive jurisdiction of such court.
16. Entire Agreement
----------------
<PAGE>
-11-
This Warrant constitutes the entire agreement between the parties hereto
with regard to the subject matters hereof, and supersedes any prior
communications, agreements and/or understandings between the parties hereto
with regard to the subject matters hereof.
Dated: ______________, 1999
ACCORD TELECOMMUNICATIONS LTD.
By: ________________________
Title: _____________________
<PAGE>
-12-
NOTICE OF EXERCISE
To:
1. The undersigned hereby elects to purchase _________ shares of Ordinary
Shares of ____________, pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price for such shares in full.
OR
1. The undersigned hereby elects to exchange the attached Warrant for ______
Ordinary Shares of ______________ on a Net Exercise basis, pursuant to the
terms of the attached Warrant.
2. In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Ordinary Shares are being acquired solely
for the account of the undersigned and not as a nominee for any other
party, or for investment, and that the undersigned will not offer, sell or
otherwise dispose of any such shares of Ordinary Shares except under
circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities laws.
3. Please issue a certificate representing said shares of Ordinary Shares in
the name of the undersigned.
4. Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned.
_________________________ _________________________
(Date) (Print Name)
_________________________
(Signature)
