Undertaking Agreement (2007)Full Document 

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                              UNDERTAKING AGREEMENT

     This UNDERTAKING AGREEMENT (the "AGREEMENT"), dated as of July 1, 2007 is
entered into by and between Epsilon 1 Ltd., an Israeli company ("PURCHASER") and
the shareholder set forth on the signature page hereto (the "SHAREHOLDER").

     WHEREAS, concurrently with the execution and delivery of this Agreement,
ECI Telecom Ltd., an Israeli company (the "COMPANY"), Purchaser and Epsilon 3
Ltd., an Israeli company and an indirect wholly owned subsidiary of Purchaser
("MERGER SUB"), are entering into an Agreement and Plan of Merger (the "MERGER
AGREEMENT"), dated as of the date hereof pursuant to which Merger Sub will be
merged with and into the Company, and the Company will become a wholly owned
subsidiary of Purchaser, upon the terms and subject to the conditions set forth
the Merger Agreement;

     WHEREAS, as of the date hereof, the Shareholder is the record and/or
beneficial owner of, and has the sole right to vote and dispose of or cause to
be voted or disposed of, 112,000 ordinary shares, par value NIS 0.12 per share,
of the Company (the "COMPANY SHARES"); and

     WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Purchaser and Merger Sub have required that the Shareholder agree,
and the Shareholder is willing to agree, to the matters set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereto agree as follows:


          1.1 The Shareholder hereby undertakes to vote or cause to be voted all
     Company Shares at any general, special or other meeting of the shareholders
     of the Company, and at any adjournment(s) or postponement(s) thereof,
     however called or convened, or pursuant to any consent in lieu of a meeting
     or otherwise, which the undersigned has the right to so vote:

               (i) provided a Change of Recommendation (as defined in the Merger
          Agreement) has not occurred and remains in effect, in favor of the
          Merger (as defined in the Merger Agreement) and the approval and
          adoption of the Merger Agreement and the Transactions contemplated
          thereby, and any actions required in furtherance thereof; and

               (ii) except as otherwise agreed to in writing in advance by
          Purchaser, to the extent any of the following actions require a vote
          of the Company's shareholders under applicable Law or the Company's
          articles of association, against the following actions or proposals
          (other than the transactions contemplated by the Merger Agreement):
          (A) any extraordinary corporate transaction, such as a merger,
          consolidation or other business combination involving the Company or
          any of its material Subsidiaries (as defined in the Merger Agreement);
          (B) any sale, lease or transfer of a material amount of the assets of
          Company or any of its material Subsidiaries, or a reorganization,
          recapitalization, dissolution or liquidation of Company or any of its
          material Subsidiaries; (C) any change in the persons who constitute
          the board of directors of Company that is not approved in advance by
          at least a majority of the persons who were directors of Company as of
          the date of this Agreement (or their successors who were so approved);
          or (D) any other action or proposal involving Company or any of its
          material Subsidiaries that is intended, or would reasonably be
          expected, to prevent, impede, interfere with, delay, postpone, or
          adversely affect the transactions contemplated by the Merger

          1.2 The Shareholder, on the date hereof, has validly executed and
     delivered an irrevocable proxy, in the form attached hereto as EXHIBIT A
     (the "PROXY"). The Proxy shall be irrevocable during the term of this
     Agreement, shall be deemed to be coupled with an interest sufficient in law
     to support an irrevocable proxy and shall revoke all prior proxies granted
     by the Shareholder. The Shareholder shall not enter into any contract or
     other agreement with any person that violates or conflicts with or could
     reasonably be expected to violate or conflict with the provisions and
     agreements contained in this Agreement, the Proxy or the Merger Agreement.
     Notwithstanding anything to the contrary contained in this Agreement,
     Purchaser understands and acknowledges that the Shareholder will have no
     obligation as a result of this Agreement or the Proxy to exercise stock
     options or other derivative securities exercisable for, or exchangeable or
     convertible into, Company Shares.

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