REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (this “Agreement”)
is
made and entered into as of November 16th,
2006 by
and between SuperCom Ltd., an Israeli corporation (the “Company”),
and
___________________________ (“Investor”).
This
Agreement is made pursuant to the Subscription Agreement, dated as of the date
hereof, between the Company and Investor (the “Subscription
Agreement”).
All
capitalized terms used but not defined herein shall bear the meaning ascribed
to
them in the Subscription Agreement.
The
parties hereby agree as follows:
1. Certain
Definitions.
As
used
in this Agreement, the following terms shall have the following
meanings:
“Affiliate”
means,
with respect to any person, any other person which directly or indirectly
controls, is controlled by, or is under common control with, such
person.
“Business
Day”
means
a
day, other than a Friday or Saturday, on which banks in Israel are open for
the
general transaction of business.
“Ordinary
Shares”
shall
mean the Company’s Ordinary Shares, par value NIS0.01 per share, and any
securities into which such Ordinary Shares may hereinafter be
reclassified.
“Prospectus”
shall
mean (i) any preliminary or final prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus, and (ii) any “free
writing prospectus” as defined in Rule 163 under the 1933 Act.
“Register,”
“registered”
and
“registration”
refer
to a registration made by preparing and filing a Registration Statement or
similar document in compliance with the 1933 Act (as defined below), and the
declaration or ordering of effectiveness of such Registration Statement or
document.
“Registrable
Securities”
shall
mean the Ordinary Shares underlying and reserved for issuance as both (i)
Convertible Bond Shares, and (ii) the Warrant Shares, and (iii) any other
securities issued or issuable with respect to any of the securities referenced
in (i) or (ii) above, whether issued or issuable.
“Registration
Statement”
shall
mean any registration statement of the Company filed under the 1933 Act that
covers the resale of any of the Registrable Securities pursuant to the
provisions of this Agreement, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all material
incorporated by reference in such Registration Statement.
“SEC”
means
the U.S. Securities and Exchange Commission.
“1933
Act”
means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
“1934
Act”
means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
2. Registration.
(a) Demand
Registration.
(i) From
the
date of this Agreement until the earlier of (i)
the
four (4) year anniversary of the Closing Date, or (ii) such date that all
Registrable Securities held or entitled to be held upon exercise by Investor
may
be sold under Rule 144(k) (or any successor rule)(the “Registration Period”),
Investor may make up to two (2) requests for registration of its Registrable
Securities (“Demand Request”); provided,
however,
that
the Company shall not be obligated to file any Registration Statement pursuant
to a Demand Request in which the anticipated aggregate offering amount of such
registration does not exceed $750,000. Upon receipt of a Demand Request, the
Company shall prepare and file with the SEC as soon as commercially reasonable,
but in any event within ninety (90) calendar days of the Demand Request) a
registration statement on Form F-1 (or, if Form F-1 is not then available to
the
Company, on such form of registration statement as is then available to effect
a
registration for resale of the Registrable Securities) covering the resale
of
the Registrable Securities. The Company shall use its commercially
reasonable efforts
to cause
such registration statement to become effective and keep such registration
statement effective for a period of up to one hundred twenty (120) days or,
if
earlier, until the distribution contemplated in the registration statement
has
been completed.
(ii) Notwithstanding
the foregoing obligations, if the Company furnishes to Investor a certificate
signed by the Company’s chief executive officer stating that in the good faith
judgment of the Company’s Board of Directors it would be materially detrimental
to the Company and its stockholders for such registration statement to either
become effective or remain effective for as long as such registration statement
otherwise would be required to remain effective, because such action would
(i)
materially interfere with a significant acquisition, corporate reorganization,
or other similar transaction involving the Company; (ii) require premature
disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential; or (iii) render the Company unable
to comply with requirements under the Securities Act or Exchange Act, then
the
Company shall have the right to defer taking action with respect to such
filing
for a
period of not more than one hundred and twenty (120) days after receipt of
the
request of Investor pursuant to Section 2(a)(i) above, provided,
however,
that
such right to defer a request shall be exercised by the Company not more than
once in any twelve (12)-month period; provided,
further,
that
the Company shall not register other shares during such deferral period; and
provided,
further,
that if
Investor disapproves of the deferral of the registration, it may elect to
withdraw its request by written notice to the Company, in which case such
registration, if effected, shall not be counted for the purposes of this Section
2(a).
Additionally, the
Company shall not be obligated to effect, or to take any action to effect,
any
registration pursuant to a Demand Request during the period that is sixty
(60) days before the Company’s good faith estimate of the date of filing of, and
ending on a date that is one hundred eighty (180) days after the effective
date
of, a separate Company-initiated registration, provided,
that
the Company is actively employing in good faith commercially reasonable efforts
to cause such registration statement to become effective and provided,
further,
that
the
Company shall not register other shares during such period.
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(b) Piggyback
Registration.
(i) During
the Registration Period, if the Company proposes, at any time after the lapse
of
a ninety (90)-day period following the Closing Date, to register any of its
securities (other than a registration statement on Form S-8 or any equivalent
or
successor form), for its own account or for the account of any other
person,
it
shall give notice to Investor of such intention. Upon the written request of
Investor, given within twenty (20) days after receipt of any such notice, the
Company shall include in such registration all of the Registrable Securities
(as
defined below) indicated in such request, so as to permit the disposition of
the
shares so registered in the manner requested by Investor.
(ii) Notwithstanding
any other provision of this Section 2(b), with respect to an
underwritten
public
offering by the Company, if the managing underwriter advises the Company in
writing that marketing or other factors require a limitation of the number
of
shares to be underwritten, then there shall be excluded from such registration
and underwriting to the extent necessary to satisfy such limitation, Registrable
Securities held by Investor and by other shareholders of the Company who are
entitled to have their shares included in such registration, pro rata among
them
to the extent necessary to satisfy such limitation. Investor shall agree not
to
sell any Registrable Securities included in the underwritten public offering
for
such period as may be required by the managing underwriter. Notwithstanding
the
provisions of this Section 2(b)(ii), the Company shall have the right at any
time after it shall have given notice to Investor, to elect not to file any
such
proposed registration statement.
(c) Expenses.
The
Company will pay all expenses associated with each registration, including
filing and printing fees, the Company’s counsel and accounting fees and
expenses, costs associated with clearing the Registrable Securities for sale
under applicable state securities laws and listing fees, but excluding
discounts, commissions, fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals with respect to the Registrable
Securities being sold.
(d) Investor
Information.
Notwithstanding anything herein to the contrary, the Company’s obligations
hereunder shall be suspended with respect to the Registrable Securities in
the
event that Investor fails to provide promptly to the Company such information
as
the Company may reasonably request at any time, provided that the Company shall
request such information only to the extent required to enable the Company
to
comply with any applicable law or regulation or to facilitate preparation of
a
Registration Statement.
(e) Suspension
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(i) Subject
to Section 2(e)(ii) below, in the event of: (1) any request by the SEC or any
other U.S. federal or state governmental authority during the Effectiveness
Period for amendments or supplements to a Registration Statement or related
prospectus or for additional information, (2) the issuance by the SEC or any
other U.S. federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (3) the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, or (4) any event or
circumstance which necessitates the making of any changes in the Registration
Statement or Prospectus, or any document incorporated or deemed to be
incorporated therein by reference, so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary
to
make the statements therein not misleading, and that in the case of the
Prospectus, it will not contain any untrue statement of a material fact or
any
omission to state a material fact required to be stated therein or necessary
to
make the statements therein, in the light of the circumstances under which
they
were made, not misleading, then the Company shall deliver a certificate in
writing to Investor (“Suspension Notice”) to the effect of the foregoing (which
notice will not disclose the content of any material non-public information
and
will indicate the date of the beginning and end of the intended period of
suspension, if known), and, upon receipt of such Suspension Notice, Investor
will discontinue disposition of Registrable Securities covered by the
Registration Statement or Prospectus (“Suspension”) until Investor's receipt of
copies of a supplemented or amended Prospectus prepared and filed by the
Company, or until Investor is advised in writing by the Company that the current
Prospectus may be used, and have received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in any such prospectus. In the event of any Suspension, the Company will use
its
commercially reasonable efforts to cause the use of the Prospectus so suspended
to be resumed as soon as possible after delivery of a Suspension Notice to
Investor. The Suspension and Suspension Notice described in this Section
2(e)(ii) shall be held by Investor in strictest confidence and shall not be
disclosed by Investor.
(ii) Provided
that a Suspension is not then in effect, Investor may sell Registrable
Securities under the Registration Statement, provided that Investor arranges
for
delivery of a current Prospectus to the transferee of such Registrable
Securities to the extent such delivery is required by applicable law.
In
the
event of a sale of Registrable Securities by Investor, Investor must also
deliver to the Company's transfer agent, with a copy to the Company, a
certificate of subsequent sale reasonably satisfactory to the Company, so that
ownership of the Registrable Securities may be properly transferred. The Company
will cooperate to facilitate the timely preparation and delivery of certificates
(unless otherwise required by applicable law) representing Registrable
Securities sold.
3. Company
Obligations.
The
Company will use commercially reasonable efforts to effect the registration
of
the Registrable Securities in accordance with the terms hereof, and pursuant
thereto the Company will, as expeditiously as possible:
(a) prepare
and file with the SEC such amendments and post-effective amendments to the
Registration Statement and the Prospectus as may be necessary to keep the
Registration Statement effective for the applicable periods and to comply with
the provisions of the 1933 Act and the 1934 Act with respect to the distribution
of all of the Registrable Securities covered thereby;
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(b) furnish
to Investor (i) promptly after the same is prepared and publicly distributed,
filed with the SEC, or received by the Company (but not later than four (4)
Business Days after the filing date, receipt date or sending date, as the case
may be) one (1) copy of any Registration Statement and any amendment thereto,
each preliminary prospectus and Prospectus and each amendment or supplement
thereto, and each letter written by or on behalf of the Company to the SEC
or
the staff of the SEC, and each item of correspondence from the SEC or the staff
of the SEC, in each case relating to such Registration Statement if and to
the
extent the Company deems such information to be applicable to Investor (other
than any portion of any thereof which contains information for which the Company
has sought confidential treatment), and (ii) such number of copies of a
Prospectus, including a preliminary prospectus, and all amendments and
supplements thereto and such other documents as Investor may reasonably request
in order to facilitate the disposition of the Registrable Securities owned
by
Investor that are covered by the related Registration Statement;
(c) furnish,
at the request of Investor upon requesting registration of Registrable
Securities pursuant to this Agreement, on the date that such Registrable
Securities are delivered to the underwriters for sale in connection with a
registration pursuant to this Agreement, if such securities are being sold
through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, a copy of an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in
form
and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to Investor requesting
registration of Registrable Securities;
(d) In
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering. Investor shall also enter into and
perform its obligations under such an agreement;
(e) use
commercially reasonable efforts to (i) prevent the issuance of any stop order
or
other suspension of effectiveness and, (ii) if such order is issued, obtain
the
withdrawal of any such order at the earliest possible moment;
(f) prior
to
any public offering of Registrable Securities, use commercially reasonable
efforts to register or qualify or cooperate with Investor and its counsel in
connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or blue sky laws of such jurisdictions
requested by Investor and do any and all other commercially reasonable acts
or
things necessary or advisable to enable the distribution in such jurisdictions
of the Registrable Securities covered by the Registration Statement;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (i) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(f), (ii) subject itself to general taxation in any jurisdiction where
it would not otherwise be so subject but for this Section 3(f), or (iii) file
a
general consent to service of process in any such jurisdiction;
(g) use
commercially reasonable efforts to cause all Registrable Securities covered
by a
Registration Statement to be listed on each securities exchange, interdealer
quotation system or other market on which similar securities issued by the
Company are then listed;
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(h) immediately
notify Investor, at any time prior to the end of the effectiveness, upon
discovery that, or upon the happening of any event as a result of which, the
Prospectus includes an 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 not misleading in light of the circumstances then existing, and promptly
prepare, file with the SEC and furnish to such holder a reasonable number of
copies of a supplement to or an amendment of such Prospectus as may be necessary
so that such Prospectus shall not include an untrue statement of a material
fact
or omit to state a material fact required to be stated therein or necessary
to
make the statements therein not misleading in light of the circumstances then
existing; and
(j) With
a
view to making available to Investor the benefits of Rule 144 (or its successor
rule) and any other rule or regulation of the SEC that may at any time permit
Investor to sell Ordinary Shares to the public without registration, the Company
covenants and agrees to use its commercially reasonable efforts to: (i) make
and
keep public information available, as those terms are understood and defined
in
Rule 144, until the earlier of (A) such date as all of the Registrable
Securities may be resold pursuant to Rule 144(k) or any other rule of similar
effect or (B) such date as all of the Registrable Securities shall have been
resold; and (ii) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1934 Act; and (iii) furnish to
Investor, so long as Investor owns Registrable Securities, forthwith upon
request (A) a written statement by the Company that it has complied with the
reporting requirements of SEC Rule 144 (at any time after one hundred and twenty
(120) days after the effective date of the first registration statement filed
by
the Company), the 1933 Act and the 1934 Act (at any time after it has become
subject to such reporting requirements) and (B) such other information as may
be
reasonably requested in order to avail Investor of any rule or regulation of
the
SEC that permits the selling of any such Registrable Securities without
registration.
4. Information.
The
Company shall not disclose material nonpublic information to Investor, or to
advisors to or representatives of Investor, unless prior to disclosure of such
information the Company identifies such information as being material nonpublic
information and provides Investor, such advisors and representatives with the
opportunity to accept or refuse to accept such material nonpublic information
for review and Investor, if it wishes to obtain such information, enters into
an
appropriate confidentiality agreement with the Company with respect thereto.
5. Obligations
of Investor.
(a) Investor
shall furnish in writing to the Company such information regarding itself,
the
Registrable Securities held by it and the intended method of disposition of
the
Registrable Securities held by it, as shall be reasonably required to effect
the
registration of such Registrable Securities and shall execute such documents
in
connection with such registration as the Company may reasonably request. At
least ten (10) Business Days prior to the first anticipated filing date of
any
Registration Statement, the Company shall notify Investor of the information
the
Company requires from Investor to have any of the Registrable Securities
included in the Registration Statement. Investor shall provide such information
to the Company at least three (3) Business Days prior to the first anticipated
filing date of such Registration Statement to have any of the Registrable
Securities included in the Registration Statement.
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(b) Investor,
by its acceptance of the Registrable Securities, agrees to cooperate with the
Company as reasonably requested by the Company in connection with the
preparation and filing of a Registration Statement hereunder.
(c) Investor
agrees that, upon receipt of any notice from the Company of either (i) the
commencement of the applicable suspension pursuant to Section 2(e) above, or
(ii) the happening of an event pursuant to Section 3(h) hereof, Investor will
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities, until Investor
is
advised by the Company that such dispositions may again be made.
(d) Investor
represents, warrants and covenants that neither it nor any affiliate thereof
is or
has
engaged, or will engage, in (i) any "short sales" (as such term is defined
in
Rule 200 promulgated under the Exchange Act) of the Registrable Securities,
including, without limitation, the maintaining of any short position with
respect to, establishing or maintaining a "put equivalent position" (within
the
meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering
into
any swap, derivative transaction or other arrangement (whether any such
transaction is to be settled by delivery of Ordinary Shares, other securities,
cash or other consideration) that transfers to another, in whole or in part,
any
economic consequences or ownership, or otherwise dispose of, any of the
Registrable Securities or (ii) any hedging transaction which establishes a
net
short position with respect to the Registrable Securities.
6. Indemnification.
(a)Indemnification
by the Company.
The
Company will indemnify and hold harmless Investor and its officers, directors,
employees and agents, successors and assigns, and each other person, if any,
who
controls Investor within the meaning of the 1933 Act, against any losses,
claims, damages or liabilities, joint or several, to which they may become
subject under the 1933 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, any preliminary Prospectus or final
Prospectus, or any amendment or supplement thereof; (ii) any blue sky
application or other document executed by the Company specifically for that
purpose or based upon written information furnished by the Company filed in
any
state or other jurisdiction in order to qualify any or all of the Registrable
Securities under the securities laws thereof (any such application, document
or
information herein called a “Blue Sky Application”); (iii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; (iv) any violation
by the Company or its agents of any rule or regulation promulgated under the
1933 Act applicable to the Company or its agents and relating to action or
inaction required of the Company in connection with such registration; or (v)
any failure to register or qualify the Registrable Securities included in any
such Registration in any state where the Company or its agents has affirmatively
undertaken or agreed in writing that the Company will undertake such
registration or qualification on Investor’s behalf and will reimburse Investor,
and each such officer, director or member and each such controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided,
however,
that
the Company will not be liable in any such case if and to the extent that any
such loss, claim, damage or liability arises out of or is based upon (i) an
untrue statement or alleged untrue statement or omission or alleged omission
so
made in conformity with information furnished by Investor or any such
controlling person in writing specifically for use in such Registration
Statement or Prospectus; or (ii) the use of an outdated or defective Prospectus
after the Company has notified Investor in writing that the Prospectus is
outdated or defective pursuant to Section 2(e) or Section 3(h)
above.
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(b)Indemnification
by Investor.
Investor agrees to indemnify and hold harmless the Company, its directors,
officers, employees, agents, successors and assigns, and each person who
controls the Company (within the meaning of the 0000 Xxx) against any losses,
claims, damages, liabilities and expense (including reasonable attorney fees)
resulting from any untrue statement or alleged untrue statement of a material
fact or any omission or alleged ommission of a material fact required to be
stated in the Registration Statement or Prospectus or amendment or supplement
thereto or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue or alleged untrue statement
or
omission or alleged omission is contained in information furnished in writing
by
Investor to the Company specifically for inclusion in such Registration
Statement or preliminary Prospectus or Prospectus or amendment or supplement
thereto. In no event shall the liability of Investor be greater in amount than
the dollar amount of the proceeds (net of all expense paid by Investor in
connection with any claim relating to this Section 6 and the amount of any
damages Investor has otherwise been required to pay by reason of such untrue
statement or omission) received by Investor upon the sale of the Registrable
Securities included in the Registration Statement giving rise to such
indemnification obligation. For the avoidance of doubt, the provisions of this
Section 6(b) will remain in full force and effect and survive the sale by
Investor of the Registrable Securities covered by the Registration
Statement.
(c) Conduct
of Indemnification Proceedings.
Any
person entitled to indemnification hereunder shall (i) give prompt notice to
the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) permit such indemnifying party to assume the defense of such claim
with
counsel reasonably satisfactory to the indemnified party; provided
that any
person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such person unless
(a)
the indemnifying party has agreed to pay such fees or expenses, or (b) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person or (c) in the reasonable
judgment of any such person, based upon written advice of its counsel, a
conflict of interest exists between such person and the indemnifying party
with
respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such person); and
provided,
further,
that
the failure of any indemnified party to give notice as provided herein shall
not
relieve the indemnifying party of its obligations hereunder, except to the
extent that such failure to give notice shall materially adversely affect the
indemnifying party in the defense of any such claim or litigation. It is
understood that the indemnifying party shall not, in connection with any
proceeding in the same jurisdiction, be liable for fees or expenses of more
than
one separate firm of attorneys at any time for all such indemnified parties.
No
indemnifying party will, except with the consent of the indemnified party,
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect of such
claim or litigation.
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(d) Contribution.
If for
any reason the indemnification provided for in the preceding paragraphs (a)
and
(b) is unavailable to an indemnified party or insufficient to hold it harmless,
other than as expressly specified therein, then the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result
of
such loss, claim, damage or liability in such proportion as is appropriate
to
reflect the relative fault of the indemnified party and the indemnifying party,
as well as any other relevant equitable considerations. No person guilty of
fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
Act
shall be entitled to contribution from any person not guilty of such fraudulent
misrepresentation. In no event shall the contribution obligation of a holder
of
Registrable Securities be greater in amount than the dollar amount of the
proceeds (net of all expenses paid by such holder in connection with any claim
relating to this Section 6 and the amount of any damages such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission) received by it upon the sale of
the
Registrable Securities giving rise to such contribution obligation.
7. Miscellaneous.
(a) Amendments
and Waivers.
This
Agreement may be amended only by a writing signed by the Company and Investor.
The Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of
Investor.
(b) Notices.
All
notices and other communications provided for or permitted hereunder shall
be
made as set forth in Section 4.1 of the Subscription Agreement.
(c) Assignments
and Transfers.
This
Agreement may not be assigned by either party (whether by operation of law
or
otherwise) without the prior written consent of the other party, provided,
however, that each party may assign its rights and delegate its duties hereunder
to any surviving or successor entity in connection with a merger or
consolidation with such surviving or successor entity, or a sale, transfer
or
other disposition of all or substantially all of the such party’s assets to
another entity after notice duly given to the other party.
(d) Benefits
of the Agreement.
The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective permitted successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto 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.
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(e) Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
(f) Titles
and Subtitles.
The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
(g) Severability.
Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof but shall be interpreted as if it were written so as to be
enforceable to the maximum extent permitted by applicable law, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereby waive any provision of law
which
renders any provisions hereof prohibited or unenforceable in any
respect.
(h) Further
Assurances.
The
parties shall execute and deliver all such further instruments and documents
and
take all such other actions as may reasonably be required to carry out the
transactions contemplated hereby and to evidence the fulfillment of the
agreements herein contained.
(i) Entire
Agreement.
This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
(j) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Israel, without reference to the choice of law principles thereof.
The
Company and Investor consent to and hereby submit to the exclusive jurisdiction
of the suitable court in Tel-Aviv Jaffa.
-10-
IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the date first above
written.
|
[Investor]
By:
Name:
Title:
By:
Name:
Title:
|
-11-
