SAIFUN SEMICONDUCTORS LTD. AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS AGREEMENT
Exhibit
10.19
[EXECUTION VERSION]
[EXECUTION VERSION]
SAIFUN SEMICONDUCTORS LTD. LOGO)"/>
SAIFUN SEMICONDUCTORS LTD.
SAIFUN SEMICONDUCTORS LTD.
AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS
AGREEMENT
REGISTRATION RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS
AGREEMENT
THIS AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS AGREEMENT (the
“Amendment”) is made and entered into as of the 29th day of September, 2005 by and among
Saifun Semiconductors Ltd. (the “Company”), the Ordinary Shareholders listed on Exhibit A
hereto and the Preferred Shareholders listed on Exhibit B.
RECITALS
WHEREAS, the Company, the Ordinary Shareholders and the Preferred Shareholders have entered
into a Registration Rights Agreement (the “Registration Rights Agreement”) and a Shareholder Rights
Agreement (the “Shareholder Rights Agreement”), each dated as of October 2, 2000; and
WHEREAS, the Company, the Ordinary Shareholders and the Preferred Shareholders desire to amend
the Registration Rights Agreement and the Shareholder Rights Agreement in accordance with the terms
of this Amendment.
AGREEMENT
NOW THEREFORE, in consideration of the premises and mutual covenants contained in this
agreement, the parties hereto hereby agree as follows:
1. Amendment to Registration Rights Agreement. The parties hereby agree that the following
amendments shall be made to the Registration Rights Agreement:
(a) The following language shall be added to the end of Section 1.3:
“Notwithstanding the foregoing, no security that has been sold through or to a broker or
dealer or underwriters in a public distribution or a public distribution shall be considered a
Registrable Security.”
(b) The following language shall be added to the end of Section 2.4:
“and shall not be required to effect a registration pursuant to this Section 2 if, within the
six (6) month period preceding the date of such request, effected a registration pursuant to this
Section 2 or pursuant to Section 3 in an offering in which all Holders and other shareholders
requesting to sell Registrable Securities were able to do so.”
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
(c) The following language shall be added to the end of Section 4.10:
“and, with respect to any Holder or other shareholder, at such time as all Registrable
Securities of such Holder or other shareholder or other shareholder may be sold publicly without
restriction pursuant to Rule 144(k) under the Securities Act.”
(d) New Sections 12A and 12B shall be added after Section 12:
“Section 12A. AMENDMENT
Without derogating from Section 12, any term of this Agreement may be amended or waived only
with the written consent of the Company and the Holders of at least eighty percent (80%) of the
Registrable Securities then outstanding; provided, however, that in the event that
such amendment or waiver adversely affects the obligations or rights of any Holder in a different
manner than the other Holders, such amendment or waiver shall also require the written consent of
such Holder. Any amendment or waiver effected in accordance with this paragraph shall be binding
upon each shareholder of the Company, each holder of any Registrable Securities then outstanding,
each future holder of all such Registrable Securities, and the Company.
Section 12B. GOVERNING LAW
This Agreement, the rights and obligations of the parties hereto, and any claims or disputes
relating thereto, shall be governed by and construed in accordance with the laws of the State of
Israel, excluding the conflict of laws provisions thereof.”
2. Amendment to Shareholder Rights Agreement. Immediately following the closing of an IPO
(as defined in the Shareholder Rights Agreement), Sections 3.5; 3.6, 3.8 and 4 of the Shareholder
Rights Agreement shall terminate.
3. Interpretation
From and after the date of this Amendment, all references in the Registration Rights Agreement
and the Shareholder Rights Agreement shall be deemed to be references to such agreements as amended
hereby.
4. Miscellaneous
(a) Transfer; Successors and Assigns. Except as otherwise expressly provided herein,
the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in this Amendment, 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 Amendment,
except as expressly provided in this Amendment.
(b) Governing Law. This Amendment, the rights and obligations of the parties hereto,
and any claims or disputes relating thereto, shall be governed by and construed in accordance with
the laws of the State of Israel, excluding the conflict of laws provisions thereof.
2
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
(c) Notices. Any and all notices, requests, consents and other communications
hereunder and under the Registration Rights Agreement and the Shareholder Rights Agreement shall be
sent in accordance with the Registration Rights Agreement and the Shareholder Rights Agreement.
(d) Limitation. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Registration Rights Agreement and
of the Shareholder Rights Agreement. In the event of an inconsistency or contradiction between the
provisions of this Amendment and the provisions of the Registration Rights Agreement and/or the
Shareholder Rights Agreement, the provisions of this Amendment shall prevail.
(e) Counterparts. This Amendment 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.
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The parties hereto have executed this Amendment to the Registration Rights Agreement as of the
date first written above.
SAIFUN SEMICONDUCTORS LTD. | ||||
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | CEO | |||
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
EXHIBIT A
ORDINARY SHAREHOLDERS
Xx. Xxxx Xxxxx | MIRAGE B.V.B.A. | |||||
Signature:
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/s/ Xxxx Xxxxx | By: | /s/ Xxxx Xxxxx | |||
Name: | ||||||
Title: | ||||||
Adi & Gal Ltd. | ||||
By:
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/s/ Xxxx Xxxxx | |||
Name: |
||||
Title: |
||||
Xxxxxx & Yoav Ltd. | ||||
By:
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/s/ Xxxx Xxxxx | |||
Name: |
||||
Title: |
||||
Xxxxx Xxxxx | ||||
Signature:
|
/s/ Xxxxx Xxxxx | |||
Shikmat Eitan Ltd. | ||||
By:
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/s/ Xxxx Xxxxx | |||
Name: |
||||
Title: |
||||
Yonatan & Maya Ltd. | ||||
By:
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/s/ Xxxx Xxxxx | |||
Name: |
||||
Title: |
||||
Batya & Xxxxxx Ltd. | ||||
By:
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/s/ Xxxx Xxxxx | |||
Name: |
||||
Title: |
||||
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
Spansion LLC | ||||||
By:
|
/s/ [illegible] | |||||
Name: |
||||||
Title: |
||||||
Poalim Capital Markets Ltd. | ||||||
By:
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/s/ Xxx Xxxxx | |||||
Name:
|
Xxx Xxxxx | |||||
Title: |
||||||
Xxxxx Xxx-Xxxx | ||||||
Signature: | /s/ Xxxxx Xxx Xxxx | |||||
Xxx Xxxx | ||||||
Signature: | /s/ Xxx Xxxx | |||||
Impel Management & Investments Ltd. | ||||||
By:
|
/s/ Xxxx Xxxxx | |||||
Name: |
Xxxx Xxxxx | |||||
Title:
|
CEO |
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
Xxxx Xxxxxx | ||||||
Signature: | /s/ Yoav Xxxxxx | |||||
Xxx Niv | ||||||
Signature: | /s/ Xxx Niv | |||||
Scorpio (BSG) Ltd. | ||||||
By:
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/s/ Xxxxxxx Xxxxxx | |||||
Name:
|
Xxxxxxx Xxxxxx | |||||
Title:
|
C.F.O. | |||||
Xxxxx Xxxxxx | ||||||
Signature: | /s/ Xxxxx Xxxxxx | |||||
Xxxx Xxxxx | ||||||
Signature: | /s/ Xxxx Xxxxx | |||||
Xxxxx Xxxxx | ||||||
Signature: | /s/ Paolo Xxxxx | |||||
Xxx Xxxx | ||||||
Signature: | /s/ Xxx Xxxx | |||||
Xxxx Xxxxxxxx | ||||||
Signature: | /s/ Xxxx Xxxxxxxx | |||||
Avshalom Hershcovich | ||||||
Signature: | /s/ Avshalom Hershcovich | |||||
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
Argos Capital Appreciation Master Fund, L.P. | ||||||
By:
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/s/ Ephfraim Gildor | |||||
Name:
|
Ephfraim Gildor | |||||
Title:
|
President Argos Capital Management, Inc. General Partner |
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
EXHIBIT B
PREFERRED SHAREHOLDERS
Gemini Xxxxxx XX Parallel Fund L.P | Gemini Xxxxxx XX L.P | |||||||||
By:
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/s/ [illegible] | By: | /s/ [illegible] | |||||||
Name:
|
Name: | |||||||||
Title:
|
Title: | |||||||||
Advent PGGM Gemini L.P | Gemini Partners Investors L.P | |||||||||
By:
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/s/ [illegible] | By: | /s/ [illegible] | |||||||
Name:
|
Name: | |||||||||
Title:
|
Title: | |||||||||
Gemini Israel III L.P | Gemini Israel III Overflow Fund L.P | |||||||||
By:
|
/s/ [illegible] | By: | /s/ [illegible] | |||||||
Name:
|
Name: | |||||||||
Title:
|
Title: | |||||||||
Gemini Israel Parallel Fund L.P | ||||||||||
By:
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/s/ [illegible] | |||||||||
Name: |
||||||||||
Title: |
||||||||||
K.T Concord Venture Fund (Cayman) L.P | K.T Concord Venture Fund (Israel) L.P | |||||||||
By:
|
/s/ [illegible] | By: | /s/ [illegible] | |||||||
Name:
|
Name: | |||||||||
Title:
|
Title: | |||||||||
Concord Venture I Annex -B L.P | ||||||||||
By:
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/s/ [illegible] | |||||||||
Name: |
||||||||||
Title: |
||||||||||
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
Clal Electronics Industries Ltd. | ||||
By:
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/s/ [illegible] | |||
Name: |
||||
Title: |
||||
M-System Flash Disk Pioneers Ltd. | ||||
By:
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/s/ Xxxxx Xxxx | |||
Name:
|
Xxxxx Xxxx | |||
Title:
|
CFO | |||
Cipio Partners Holding III GmbH | ||||
By:
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/s/ Xx. Xxxx Xxxxxx Xxxx | |||
Name:
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Xx. Xxxx Xxxxxx Xxxx | |||
Title:
|
Managing Director | |||
Bank of America Strategic Investments Incorporation | ||||
By:
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/s/ Xxxx X. Xxxxxxx | |||
Name:
|
Xxxx X. Xxxxxxx | |||
Title:
|
Managing Director | |||
Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity Funding Inc. | ||||
By:
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/s/ Xxxxx X. Xxxxx | |||
Name:
|
Xxxxx X. Xxxxx | |||
Title:
|
Vice President | |||
Originators Investment Plan L.P | ||||
By:
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/s/ Xxxxx X. Xxxxx | |||
Name:
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Xxxxx X. Xxxxx | |||
Title:
|
Vice President | |||
Microdent Ltd. | ||||
By:
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/s/ Xxx Xxxxxxx | |||
Name:
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Xxx Xxxxxxx | |||
Title: |
||||
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
Semel Investments Ltd. | ||||
By:
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/s/ [illegible] | |||
Name: |
||||
Title: |
||||
Neon Holdings Ltd. | ||||
By:
|
/s/ [illegible] | |||
Name: |
||||
Title: |
||||
Xxxxxx Younisian | ||||
Signature:
|
/s/ Xxxxxx Younisian | |||
Xxxxxxx Xxxxxx | ||||
Signature:
|
/s/ Xxxxxxx Xxxxxx | |||
Xxxxx Xxxxx | ||||
Signature:
|
/s/ Xxxxx Xxxxx | |||
Taraga Capital Ltd. | ||||
By:
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/s/ Xxxxxx X. Xxxxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxxxx | |||
Title:
|
Manager | |||
Partners Financial Management Co. Inc. | ||||
By:
|
/s/ Xxxxx Xxxxxx | |||
Name:
|
Xxxxx Xxxxxx | |||
Title:
|
President | |||
Mallard Investments L.P | ||||
By:
|
/s/ Xxxxxxx X. Wieliger | |||
Name:
|
Xxxxxxx X. Wieliger | |||
Title:
|
President |
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
Samro N.V. | ||||
By:
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/s/ [illegible] | |||
Name: |
||||
Title: |
||||
Deanery Investment Ltd. | ||||
By:
|
/s/ Xxxx Xxxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxxx | |||
Title:
|
Proxy Holder | |||
Afris Technology Investments Ltd. | ||||
By:
|
/s/ Xxxx Xxxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxxx | |||
Title:
|
Proxy Holder | |||
Lorentech Technology Ltd. | ||||
By:
|
/s/ Xxxx Xxxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxxx | |||
Title:
|
Proxy Holder | |||
York Holdings Group Ltd. | ||||
By:
|
/s/ Xxxx Xxxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxxx | |||
Title:
|
Proxy Holder | |||
L.U.D.O (Holdings) Ltd. | ||||
By:
|
/s/ Xxxx Xxxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxxx | |||
Title:
|
Proxy Holder | |||
Moritz Israeli Investments Ltd. | ||||
By:
|
/s/ Xxxx Xxxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxxx | |||
Title:
|
Proxy Holder |
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
Xxxxxx Israeli Investments Ltd. | ||||
By:
|
/s/ Xxxx Xxxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxxx | |||
Title:
|
Proxy Holder | |||
Virgotech Ltd. | ||||
By:
|
/s/ Xxxxxxxx Xxxxxx | |||
Name:
|
Xxxxxxxx Xxxxxx | |||
Title:
|
Managing Director | |||
Alumot Technology Investments Ltd. | ||||
By:
|
/s/ [illegible] | |||
Name: |
||||
Title: |
||||
Kanfei Zahav Investment Company Ltd. | ||||
By:
|
/s/ Xxxxx Unn | |||
Name:
|
Xxxxx Unn | |||
Title:
|
Manager | |||
T.B.S. Group Ltd. | ||||
By:
|
/s/ Xxxx Xxxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxxx | |||
Title:
|
Proxy Holder | |||
Gad Shilo | ||||
Signature:
|
/s/ Gad Xxxxx | |||
Xxxxxxx Xxxxx | ||||
Signature:
|
/s/ Xxxxxxx Xxxxx | |||
Xxxxx Xxxxxx | ||||
Signature:
|
/s/ Xxxxx Xxxxxx | |||
Saifun Semiconductors Ltd. — Amendment to
Registration Rights Agreement and Shareholder Rights Agreement
Registration Rights Agreement and Shareholder Rights Agreement
Xxxx Xxxx | ||||
Signature:
|
/s/ Xxxx Xxxx | |||