Registration Rights Agreement
EXHIBIT 4.2
Registration Rights Agreement (this “Agreement”), dated as of October 1, 2009, by
and among Telvent GIT, S.A., a sociedad anonima organized under the laws of the Kingdom of Spain,
with headquarters located at Xxxxxxxxx, 0, 00000 Xxxxxxxxxx, Xxxxxx, Xxxxx (the “Company”),
Telvent Corporation, S.L., a sociedad de responsibilidad limitada organized under the laws of the
Kingdom of Spain (“Telvent Corp”) and
Abengoa, S.A., a socieded anonima organized under the laws of the Kingdom of Spain (the “Parent”).
Whereas:
A. Telvent Corp is an indirect wholly owned subsidiary of the Parent.
B. Telvent Corp owns 15,595,438 ordinary shares of the Company, nominal value € 3.00505 per
share (the “Ordinary Shares”), which it acquired prior to the Company’s initial public
offering (the “Shares”).
C. Telvent Corp has requested the Company to provide certain registration rights under the
Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws
with regard to 4,800,000 of the Shares (the “Registrable Shares”).
D. The parties have entered into this Agreement to reflect their covenants, agreements and
understandings with regard to the foregoing.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, Telvent Corp and Parent hereby agree as follows:
SECTION 1. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the underwriting agreement with respect to the offering of the Registrable
Shares. As used in this Agreement, the following terms shall have the following meanings:
1.1 “Business Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in The City of New York, New York or Madrid, Spain are authorized or required by
law to remain closed.
1.2 “Commission” means the United States Securities and Exchange Commission.
1.3 “Effective Date” means the date that the Registration Statement has been declared
effective by the Commission.
1.4 “Effective Deadline” means the date which is 90 days after the Filing Deadline (as
defined below), or if there is a full review of the Registration Statement by the Commission, 120
days after the Filing Deadline.
1.5 “Filing Deadline” means ninety (90) days following the date hereof.
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1.6 “Person” means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government or any department
or agency thereof.
1.7 “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing one or more Registration Statements (as defined
below) in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of
effectiveness of such Registration Statement(s) by the Commission.
1.8 “Registration Statement” means a registration statement or registration statements
(including any preliminary prospectus, final prospectus, free writing prospectus, exhibit,
supplement or amendment included in or relating to, and any document incorporated by reference in,
the Registration Statement) of the Company required to be filed under the 1933 Act covering the
Registrable Shares.
1.9 “Rule 415” means Rule 415 under the 1933 Act or any successor rule providing for
offering securities on a continuous or delayed basis.
SECTION 2. Registration of Registrable Shares.
2.1 Mandatory Registration. The Company shall as soon as practicable, but in no event
later than the Filing Deadline, prepare and file with the Commission a Registration Statement on
Form F-3 relating to the resale of all of the Registrable Shares for an underwritten offering or an
offering to be made on a continuous basis pursuant to Rule 415 on the NASDAQ Global Select Market,
or the facilities of any national securities exchange on which the Ordinary Shares are then traded,
or in privately negotiated transactions. The Company shall use its reasonable best efforts,
subject to receipt of necessary information from Telvent Corp, to cause the Commission to declare
the Registration Statement effective by the Effective Deadline.
2.2 Ineligibility for Form F-3. In the event that Form F-3 is not available for the
registration of the resale of Registrable Shares hereunder, the Company shall (i) register the
resale of the Registrable Shares on another appropriate form reasonably acceptable to Telvent Corp
and (ii) undertake to register the Registrable Shares on Form F-3 as soon as such form is
available, provided that the Company shall maintain the effectiveness of the Registration Statement
then in effect until such time as a Registration Statement on Form F-3 covering the Registrable
Shares has been declared effective by the Commission.
SECTION 3. Related Obligations.
3.1 Related Obligations. At such time as the Company is obligated to file a
Registration Statement with the Commission pursuant to Section 2.1, the Company shall also be
obligated to:
(a) promptly prepare and file with the Commission such amendments and supplements to the
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
the Registration Statement effective until the earliest of (i) one year after the effective date of
the Registration Statement or (ii) such time as the Registrable Shares become eligible for resale
by the Purchaser without any volume limitations or other restrictions
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pursuant to Rule 144 under the 1933 Act or any other rule of similar effect; provided that,
for the avoidance of doubt, in no event shall the Company have any obligation to keep the
Registration Statement effective after such time as all of the Registrable Shares have been sold
pursuant to the Registration Statement or Rule 144 or any other rule of similar effect;
(b) furnish to Telvent Corp with respect to the Registrable Shares registered under the
Registration Statement (and to each underwriter of such Registrable Shares) such number of copies
of prospectuses and such other documents as Telvent Corp may reasonably request, in order to
facilitate the public sale or other disposition of all or any of the Registrable Shares by Telvent
Corp;
(c) issue a press release describing the transactions; and
(d) in order to enable Telvent Corp to sell the Registrable Shares under Rule 144 under the
1933 Act, for a period of one year from the Effective Date, use its commercially reasonable efforts
to comply with the requirements of Rule 144, including without limitation, use its commercially
reasonable efforts to comply with the requirements of Rule 144(c)(1) with respect to public
information about the Company and to timely file all reports required to be filed by the Company
under the Securities Exchange Act of 1934, as amended (the “1934 Act”).
The Company understands that Telvent Corp disclaims being an underwriter, but Telvent Corp
being deemed an underwriter shall not relieve the Company of any obligations it has hereunder.
SECTION 4. Obligations and Covenants of the Parent and Telvent Corp
4.1 Expenses. The Parent shall bear all expenses of the Company in connection with
the procedures in Sections 2.1 and 2.2, as well as the procedures set forth in paragraphs (a) and
(b) of Section 3.1.
4.2 Transfer of Registrable Shares After Registration. Telvent Corp agrees that it
will not effect any disposition of the Registrable Shares that would constitute a sale within the
meaning of the 1933 Act or pursuant to any applicable state securities laws, except as contemplated
in the Registration Statement or as otherwise permitted by law, and that it will promptly notify
the Company of any changes in the information set forth in the Registration Statement regarding
Telvent Corp or its plan of distribution.
4.3 Public Sale or Distribution. Telvent Corp hereby covenants with the Company not
to make any sale of the Registrable Shares under the Registration Statement without complying with
the provisions of this Agreement and without effectively causing the prospectus delivery
requirement under the 1933 Act to be satisfied (whether physically or through compliance with Rule
172 under the 1933 Act or any similar rule). Telvent Corp acknowledges that there occasionally may
be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming
a part of the Registration Statement (a “Suspension”) until such time as an amendment to
the Registration Statement has been filed by the Company and declared effective by the Commission,
or until such time as the Company has filed an appropriate report with the Commission pursuant to
the 1934 Act. Without the Company’s prior written consent,
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which consent shall not unreasonably be withheld or delayed, Telvent Corp shall not use any
written materials to offer the Registrable Shares for resale other than the Prospectus,
including any “free writing prospectus” as defined in Rule 405 under the 1933 Act. Telvent Corp
covenants that it will not sell any Registrable Shares pursuant to said Prospectus during the
period commencing at the time when Company gives Telvent Corp written notice of the Suspension of
the use of said Prospectus and ending at the time when the Company gives Telvent Corp written
notice that Telvent Corp may thereafter effect sales pursuant to the Prospectus. Notwithstanding
the foregoing, the Company agrees that no Suspension shall be for a period of longer than 45
consecutive days, and any one or more Suspensions shall not be for a period longer than 60 days in
the aggregate in any 365-day period. Telvent Corp further covenants to notify the Company promptly
of the sale of all of its Registrable Shares.
4.4 Confidentiality. Telvent Corp shall maintain in confidence the receipt and
content of any notice of a Suspension (as defined in Section 4.3 above).
4.5 Covenant of Telvent Corp. Except for (i) sales made by Telvent Corp. pursuant to
Rule 144 under the 1933 Act and (ii) any sale by Telvent Corp in an underwritten offering, Telvent
Corp hereby agrees to provide the Company with thirty (30) days prior written notice of any sale of
Ordinary Shares to any single Person representing five percent (5%) or more of the Ordinary Shares
owned by the Purchaser at the time of such sale. For purposes hereof, “Person” shall mean any
individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization,
limited liability company, association, corporation, institution, entity, party or government
entity or any other entity of any kind or nature whatsoever.
SECTION 5. Indemnification.
5.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless
Telvent Corp against any losses, claims, damages, liabilities or expenses, joint or several
(“Losses”), to which Telvent Corp may become subject, under the 1933 Act, the 1934 Act, or
any other U.S. federal or state statutory law or regulation, or at common law or otherwise
(including in settlement of any litigation, if such settlement is effected with the written consent
of the Company), insofar as such Losses (or actions in respect thereof as contemplated below) arise
out of or are based upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement or arise out of or are based upon the omission or alleged
omission to state in any of them a material fact required to be stated therein or necessary to make
the statements in the Registration Statement not misleading in light of the circumstances under
which they were made, and will promptly reimburse Telvent Corp for any legal and other expenses as
such expenses are reasonably incurred by Telvent Corp in connection with investigating, defending
or preparing to defend, settling, compromising or paying any such Loss; provided,
however, that the Company will not be liable for amounts paid in settlement of any such
Loss if such settlement is effected without the consent of the Company, which consent shall not be
unreasonably withheld, and the Company will not be liable in any such case to the extent that any
such Loss arises out of or is based upon (i) an untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration Statement in reliance upon and in conformity
with written information furnished to the Company by or on behalf of Telvent Corp expressly for use
therein, or (ii) the failure of Telvent Corp to comply with the covenants and agreements in
Sections 4.2 or 4.3 hereof respecting the sale of the Registrable Shares, or
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(iii) any statement or omission in any prospectus that is corrected in any subsequent prospectus
that was delivered to Telvent Corp prior to the pertinent sale or sales by Telvent Corp.
5.2 Indemnification by Telvent Corp. Telvent Corp will indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the Registration Statement and
each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act, against any Losses to which the Company, each of its directors, each of
its officers who signed the Registration Statement or controlling Person may become subject, under
the 1933 Act, the 1934 Act, Spanish corporate and securities laws and regulations, U.S. federal and
U.S. state statutory law or regulation, U.S. common law or otherwise (including in settlement of
any litigation, but only if such settlement is effected with the written consent of Telvent Corp)
insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are
based upon (i) any failure to comply with the covenants and agreements contained in Sections 4.2 or
4.3 hereof respecting the sale of the Registrable Shares or (ii) any untrue or alleged untrue
statement of any material fact contained in the Registration Statement or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements in the Registration Statement not misleading in the
light of the circumstances under which they were made, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or alleged omission was
made in the Registration Statement in reliance upon and in conformity with written information
furnished to the Company by or on behalf of Telvent Corp expressly for use therein; and will
reimburse the Company, each of its directors, each of its officers who signed the Registration
Statement or controlling Person for any legal and other expense reasonably incurred by the Company,
each of its directors, each of its officers who signed the Registration Statement or controlling
Person in connection with investigating, defending, settling, compromising or paying any such Loss.
5.3 Procedures. Promptly after receipt by an indemnified party under this Section 5
of notice of the threat or commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party under this Section 5 promptly notify
the indemnifying party in writing thereof, but the omission to notify the indemnifying party will
not relieve it from any liability that it may have to any indemnified party for contribution or
otherwise under the indemnity agreement contained in this Section 5 to the extent it is not
prejudiced as a result of such failure. In case any such action is brought against any indemnified
party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the
indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly
with all other indemnifying parties similarly notified, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party, and the indemnifying party and
the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably
satisfactory to the indemnifying party, that there may be a conflict of interest between the
positions of the indemnifying party and the indemnified party in conducting the defense of any such
action or that there may be legal defenses available to it and/or other indemnified parties that
are different from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assume such legal defenses and
to otherwise participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified party of its
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election to assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party under this Section 5
for any legal or other expenses subsequently incurred by such indemnified party in connection with
the defense thereof unless (i) the indemnified party shall have employed such counsel in connection
with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it
being understood, however, that the indemnifying party shall not be liable for the expenses of more
than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of
the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of action, in each of which cases the
reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. The
indemnifying party shall not be liable for any settlement of any action without its written
consent. In no event shall any indemnifying party be liable in respect of any amounts paid in
settlement of any action unless the indemnifying party shall have approved in writing the terms of
such settlement; provided, however, that such consent shall not be unreasonably
withheld. No indemnifying party shall, without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened proceeding in respect of which any indemnified
party is or could have been a party and indemnification could have been sought hereunder by such
indemnified party unless such settlement provides for the unconditional release of such indemnified
party from all liability on claims that are the subject matter of such proceeding.
SECTION 6. Information Available. The Company, upon the reasonable request of Telvent
Corp, shall make available for inspection by Telvent Corp, any underwriter participating in any
disposition pursuant to the Registration Statement and any attorney, accountant or other agent
retained by Telvent Corp or any such underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company’s officers, employees and
independent accountants to supply all information reasonably requested by Telvent Corp or any such
underwriter, attorney, accountant or agent in connection with the Registration Statement.
SECTION 7. Termination of Conditions and Obligations. The restrictions imposed by
Section 4.2 upon the transferability of the Registrable Shares shall cease and terminate as to any
particular number of the Registrable Shares upon the earlier of (i) the passage of two years from
the effective date of the Registration Statement covering such Registrable Shares and (ii) at such
time as an opinion of counsel satisfactory in form and substance to the Company shall have been
rendered to the effect that such conditions are not necessary in order to comply with the 1933 Act.
This Agreement shall terminate upon the sale by Telvent Corp of all of the Registrable Shares,
except for the provisions of Section 4.1 (Expenses), which shall remain in effect until such time
as Telvent has received from Parent all expenses owed under such section, and except for the
provisions of Section 5 (Indemnification), which shall remain in effect until such time as any
applicable statute of limitations with respect to any liabilities under U.S. federal securities
laws with respect to the registration of the Registrable Shares has expired.
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SECTION 8. Amendment of Registration Rights.
Provisions of this Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively) only with the
written consent of the Company, Telvent Corp and Parent. Any amendment or waiver effected in
accordance with this Section 8 shall be binding upon Telvent Corp, Parent and the Company.
SECTION 9. Miscellaneous.
9.1 Notices. Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Business Day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:
If to the Company:
Telvent GIT, S.A.
Xxxxxxxxx, 0
00000 Xxxxxxxxxx
Xxxxxx, Xxxxx
Telephone: 00-00-000-00-00
Facsimile: 34-91-714-00-01
Attention: Xxxxx Xxxxxx Xxxx
Xxxxxxxxx, 0
00000 Xxxxxxxxxx
Xxxxxx, Xxxxx
Telephone: 00-00-000-00-00
Facsimile: 34-91-714-00-01
Attention: Xxxxx Xxxxxx Xxxx
If to the Transfer Agent:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000- 000-0000
Facsimile: 000- 000-0000
Attention: Xxxxxx Xxxxxx
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000- 000-0000
Facsimile: 000- 000-0000
Attention: Xxxxxx Xxxxxx
If to Legal Counsel:
Squire, Xxxxxxx & Xxxxxxx, L.L.P.
0000 Xxx Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxx X. Xxxxxx
0000 Xxx Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxx X. Xxxxxx
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If to Telvent Corp:
Telvent Corporation, X.X.
Xxxxxxxxx, 0
00000 Xxxxxxxxxx
Xxxxxx, Xxxxx
Telephone: 00-00-000-00-00
Facsimile: 34-91-714-00-01
Attention: Xxxxx Xxxxxx Xxxx
Xxxxxxxxx, 0
00000 Xxxxxxxxxx
Xxxxxx, Xxxxx
Telephone: 00-00-000-00-00
Facsimile: 34-91-714-00-01
Attention: Xxxxx Xxxxxx Xxxx
If to the Parent:
Abengoa,S.A.
Gral. Xxxxxxxx Xxxxxx, 00
00000 Xxxxxx, Xxxxx
Telephone: 00-00-000-00-00
Facsimile: 34-91-714-00-01
Attention: Xxxxxx Xxxxx Xxxxxxx
Gral. Xxxxxxxx Xxxxxx, 00
00000 Xxxxxx, Xxxxx
Telephone: 00-00-000-00-00
Facsimile: 34-91-714-00-01
Attention: Xxxxxx Xxxxx Xxxxxxx
or to such other address and/or facsimile number and/or to the attention of such other Person as
the recipient party has specified by written notice given to each other party five (5) days prior
to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an
image of the first page of such transmission or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.
9.2 No Waiver. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate
as a waiver thereof.
9.3 Governing Law; Jurisdiction. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the internal laws of the
State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of
the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New
York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
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improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law.
9.4 Validity. If any provision of this Agreement shall be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
9.5 Waiver of Jury Trial. Each party hereby irrevocably waives any right it may have,
and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in
connection herewith or arising out of this Agreement or any transaction contemplated hereby.
9.6 Entire Agreement. This Agreement and the instruments referenced herein constitute
the entire agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement, the other Transaction Documents and the
instruments referenced herein and therein supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.
9.7 Binding Agreement. This Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto.
9.8 Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
9.9 Counterparts. This Agreement may be executed in identical counterparts, each of
which shall be deemed an original but all of which shall constitute one and the same agreement.
This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission of a copy of this Agreement bearing the signature of the party so delivering this
Agreement.
9.10 Other Agreements. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents as any other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.
9.11 Construction. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent and no rules of strict construction
will be applied against any party.
9.12 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.
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9.13 Waiver of Incidental Damages. Notwithstanding anything else contained in this
Agreement, in no event shall a party be liable to any other party for any indirect, consequential,
incidental, special or punitive damages, including without limitation, any profits or revenues,
regardless of the form of action and whether advised of the possibility of such damages or not.
* * * * * *
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IN WITNESS WHEREOF, the Company, Telvent Corp and Parent have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of the date first
written above.
| Telvent GIT, S.A. | ||
| /s/ Xxxxxx Xxxxxxx | ||
| Name: Xxxxxx Xxxxxxx | ||
| Title: Chief Executive Officer | ||
| Telvent Corporation, S.L. | ||
| /s/ Xxxxxx Xxxxx Xxxxxxx – Xxxxxxx | ||
| Name: Xxxxxx Xxxxx Xxxxxxx – Xxxxxxx | ||
| Title: Attorney in fact | ||
| Abengoa, S.A. | ||
| /s/ Xxxxxx Xxxxx Xxxxxxx – Xxxxxxx | ||
| Name: Xxxxxx Xxxxx Xxxxxxx – Xxxxxxx | ||
| Title: Attorney in fact |
