EXHIBIT 10.23
VYYO INC.
AMENDMENT NO. 2 TO
REGISTRATION RIGHTS AND
LOCK-UP AGREEMENT
THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this
"Amendment") is entered into as of this 4th day of February, 2000, by and among
Vyyo Inc., formerly known as PhaseCom, Inc. (the "Company"), and the holders of
shares of the Company's Common Stock, or securities convertible into or
exchangeable or exercisable for Common Stock, that are identified on the
signature page to this Amendment (the "Holders").
WITNESSETH:
WHEREAS, the Company and the Holders are parties to that certain
Registration Rights and Lock-Up Agreement, dated as of April 21, 1996, as
amended on August 13, 1999 (the "Registration Rights Agreement");
WHEREAS, the Company has filed a Registration Statement on Form S-1
(the "Registration Statement") with the Securities and Exchange Commission in
connection with a proposed underwritten initial public offering (the "Offering")
of shares of its common stock, par value $0.0001 per share ("Common Stock");
WHEREAS, each Holder recognizes that the Offering will be of benefit to
such Holder and will benefit the Company by, among other things, raising
additional capital for its operations;
WHEREAS, in connection with the Offering, the parties hereto desire to
amend the Registration Rights Agreement as set forth herein;
WHEREAS, pursuant to Section 3(a) of the Registration Rights Agreement,
the Registration Rights Agreement may be amended upon the written consent of
Holders holding a majority of the then Registrable Securities; and
WHEREAS, the undersigned Holders hold at least a majority of the
currently outstanding Registrable Securities.
1
NOW, THEREFORE, for and in consideration of the foregoing and the
mutual agreements and covenants contained in this Amendment, the parties hereto
agree as follows:
1. DEFINITIONS. Except as otherwise provided herein, the definitions
set forth in Article 1 of the Registration Rights Agreement shall have the same
meaning in this Amendment as if fully set forth herein.
2. AMENDMENT TO SECTION 2(A)(II)(2). Section 2(a)(ii)(2) of the
Registration Rights Agreement shall be deleted and in its place the following
new Section 2(a)(ii)(2) shall be inserted:
(2) Prior to the earlier of (A) December 1, 2000, or (B)
eighteen (18) months after the effective date of PhaseCom Del's first
registered underwritten offering to the general public of its
securities for its own account;
3. AMENDMENT TO SECTION 2(B)(I). Section 2(b)(i) of the Registration
Rights Agreement shall be deleted and in its place the following new Section
2(b)(i) shall be inserted:
(i) PHASECOM DEL'S OBLIGATION TO REGISTER. If PhaseCom Del at
any time proposes to initiate a registration of its securities under
the Securities Act on its own or upon request of Holders other than
Initiating Holders and thereafter registers any of its securities under
the Securities Act (other than a registration effected (A) solely to
implement an employee benefit plan, a transaction to which Rule 145 of
the Securities Act is applicable or any other form or type of
registration in which Registrable Securities cannot be included
pursuant to Commission rule or practice or (B) in connection with
PhaseCom Del's first registered underwritten offering to the general
public of its securities for its own account), it will give written
notice to all Holders of the outstanding Registrable Securities of its
intention to do so at least twenty (20) days prior to the filing of any
such registration (stating the intended method and terms of disposition
of such securities, including a list of the jurisdictions in which
PhaseCom Del intends to qualify such securities). Upon the written
request from any Holder within fifteen (15) days after receipt of
PhaseCom Del's notice to the Holders, subject to the limits contained
in this Section, PhaseCom Del shall afford each such Holder an
opportunity to include in such registration all or any part of the
Registrable Securities then held by such Holder, all to the extent
requisite to permit such sale or other disposition by such Holders of
the Registrable Securities so registered and to the extent permissible
under applicable securities laws; provided, however, that PhaseCom Del
shall be required to use such best efforts to register said Registrable
Securities under this Section (b) no more than two (2) times.
2
4. FULL FORCE AND EFFECT. The parties hereto hereby modify and amend
the Registration Rights Agreement in accordance with the provisions of this
Amendment and except as hereby and herein modified and amended, the
Registration Rights Agreement shall remain in full force and effect and
binding upon the parties.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first above written.
VYYO INC. (formerly PhaseCom, Inc.)
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Chairman of the Board and CEO
PHASECOM INVESTOR GROUP LIMITED PARTNERSHIP
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx
Title: President of Harmony Management, Inc.,
General Partner
PHASECOM INVESTOR GROUP LIMITED
PARTNERSHIP NO. 2
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx
Title: President of Harmony Management, Inc.,
General Partner
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DAVIDI and XXXXXXX XXXX TRUST U/T/D 1/18/91
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx, Trustee
GALRAN PROPERTIES (1993) LTD.
By: /s/ Boaz Adini
---------------------------------------------
Name: Boaz Adini
Title: Chairman
EICHOT CAPITAL MARKETS AND
INVESTMENTS (1993) LTD.
By: /s/ Xxx Xxxxx and Koti Gavish
---------------------------------------------
Name: Xxx Xxxxx and Koti Gavish
Title: General Managers
XXX HOLDINGS AND PROPERTIES (1993) LTD.
By: /s/ Xxx Xxxxx
---------------------------------------------
Name: Xxx Xxxxx
Title: Chairman
X. XXXX INVESTMENTS (1993) LTD.
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx
Title: Director
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ADC TELECOMMUNICATIONS, INC.
By: /s/ Xxxx Xxxxxxx
---------------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
XXXXXXX - XXXXXX TRUST U/T/D 4/3/87
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Trustee
XXXXXX XXXXXXXXX
------------------------------------------------
ITHZAK and XXXXXX HOFFI
/s/ Ithzak Hoffi
------------------------------------------------
/s/ Xxxxxx Hoffi
------------------------------------------------
CHIM-NIR LTD.
By: /s/ Xxxx Xxxx and /s/ Xxxx Xxxxxxx
---------------------------------------------
Name: Xxxx Xxxx and Xxxx Xxxxxxx
Title: Director / Director
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HAREL-HAMISHMAR INVESTMENTS LTD.
By:
---------------------------------------------
Name:
Title:
AL-BEN LTD.
By: /s/ Xxxxx Xxxxxx
---------------------------------------------
Name: Xxxxx Xxxxxx
Title: CEO
XXXX XXXXX
/s/ Xxxx Xxxxx
------------------------------------------------
XXXXX and YUVAL EZYONI
/s/ Xxxxx Ezyoni
------------------------------------------------
/s/ Yuval Ezyoni
------------------------------------------------
XXXXXXXXX XXXXX
/s/ X. Xxxxx
------------------------------------------------
XXXXX XXXXXX
------------------------------------------------
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REUVEN AND XXXXX XXXXXXXXX
/s/ Xxxxxx Xxxxxxxxx
------------------------------------------------
------------------------------------------------
XXXXXXX XXXXXXX
------------------------------------------------
MIRI LENT
------------------------------------------------
X. XXXXXXX & CO., as Trustee U/A dtd
11/10/97
FBO: The parties identified on Schedule A
hereto
By:
-------------------------------------------
Name:
Title:
XXXXXX XXXXXXX
------------------------------------------------
YOTAM FINANCING TECHNOLOGICAL VENTURES LTD.
By: /s/ Xxxx Xxxxxx
---------------------------------------------
Name: Xxxx Xxxxxx
Title: President
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SCHLOMO RACHIV
------------------------------------------------
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SCHEDULE A
X. Xxxxxxx & Co., as Trustee U/A dtd 11/10/97
FBO: Y. Azai Investments Ltd.
FBO: Galran Properties (1993) Ltd.
FBO: Xxx Holdings and Properties (1993) Ltd.
FBO: Eichot Capital Markets and Investments (1993) Ltd.
FBO: Xxxx Xxxxxxxxx
FBO: Ithzak and Xxxxxx Hoffi
FBO: Chim-Nir Ltd.
FBO: MMD Technology Israel Ltd.
FBO: Xxxxx Investment Company Ltd.
FBO: Cham Foods (Israel) Ltd.
FBO: Harel-Hamishmar Investments Ltd.
FBO: Reuven and NaomiAshkenazy
FBO: Al-Ben Ltd.
FBO: Miri Lent
FBO: Xxxx Xxxxx
FBO: Yotam Financing and Technological Ventures Ltd.
FBO: Hananyah and Tamar Amishav
FBO: Xxxxxx Xxxxxxx
FOB: Xxxxxxxxx Xxxxx
FOB: Xxxxxxx Xxxxxxx, or Successor, as Trustee on behalf of Xxxx Xxxxxxxxx
FOB: Xxxxxxx Xxxxxxx, or Successor, as Trustee on behalf of Xxxx Xxxxxx
FOB: Xxxxxxx Xxxxxxx, or Successor, as Trustee on behalf of Xxxxxxx Xxxxxx
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