Exhibit 2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made as of February 7,
2005, by and among ViryaNet Ltd., a company organized under the laws of the
State of Israel (the "COMPANY"), Telvent Investments, S.L., a company organized
under the laws of the kingdom of Spain (the "SHAREHOLDER")
W I T N E S S E T H:
WHEREAS, the Company and the Shareholder have entered into a Share
Purchase Agreement (the "AGREEMENT"), pursuant to which the Shareholder become
holder of 581,659 Ordinary Shares par value NIS 1.0 of the Company; and
WHEREAS, a condition to the closing of the Agreement (the "CLOSING") is
that the parties hereto enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
1. Definitions
Terms used in this Agreement and not otherwise defined herein shall have
the meanings ascribed to them in the Agreement. As used in this Agreement,
the following terms have the following meanings:
1.1. The term "COMPANIES LAW" shall mean the Israeli Companies Law 1999,
as amended.
1.2. The term "EXCHANGE ACT" shall mean the United States Securities
Exchange Act of 1934, as amended.
1.3. The term "FORM F-3" shall mean such form under the Securities Act,
as in effect on the date hereof or any registration form under the
Securities Act subsequently adopted by the SEC which permits
inclusion or incorporation of substantial information by reference
to other documents filed by the Company with the SEC.
1.4. The term "HOLDER" shall mean the Shareholder.
1.5. The term "ISRAELI SECURITIES LAW" shall mean the Israeli Securities
Law - 1968, as amended.
1.6. The terms "REGISTER", "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities
Act, and the declaration or ordering of effectiveness of such
registration statement or document or the equivalent actions under
the laws of another jurisdiction.
1.7. The term "REGISTRABLE SECURITIES" shall mean Ordinary Shares issued
to the Shareholder under the Agreement. For the purpose of Sections
2.5 and 4.3 the
Registrable Securities shall include in addition, securities
granted to other holders of registration rights under other
agreement with the Company.
1.8. The term "SEC" shall mean the U.S. Securities and Exchange
Commission.
1.9. The term "SECURITIES ACT" shall mean the United States Securities
Act of 1933, as amended.
2. Demand Registration
2.1. Subject to the provisions of that certain Lock-Up Agreement
attached to the Agreement, the Company shall receive, at any time
starting six (6) months after the Closing, a written request from
the Holder to file a registration statement under the Securities
Act covering the registration of all or part of the Registrable
Securities, then the Company shall:
2.1.1. within twenty (20) days of the receipt thereof, give
written notice of such request to all other holders of
registration rights under other agreements of the Company;
and
2.1.2. use its best efforts to effect as soon as practicable,
register under the Securities Act all Registrable
Securities which are specified in such written request
together with the registrable securities of other parties
joining in such request pursuant to written requests
received by the Company from such parties within 20 days
after the receipt of the Company's written notice.
2.2. If the Company shall furnish to the Holder requesting registration
pursuant to this Section 2 a certificate signed by the Chief
Executive Officer of the Company or the Chairman of the Company's
Board of Directors stating that in the good faith judgment of the
Board of Directors of the Company it would be seriously detrimental
to the Company and its shareholders for such registration to be
effected at such time, the Company shall have the right to defer
such filing for a period of not more than sixty (60) days after
receipt of the request of the Holder, provided that such right to
delay a request shall be exercised by the Company not more than
once in any 12 month period.
2.3. In the case of any registration effected pursuant to this Section 2
the Company shall have the right to designate the managing
underwriter(s) in any underwritten offering, subject to the
reasonable prior approval of the Holder.
2.4. The Company and all holders participating in such underwritten
registration shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for
such underwriting.
2.5. Notwithstanding any other provision of this Section 2 (except for
Section 2.2), if the underwriter of a registration being made
pursuant to Section 2 advises the Holder in writing that marketing
factors require a limitation of the number of Registrable
Securities to be included in such underwritten registration, then
the Shareholder shall have the first priority, before any other
Holder of the Company, to include its Registrable Shares in any
registration initiative by Shareholder.
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2.6. The Company shall not be required to effect more than one (1)
demand registration pursuant to Section 2. If the Company shall be
eligible to use a registration statement on Form F-3 in connection
with the demand registration under this Section 2, such
registration may be effected by the Company on Form F-3.
2.7. The Company may not cause any other registration of securities for
sale for its own account (other than a registration effected solely
to implement an employee benefit plan) to be initiated after
delivery of a demand for a registration requested pursuant to this
Section 2 and to become effective less than one hundred and twenty
(120) days after the effective date of a registration made pursuant
to such demand under this Section 2.
2.8. The Holder may withdraw its request for such demand registration at
any time and it shall not be deemed to have exhausted any rights to
make a demand registration in the future, provided that it
reimburses the Company for all of its costs and expenses incurred
in connection with such withdrawn demand registration
(collectively, "Company Expenses"), if such registration has in
fact been cancelled. Notwithstanding the above, if the Holder
withdraws its request based upon material adverse information
relating to the Company or its condition, business, prospects or
general securities market conditions which is different from that
generally known to the Company's shareholders at the time of the
Holder's request, the Holder shall not have to reimburse the
Company for the Company Expenses.
3. Shelf Registration
3.1. From such time as the Company becomes eligible to file registration
statements on Form F-3, at the request of the holders to file a
shelf registration statement pursuant to Rule 415 under the
Securities Act with the SEC, the Company shall:
3.1.1. within twenty (20) days after receipt of any such request,
give written notice of the proposed registration to all
other holders; and
3.1.2. use its best efforts to effect as soon as practicable the
registration under the Securities Act of all Registrable
Securities which are specified in such written request
together with the registrable securities of other holders
joining in such request pursuant to written requests
received by the Company.
3.2. The Company undertakes that it will, once having qualified for
registration on Form F-3, use its best efforts to comply with all
necessary filings and other requirements so as to maintain such
qualification.
3.3. After a registration requested pursuant to Section 3, the Company
may not cause any other registration of securities for sale for its
own account (other than a registration effected solely to implement
an employee benefit plan) to be initiated and to become effective
less than one hundred and twenty (120) days after the effective
date of any registration requested pursuant to Section 3.1.
3.4. Notwithstanding the above, the Company shall not be required
to effect a registration pursuant to Section 3 if:
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3.4.1. the reasonably-anticipated aggregate market price of the
Registrable Securities to be registered thereunder is less
than $750,000;
3.4.2. if the Company has, within the six (6) month period
preceding the date of such request, already effected one
registration under Section 3, or two registrations under
Section 3 in the previous twelve-month period; or
3.4.3. if Form F-3 is not available for such offering by the
Holder;
3.4.4. if the Company shall furnish to the Holder a certificate
signed by the Chief Executive Officer or Chairman of the
Board of the Company stating that in the good faith
judgment of the Board of Directors of the Company, it
would be seriously detrimental to the Company and its
shareholders for such Form F-3 registration to be effected
at such time, in which event the Company shall have the
right to defer the filing of the Form F-3 registration
statement for a period of not more than sixty (60) days
after receipt of the request of the Holder under this
Section 3; provided, however, that the Company shall not
utilize this right more than once in any twelve (12) month
period.
4. Piggyback Registrations
4.1. Whenever the Company proposes to register for its own account or
for any other person other than in a registration pursuant to
Section 2 or 3 any of its securities under either the Securities
Act (other than a registration in connection with a merger or
acquisition on Form F-4 or S-4 or one relating solely to employee
benefit plans under Form S-8 or any similar form) or the Israeli
Securities Laws, it will promptly, and at least thirty (30) days
prior to the initial filing of a registration statement with the
SEC or Israeli equivalent, give written notice to the Holder of its
intention to effect such a registration and will include in such
registration all the securities held by the Holder (subject to the
provisions of Section 4.3 hereto) with respect to which the Company
receives written requests for inclusion therein within twenty (20)
days after receipt of such notice by the Holder (a "PIGGYBACK
REGISTRATION").
4.2. In the case of any registration initiated by the Company, the
Company shall have the right to designate the managing underwriter
in any underwritten offering and any Holder participating in such
underwritten registration shall enter into an underwriting
agreement in customary form with the underwriter or underwriters
selected for such underwriting.
4.3. If a Piggyback Registration is an underwritten offering of the
Company's securities and the underwriter advises the Company in
writing that marketing factors require a limitation of the number
of Registrable Securities to be underwritten, the Company will
include its securities in such registration in the following order:
(a) if the Piggyback Registration is initiated by the Company:
(i) first, all Registrable Securities proposed to be
included by the Company.
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(ii) second, all other Registrable Securities on a pro
rata basis.
(b) if the Piggyback Registration is not initiated by the
Company:
(i) first, all Registrable Securities proposed to be
included by Holder; provided, that if all such
securities cannot be included, the Company shall
include Registrable Securities pro rata.
(ii) second, all other securities of the Company or any
other shareholders proposed to be included in such
offering.
5. Obligations of the Company. Whenever required hereunder to effect
the registration of any Registrable Securities, the Company shall,
as expeditiously as reasonably possible:
5.1. Prepare and file with the SEC a registration statement with respect
to such Registrable Securities and use its best efforts to cause
such registration statement to become effective in accordance with
the time periods indicated above, and, upon the request of the
Holder, registered thereunder, keep such registration statement
effective for a period of up to nine months or until the
distribution contemplated in the Registration Statement has been
completed;
5.2. Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration
statement;
5.3. Furnish to the Holder such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as
they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them;
5.4. Register and qualify the securities covered by such registration
statement under such other securities laws of such jurisdictions as
shall be reasonably requested by the Holder, as the case may be;
provided, that in no event shall the Company be required to qualify
to do business in any state or other jurisdiction or to take any
action which would subject it to general or unlimited service of
process in any jurisdiction where it is not now so subject;
5.5. In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual
and customary form, with terms generally satisfactory to the
managing underwriter of such offering. Each Holder or other
shareholders participating in such underwriting shall also enter
into and perform its obligations under such an agreement;
5.6. Notify the Holder at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening
of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
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required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing;
5.7. Cause all Registrable Securities registered pursuant hereto to be
listed on each securities exchange on which similar securities
issued by the Company are then listed;
5.8. Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereto and a CUSIP number for all
such Registrable Securities not later than the effective date of
such registration; and
5.9. Furnish, at the request of Holder requesting registration of
Registrable Securities pursuant to Section 2 hereof, on the date
that such Registrable Securities are delivered to the underwriters
for sale, 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, (i) 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 the Holder requesting registration of
Registrable Securities and (ii) a letter dated such date, from the
independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holder
requesting registration of Registrable Securities.
6. Expenses of Registration
6.1. The Company shall bear and pay the expenses incurred in connection
with any registration, filing or qualification of Registrable
Securities for the Holder, including (without limitation) all
registration, filing, and qualification fees, printers and
accounting fees and the reasonable fees and disbursements of one
counsel (plus local counsel, if appropriate) for the Holder,
excluding underwriting discounts and commissions relating to the
sale of Registrable Securities.
7. Furnishing of Information. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this
Agreement with respect to the securities of each Holder that such
Holder shall furnish to the Company such information as may be
required to be included in the registration statement under the
Securities Act regarding itself, the Registrable Securities held by
it and the intended method of disposition of such securities as
shall be required to effect the registration of such securities.
8. Indemnification and Contribution
8.1. The Company shall indemnify and hold harmless, to the fullest
extent permitted by law, each Holder, any underwriter for the
Holder, each person, if any, who controls the Holder or such
underwriter, and each of the Holder's partners, shareholders,
officers, directors, employees, legal counsel and accountants, from
and against any and all losses, claims, damages, liabilities, and
charges, joint or several ("CLAIMS"), to which any of them may be
subject under the Securities
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Act, the Exchange Act, the Israeli Securities Law, the Companies
Law, or any other statute (whether U.S. or Israeli) or at common
law, insofar as such Claims arise out of, are based upon, or are in
connection with (i) any untrue statement of any material fact
contained in any registration statement or prospectus, in each
case, as amended or supplemented, under which such securities were
sold, or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, or (iii) any other violation
by the Company of the Securities Act, the Exchange Act, the Israeli
Securities Law, the Companies Law or any state or foreign
jurisdiction securities laws in connection with each such
registration, and shall reimburse each such person entitled to
indemnification for any legal or other expenses reasonably incurred
by such person in connection with investigating or defending any
such Claim, as and when such expenses are incurred; provided,
however, that the Company shall not be liable to any such person in
any such case to the extent that any such claim arises out of or is
based upon any untrue statement or omission made in such
registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Company by
such person and/or any person acting on its behalf specifically for
use in such registration statement or prospectus and provided
further, that this indemnity shall not apply to amounts paid
pursuant to any settlement effected without the consent of the
party entitled to indemnification hereunder, which consent shall
not be unreasonably withheld.
8.2. Each Holder shall indemnify and hold harmless, to the fullest
extent permitted by law the Company, any underwriter for the
Company, and each person, if any, who controls the Company or such
underwriter and each of the Company's or underwriter's officers,
directors, employees, legal counsel and accountants, from and
against any and all Claims to which any of them may be subject
under the Securities Act, the Exchange Act, the Israeli Securities
Law, the Companies Law, or any other statute (whether U.S. or
Israeli) or at common law, insofar as such Claims arise out of, are
based upon, or are in connection with (i) any untrue statement made
by the Holder of any material fact contained in any registration
statement or prospectus, in each case, as amended or supplemented,
under which such securities were sold, or (ii) any omission or
alleged omission made by the Holder to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse the Company
or each such person entitled to indemnification for any legal or
other expenses reasonably incurred by the Company or such person in
connection with investigating or defending any such Claim, as and
when such expenses are incurred; provided, however, that the Holder
shall be liable to the Company or any such person in any such case
only to the extent that any such claim arises out of or is based
upon any untrue statement or omission made in such registration
statement or prospectus in reliance upon and in conformity with
written information furnished to the Company by the Holder and/or
any person acting on the Holder's behalf specifically for use in
such registration statement or prospectus and provided further,
that this indemnity shall not apply to amounts paid pursuant to any
settlement effected without the consent of the party entitled
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to indemnification hereunder, which consent shall not be
unreasonably withheld. The indemnification provided by the Holder
shall be limited to the amount of the net proceeds received by the
Holder from the sale of the securities registered in such
registration.
8.3. Promptly after receipt by any person entitled to indemnification
under Section 8.1 or Section 8.2, as the case may be, of notice of
the commencement of any action, proceeding, or investigation in
respect of which indemnity may be sought as provided above, such
party (the "INDEMNITEE") shall notify the party from whom
indemnification is claimed (the "INDEMNITOR"). The Indemnitor shall
promptly assume the defense of the Indemnitee with counsel
reasonably satisfactory to such Indemnitee, and the fees and
expenses of such counsel shall be at the sole cost and expense of
the Indemnitor. The Indemnitee will cooperate with the Indemnitor
in the defense of any action, proceeding, or investigation for
which the Indemnitor assumes the defense, provided, however, that
if the defendants in any action include both the Indemnitee and the
Indemnitor and there is a conflict of interests which would prevent
counsel for the Indemnitor from also representing the Indemnitee,
the Indemnitee shall have the right to select one separate counsel
to participate in the defense of such action on behalf of such
indemnified party or parties. The Indemnitor shall not be liable
for the settlement by the Indemnitee of any action, proceeding, or
investigation effected without its consent, which consent shall not
be unreasonably withheld. The Indemnitor shall not enter into any
settlement in any action, suit, or proceeding to which the
Indemnitee is a party, unless such settlement includes a general
release of the Indemnitee with no payment by the Indemnitee of
consideration and without an admission of liability.
8.4. The parties agree to notify promptly each other of the commencement
of any litigation or proceedings against the Company or any of its
officers or directors in connection with the sale of any
Registrable Securities held by the Holder, or any preliminary
prospectus or registration statement relating to any sale of any
Registrable Securities, or of any other litigation or proceedings
to which this Section 8 is applicable of which they became aware.
8.5. Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public
offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall prevail.
8.6. The obligations of the Company and the Holder under this Section 8
shall survive the completion of any offering of Registrable
Securities in a registration statement under this Agreement.
8.7. If for any reason the foregoing indemnity is unavailable, or is
insufficient to hold harmless an Indemnitee (except as specifically
provided therein), then the Indemnitor shall contribute to the
amount paid or payable by the Indemnitee as a result of such
losses, claims, damages, liabilities or expenses (a) in such
proportion as is appropriate to reflect the relative benefits
received by the
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Indemnitor on the one hand and the Indemnitee on the other from the
registration or (b) if the allocation provided by clause (a) above
is not permitted by applicable law, or provides a lesser sum to the
Indemnitee than the amount hereinafter calculated, in such
proportion as is appropriate to reflect the relative fault of the
Indemnitor and the Indemnitee as well as any other relevant
equitable considerations; provided that in no event shall any
contribution by the Holder hereunder exceed the net proceeds from
the offering received from the Holder. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
9. Reports Under the Exchange Act
With a view to making available to the Holder the benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of
the SEC that may at any time permit the Holder to sell securities of the
Company to the public without registration or pursuant to a registration
on Form F-3, the Company agrees to:
9.1. make and keep public information available, as those terms are
understood and defined in Rule 144, at all times;
9.2. take such action as is necessary to enable the Holder to utilize
Form F-3 for the sale of their Registrable Securities;
9.3. file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the
Exchange Act;
9.4. furnish to the Holder, so long as the Holder owns any Registrable
Securities, forthwith upon being so requested (i) a written
statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act,
or that it qualifies as a registrant whose securities may be resold
pursuant to Form F-3 (at any time after it so qualifies), (ii) a
copy of the most recent annual or, to the extent applicable,
quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information
as may be reasonably requested in availing the Holder of any rule
or regulation of the SEC which permits the selling of any
Registrable Securities without registration or pursuant to such
form; and
9.5. comply with all other necessary filings and other requirements so
as to enable the Holder and any transferee thereof to sell
Registrable Securities under Rule 144 under the Securities Act (or
any similar rule then in effect).
9.6. use its best efforts to maintain the listing of its Ordinary Shares
on the Nasdaq SmallCap Market ("Nasdaq"), and should its Ordinary
Shares be delisted from Nasdaq, to cause the reinstatement of the
Ordinary Shares to listing on Nasdaq, including through the pursuit
of the formal appeal process established by Nasdaq.
10. Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned
(but only with all related obligations) by each Holder to a transferee or
assignee of such securities, provided: (a) the Company is, within a
reasonable time after such transfer, furnished with
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written notice of the name and address of such transferee or assignee and
the securities with respect to which such registration rights are being
assigned; and (b) such transferee or assignee agrees in writing to be
bound by and subject to all the terms and conditions of this Agreement.
11. Additional Registration Rights. Following the first anniversary of the
Closing Date, the Company shall use reasonable efforts to negotiate
additional registration rights for the Holder if it is not then entitled
to sell its shares under Rule 144.
12. Expiration of Registration Rights. The registration rights contained
herein shall expire five (5) years after the Closing Date.
13. Miscellaneous.
13.1. Each of the parties hereto shall perform such further acts and
execute such further documents as may reasonably be necessary to
carry out and give full effect to the provisions of this Agreement
and the intentions of the parties as reflected thereby.
13.2. This Agreement shall be construed in accordance with, and governed
in all respects by, the internal laws of the State of New York
(without giving effect to principles of conflicts of laws). Each
party to this Agreement consents to the exclusive jurisdiction and
venue of the courts of the State of New York.
13.3. Except as otherwise expressly limited herein and subject to the
provisions of Section 10 above, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns,
heirs, executors, and administrators of the parties hereto.
13.4. This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subject matters
hereof and thereof. Any term of this Agreement may be amended and
the observance of any term hereof may be waived (either
prospectively or retroactively and either generally or in a
particular instance) only with the written consent of the holders
of the majority of the Registrable Shares and of the Company,
provided, that any amendment or waiver that affects the Holder
differently or adversely shall require the Holder's written
consent. For the avoidance of doubt, the Company may execute any
other registration rights agreement and such agreement, if and when
executed, shall not be deemed to be an amendment of this Agreement
or require the consent of the Holder.
13.5. All article and section headings are inserted for convenience only
and shall not modify or affect the construction or interpretation
of any provision of this Agreement.
13.6. All notices and other communications required or permitted
hereunder are to be given pursuant to the provisions of the
Agreement.
13.7. If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable under applicable law, then such
provision shall be excluded from this Agreement and the remainder
of this Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with
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its terms; provided, however, that in such event this Agreement
shall be interpreted so as to give effect, to the greatest extent
consistent with and permitted by applicable law, to the meaning and
intention of the excluded provision as determined by such court of
competent jurisdiction.
13.8. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and enforceable against the
parties actually executing such counterpart, and all of which
together shall constitute one and the same instrument.
13.9. In no event shall either the Company or the Shareholder be liable
to the other party for any consequential, indirect, special or
incidental costs, damages or loss (including, without limitation,
lost profits, loss of business), regardless of the nature, arising
out of or relating in any way to this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
VIRYANET LTD.
By: /s/ Xxxxxx XxXxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chairman of the Board
TELVENT INVESTMENTS, S.L.
By: /s/ Xxxxxxx Xxxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxxx Xxxxxx
Title: Joint Administrator
By: /s/ Xxxx Xxxxxxx del Barrio Xxxxx
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Name: Xxxx Xxxxxxx del Barrio Xxxxx
Title: Joint Administrator
