Exhibit 10.6
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is dated as of March 22,
2006, by and among Vyyo Inc., a Delaware corporation (the "Company"), and the
undersigned Investors (each, a "Investor", and collectively, the "Investors").
WHEREAS:
A. IN CONNECTION WITH THE SECURITIES PURCHASE AGREEMENT (THE "SECURITIES
PURCHASE AGREEMENT") BY AND AMONG THE PARTIES HERETO OF EVEN DATE HEREWITH, THE
COMPANY HAS AGREED, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN
THE SECURITIES PURCHASE AGREEMENT, TO ISSUE AND SELL TO THE INVESTORS:
(I) SHARES OF THE COMPANY'S COMMON STOCK ("COMMON STOCK"), PAR VALUE $0.0001 PER
SHARE, (II) CONVERTIBLE NOTES OF THE COMPANY (THE "CONVERTIBLE NOTES") WHICH
WILL, AMONG OTHER THINGS, BE CONVERTIBLE INTO SHARES OF COMMON STOCK (THE
"CONVERSION SHARES") IN ACCORDANCE WITH THE TERMS OF THE CONVERTIBLE NOTES,
(III) SENIOR SECURED NOTES, AND (IV) WARRANTS (THE "WARRANTS") WHICH WILL BE
EXERCISABLE TO PURCHASE ADDITIONAL SHARES OF COMMON STOCK (AS EXERCISED
COLLECTIVELY, THE "WARRANT SHARES").
B. TO INDUCE THE INVESTORS TO EXECUTE AND DELIVER THE SECURITIES PURCHASE
AGREEMENT, THE COMPANY HAS AGREED TO PROVIDE THE REGISTRATION RIGHTS UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, OR
ANY SIMILAR SUCCESSOR STATUTE (COLLECTIVELY, THE "SECURITIES ACT"), AND
APPLICABLE STATE SECURITIES LAWS SET FORTH IN THIS AGREEMENT.
NOW, THEREFORE, in consideration of the mutual promises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and each of the
Investors hereby agree as follows:
1. DEFINITIONS.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Securities Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:
(A) "BUSINESS DAY" MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR ANY OTHER DAY ON
WHICH COMMERCIAL BANKS IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED BY LAW
TO REMAIN CLOSED.
(B) "CLOSING DATE" SHALL HAVE THE MEANING SET FORTH IN THE SECURITIES PURCHASE
AGREEMENT.
(C) "EFFECTIVE DATE" MEANS THE DATE THE REGISTRATION STATEMENT (AS DEFINED
BELOW) HAS BEEN DECLARED EFFECTIVE BY THE SEC.
(D) "EFFECTIVENESS DEADLINE" MEANS THE DATE WHICH IS ONE (1) YEAR AFTER THE
AFTER THE CLOSING DATE.
(E) "INVESTOR" MEANS AN INVESTOR OR ANY TRANSFEREE OR ASSIGNEE THEREOF TO WHOM
AN INVESTOR ASSIGNS ITS RIGHTS UNDER THIS AGREEMENT AND WHO AGREES TO BECOME
BOUND BY THE PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 9 AND ANY
TRANSFEREE OR ASSIGNEE THEREOF TO WHOM A TRANSFEREE OR ASSIGNEE ASSIGNS ITS
RIGHTS UNDER THIS AGREEMENT AND WHO AGREES TO BECOME BOUND BY THE PROVISIONS OF
THIS AGREEMENT IN ACCORDANCE WITH SECTION 9.
(F) "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.
(G) "REGISTER," "REGISTERED," AND "REGISTRATION" REFER TO A REGISTRATION
EFFECTED BY PREPARING AND FILING ONE OR MORE REGISTRATION STATEMENTS IN
COMPLIANCE