FACSIMILE TRANSMISSION OF A
COPY OF THIS AGREEMENT BEARING THE SIGNATURE OF THE PARTY SO DELIVERING THIS
AGREEMENT.
18
(I)
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.
(J)
ALL CONSENTS AND OTHER DETERMINATIONS
REQUIRED TO BE MADE BY THE INVESTORS PURSUANT TO THIS AGREEMENT SHALL BE MADE,
UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, BY THE REQUIRED HOLDERS.
(K)
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.
(L)
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.
(M)
THE OBLIGATIONS OF EACH INVESTOR HEREUNDER ARE
SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER INVESTOR, AND NO
PROVISION OF THIS AGREEMENT IS INTENDED TO CONFER ANY OBLIGATIONS ON ANY
INVESTOR VIS-À-VIS ANY OTHER INVESTOR.
NOTHING CONTAINED HEREIN, AND NO ACTION
TAKEN BY ANY INVESTOR PURSUANT HERETO, SHALL BE DEEMED TO CONSTITUTE THE
INVESTORS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF
ENTITY, OR CREATE A PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN
CONCERT OR AS A GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS
CONTEMPLATED HEREIN.
19
IN WITNESS WHEREOF, each Investor and the Company have caused their respective
signature page to this Amended and Restated Registration Rights Agreement to be
duly executed as of the date first written above.
COMPANY:
VYYO INC.
By:
/s/ Wayne H. Davis
Name:
Wayne H. Davis
Title:
Chief Executive Officer
INVESTORS:
GOLDMAN SACHS INVESTMENT
PARTNERS MASTER FUND, L.P.
By:
Goldman Sachs Investment Partners GP, LLC,
its General Partner
By:
/s/ Nick Advani
Name:
Nick Advani
Title:
Managing Director
SYNTEK CAPITAL AG
By:
/s Franco Franca
Name: Franco Franca
Title: CEO
By:
/s/ Paolo Giacometti
Name: Paolo Giacometti
Title: CFO
SCHEDULE OF INVESTORS
Names and Addresses:
Goldman Sachs Investment Partners Master Fund, L.P.
Attn: Nick Advani
One New York Plaza
New York, New York 10004
Facsimile: 212-346-3124
Telephone: 212-902-4934
with a copy to:
Goldman Sachs Investment Partners Master Fund, L.P.
Attn: Rashid Alvi
One New York Plaza
New York, NY 10004
Facsimile:
Telephone:
and
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attention: Stuart Bressman, Esq.
Facsimile: (212) 969-3000
Telephone: (212) 969-2900
Syntek Capital AG
Syntek Capital AG
Zugspitzstrasse 15
82049 Pullach - Germany
Telephone: +498955277201
Facsimile: +498955277405
Attention: Paolo Giacometti
Email: 
with a copy to:
Jeff Neurman
Syntek Capital
939 Union Street, #6A
Brooklyn, NY 11215
Email: