{"id":43871,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-given-imaging-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-given-imaging-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-given-imaging-ltd.html","title":{"rendered":"Registration Rights Agreement – Given Imaging Ltd."},"content":{"rendered":"

REGISTRATION RIGHTS AGREEMENT<\/strong><\/p>\n<\/p>\n

REGISTRATION RIGHTS AGREEMENT made as of July 18, 2007 by and among Given
\nImaging Ltd., an Israeli corporation (the “Company“),
\nand the holders of Ordinary Shares in the C<\/a>ompany
\nwhose signature is affixed hereto (the “Shareholders”).<\/a><\/p>\n

WHEREAS the Company and the Shareholders previously entered into an Investors
\nRights Agreement whereby the Shareholders were provided, inter alia, with
\ncertain registration rights which expired on October 10, 2006 (“Original
\nAgreement”);<\/p>\n<\/p>\n

WHEREAS, the Shareholders wish to enter into a new Registration Rights
\nAgreement with the Company providing the Shareholders with registration rights
\nwith substantially similar terms to those provided in the Original Agreement;
\nand<\/p>\n<\/p>\n

WHEREAS, the Audit Committee and the Board of Directors of the Company have
\ndetermined that it is in the best interests of the Company that the Company
\nenter into this Agreement.<\/p>\n<\/p>\n

NOW, THEREFORE, subject to Section 5 below, in consideration of the covenants
\nand agreements set forth herein and for other good and valuable consideration,
\nthe receipt and sufficiency of which are hereby mutually acknowledged, the
\nparties hereto covenant and agree as follows:<\/p>\n

1. GENERAL PROVISIONS<\/strong><\/p>\n<\/p>\n

1.1 Shares Subject to this Agreement. <\/strong>The Parties hereto
\nexpressly agree that the terms and restrictions of this Agreement shall apply to
\nall shares of the Company’s share capital which any of them now owns or
\nhereafter acquires by any means, including without limitation by purchase,
\nassignment or operation of law, or as a result of any share dividend, share
\nsplit, reorganization, reclassification, whether voluntary or involuntary, or
\nother similar transaction, whether by sale, merger, consolidation or other
\nsimilar transaction, or by purchase, assignment or operation of law (the
\n“Shares“).<\/a><\/p>\n<\/p>\n

1.2 Certain Definitions. <\/strong>As used in this Agreement, the
\nfollowing terms shall have the following respective meanings:<\/p>\n<\/p>\n

“Affiliate<\/u>” has the meaning ascribed to that term in Rule 12b-2 under
\nthe Exchange Act, or any successor rule.<\/p>\n<\/p>\n

“Articles<\/u>” shall mean the Articles of Association of the Company as
\nmay hereafter be amended in accordance with their terms from time to time.<\/p>\n<\/p>\n

“Commission<\/u>” shall mean the Securities and Exchange Commission and any
\nsuccessor agency of the Federal government administering the Securities Act and
\nthe Exchange Act.<\/p>\n<\/p>\n

\n<\/p>\n

“Exchange Act<\/u>” shall mean the Securities Exchange Act of 1934, as
\namended, and any successor Federal statute, and the rules and regulations of the
\nCommission thereunder, all as the same shall be in effect from time to time.\n<\/p>\n<\/p>\n

“Ordinary Shares<\/u>” shall mean (i) the
\nordinary shares, NIS 0.05 par value per share, of the Company,
\n<\/a>(ii) any other capital shares of the Company,
\nhowever designated, authorized on or after the date hereof, which shall neither
\nbe limited to a f<\/a>ixed sum or percentage of par
\nvalue in respect of the rights of the holders thereof to participate in
\ndividends nor entitled to a preference prior or equal to any class of preferred
\nshares of the Company in the distribution of assets upon the voluntary or
\ninvoluntary liquidation, dissolution or winding up of the Company; and
\n<\/a>(iii) any other securities of the Company into
\nwhich or for which any of the securities described in (i) or (ii) may be
\nconverted or exchanged pursuant to any recapitalization, reorganization, merger,
\nconsolidation, sale of assets or other similar event. <\/a><\/p>\n<\/p>\n

“Permitted Transferee<\/u>” shall mean with respect to any Shareholder, any
\nPerson that controls, is controlled by or is under common control with such
\nShareholder.<\/p>\n<\/p>\n

“Person<\/u>” means an individual, corporation, partnership, limited
\nliability company, joint venture, trust or unincorporated organization, or a
\ngovernment or any agency or political subdivision thereof.<\/p>\n<\/p>\n

The terms “register<\/u>“, “registered<\/u>”
\nand “registration<\/u>” shall refer to a registration effected by preparing
\nand filing a registration statement in compliance with the Securities Act and
\napplicable rules and regulations thereunder, and the declaration or ordering of
\nthe effectiveness of such registration statement, or, as the context may
\nrequire, under the Exchange Act or applicable state securities laws.<\/a><\/p>\n

“Registrable Securities<\/u>” shall mean (i) Ordinary Shares held by the
\nShareholders from time to time and (ii) other Ordinary Shares or other
\nsecurities of the Company, in each case, issued or issuable to the Shareholders
\nor their Permitted Transferees with respect to such Ordinary Shares in
\nconnection with any share split, share dividend, recapitalization,
\nreorganization, merger, consolidation, sale of assets or similar event,
\nexcluding in any event securities which have been (a) registered under the
\nSecurities Act pursuant to an effective registration statement filed thereunder
\nand disposed of in accordance with the registration statement covering them,
\n(b) publicly sold pursuant to Rule 144 under the
\nSecurities Act, or (c) sold by a person in a transaction in which the holder153s
\nregistration rights have not been assigned in accordance with Section 3.14
\nhereof. <\/a><\/p>\n<\/p>\n

“Registration Expenses<\/u>” shall mean the expenses so described in
\nSection 3.8.<\/p>\n<\/p>\n

“Securities Act<\/u>” shall mean the Securities Act of 1933, as amended,
\nand any successor Federal statute, and the rules and regulations of the
\nCommission thereunder, all as the same shall be in effect from time to time.\n<\/p>\n<\/p>\n

2<\/p>\n

\n<\/p>\n

“Selling Expenses<\/u>” shall mean the expenses so described in Section
\n3.8.<\/p>\n<\/p>\n

“Subsidiary<\/a><\/u>” or “Subsidiaries<\/u>”
\nshall mean any corporation, partnership, trust or other entity of which the
\nCompany and\/or any of its other Subsidiaries directly or indirectly owns at the
\ntime a majority of the outstanding shares of any class of equity security of
\nsuch corporation, partnership, trust or other entity.<\/p>\n<\/p>\n

2.<\/strong> Reserved<\/strong><\/p>\n

3.<\/strong> TRANSFER OF
\n<\/a>REGISTRABLE SECURITIES; REGISTRATION<\/a><\/strong>\n<\/p>\n<\/p>\n

3.1<\/strong> Restrictive Legend. <\/strong>Each certificate
\nrepresenting Registrable Securities (“Restricted
\nSecurities”) shall, except as otherwise provided in this Section 3.1 or in
\nSection 3.2, be stamped or otherwise imprinted with a legend substantially in
\nthe following form (in addition to any legend required under applicable state
\nsecurities laws):<\/a><\/p>\n<\/p>\n

“The securities represented by this certificate
\nhave not been registered under the Securities Act of 1933 or any other
\nsecurities laws. These securities have been acquired for investment and not with
\na view to distribution or resale. Such securities may not be offered for sale,
\nsold, delivered after sale or transferred in the absence of an effective
\nregistration statement covering such securities under the Securities Act of 1933
\nand any other applicable securities laws, unless the holder shall have obtained
\nan opinion of counsel reasonably satisfactory to the corporation that such
\nregistration is not required.”<\/a><\/p>\n<\/p>\n

Upon request of a holder of such a certificate, the Company shall remove the
\nforegoing legend from the certificate if (i) there is an effective registration
\nstatement covering the securities represented by such certificate, or (ii) with
\nsuch request, the Company shall have received either the opinion referred to in
\nSection 3.2(a)(i) or the “no-action” letter referred to in Section 3.2(a)(ii),
\nor (iii) pursuant to any other express provision hereof such legend is no longer
\nrequired.<\/p>\n<\/p>\n

3.2<\/strong> Notice of Proposed Transfer.<\/strong><\/p>\n<\/p>\n

(a) Prior to any proposed sale or other transfer of any
\nRestricted Securities (other than under the
\ncircumstances described in Section 3.4 or 3.5), the holder thereof shall give
\nwritten notice to the Company of its intention to effect such sale or other
\ntransfer. Each such notice shall describe the manner of the proposed sale, or
\nother transfer and, if requested by the Company shall be accompanied by either
\n<\/a>(i) an opinion of counsel reasonably satisfactory
\nto the Company to the effect that the proposed sale or other transfer may be
\neffected without registration under the Securities Act or
\n<\/a>(ii) a “no action” letter from the Commission to
\nthe effect that the distribution of such securities without registration will
\nnot result in a recommendation by the staff of the Commission that action be
\ntaken with respect thereto, whereupon the holder of such share shall be entitled
\nto transfer such share in accordance with the terms of its notice. Each
\ncertif<\/a>icate for Restricted Securities transferred
\nas above provided shall bear the appropriate restrictive legend set forth in
\nSection 3.1, except that such certif<\/a>icate shall
\nnot bear such legend if (i) such transfer is in accordance with the provisions
\nof Rule 144 (or any other rule permitting public sale without registration under
\nthe Securities Act), or (ii) the opinion of counsel or “no-action” letter
\nreferred to above is to the further effect that the transferee and any
\nsubsequent transferee (other than an Affiliate of the Company) would be entitled
\nto transfer such securities in a public sale without registration under the
\nSecurities Act or that such legend is not required to establish compliance with
\nany provisions of the Securities Act. Notwithstanding any other provision
\nhereof, the restrictions provided for in this Section 3.2 shall not apply to
\nsecurities which are not required to bear the legend prescribed by Section 3.1
\nin accordance with the provisions of that Section. The Company will not
\nunreasonably refuse to accept an opinion of counsel required hereby signed by
\ncounsel for a Shareholder. <\/a><\/p>\n

3<\/p>\n

\n

(b) No such opinion of counsel or “no action” letter from the Commission, as
\nset forth in Section 3.2(a) above, shall be required in the event of a sale or
\nother transfer of any Registrable Securities to (i)
\nany Affiliate of a Shareholder, including, without limitation, any venture
\ncapital limited partnership now existing or hereafter formed which controls, is
\ncontrolled by or is under common control with such Shareholder; (ii) one or more
\npartners or members of the transferor (in the case of a transferor that is a
\npartnership, limited liability company or fund), to a shareholder (in the case
\nof a transferor that is a corporation) or to a trust grantor (in the case of a
\ntransferor that is a trust) in each case in respect of the beneficial interest
\nof such partner, shareholder or trust<\/a>; or (iii)
\nany successors or assigns of any of the foregoing persons, provided<\/u> that
\nthe transferee agrees in writing to be subject to this Agreement to the same
\nextent as if such transferee were originally a signatory. <\/a><\/p>\n<\/p>\n

3.3<\/strong> Reserved <\/strong><\/p>\n<\/p>\n

3.4<\/strong> Required Registration <\/strong><\/p>\n<\/p>\n

(a) One or more of the Shareholders holding Registrable Securities
\nconstituting at least 5% of the total number of Ordinary Shares then outstanding
\nmay request the Company to register for sale under the Securities Act all or any
\nportion of the Ordinary Shares held by such requesting holder or holders for
\nsale in the manner specified in such notice; provided<\/u>, however<\/u>,
\nthat the proposed aggregate offering price of the Ordinary Shares held by such
\nholder or holders must be at least US$15,000,000.<\/p>\n<\/p>\n

(b) Following receipt of any notice under this Section 3.4, the Company shall
\npromptly notify all holders of Registrable Securities from whom notice has not
\nbeen received and such holders shall then be entitled within thirty (30) days
\nafter receipt of such notice from the Company to request the Company to include
\nin the requested registration all or any portion of their Ordinary Shares. The
\nCompany shall use its best efforts to register under the Securities Act, for
\npublic sale in accordance with the method of disposition specified in the notice
\nfrom requesting holders described in paragraph (a) above, within 180 days of its
\nreceipt of such notice, the number of shares of Registrable Securities specified
\nin such notice (and in all notices received by the Company from other holders
\nwithin thirty (30) days after the receipt of such notice by such holders). The
\nCompany shall be obligated to register the Ordinary Shares pursuant to this
\nSection 3.4 on two (2) occasions only, provided<\/u>, however<\/u>, that
\nsuch obligation shall be deemed satisfied only when a registration statement
\ncovering all of the Ordinary Shares specified in notices received as aforesaid
\n(except to the extent reduced by the managing underwriter pursuant to Section
\n3.4(d)) shall have become effective and, if such method of disposition is a firm
\ncommitment underwritten public offering, all such shares shall have been sold
\npursuant thereto; provided<\/u>, further<\/u>, that, upon effectiveness of
\nthe registration statement satisfying the second registration obligation set
\nforth in this Section 3.4, the Company shall have no further obligation to
\nregister any Ordinary Shares not otherwise included in the notices described
\nabove. Notwithstanding anything to the contrary contained herein, no request may
\nbe made under this Section 3.4 during the period commencing 60 days prior to the
\nCompany153s good faith estimate of the effectiveness of a registration statement
\nfiled by the Company covering a firm commitment underwritten public offering
\n(other than pursuant to this Section 3.4) and prior to the later to occur of the
\ncompletion of the period of distribution for such offering or 120 days after the
\neffective date of such registration statement.<\/p>\n

4<\/p>\n

\n<\/p>\n

(c) If the holders requesting such registration intend to distribute the
\nRegistrable Securities covered by their request by means of an underwriting,
\nthey shall so advise the Company as a part of their request made pursuant to
\nthis Section 3.4 and the Company shall include such information in the written
\nnotice referred to in paragraph (b) above. The right of any holder to
\nregistration pursuant to this Section 3.4 shall be conditioned upon such
\nholder’s agreeing to participate in such underwriting and to permit inclusion of
\nsuch holder’s Ordinary Shares in the underwriting. If such method of disposition
\nis an underwritten public offering, the Company may designate the managing
\nunderwriter(s) of such offering, which managing underwriter(s) shall be
\nreasonably acceptable to the holders of at least a majority in interest of the
\nshares of Registrable Securities to be sold in such offering. A holder may elect
\nto include in such underwriting all or a part of the Registrable Securities it
\nholds.<\/p>\n<\/p>\n

(d) A registration statement filed pursuant to this Section 3.4 may, subject
\nto the following provisions, include (i) Ordinary Shares for sale by the Company
\nfor its own account, (ii) Ordinary Shares held by officers or directors of the
\nCompany and (iii) Ordinary Shares held by other holders of Registrable
\nSecurities to be included in the securities to be covered by such registration
\nstatement in accordance with Section 3.5 and Ordinary Shares held by other
\nholders of Ordinary Shares who may from time to time have the right to seek to
\ninclude such Ordinary Shares in such registration statement (the holders
\nreferred to in this clause (iii), collectively, “Other Shareholders”), in each
\ncase for sale in accordance with the method of disposition specified by the
\nrequesting holders. If such registration shall be underwritten, the Company,
\nsuch officers and directors and Other Shareholders proposing to distribute their
\nshares through such underwriting shall enter into an underwriting agreement in
\ncustomary form (including representations, warranties and indemnification
\nprovisions customary for a transaction of this kind) with the representative of
\nthe underwriter or underwriters selected for such underwriting on terms no less
\nfavorable to such officers, directors or Other Shareholders than the terms
\nafforded the holders of Registrable Securities. If and to the extent that the
\nmanaging underwriter determines that marketing factors require a limitation on
\nthe number of shares to be included in such registration, then the Ordinary
\nShares held by officers or directors (other than Registrable Securities) of the
\nCompany or by Other Shareholders (other than Registrable Securities) and
\nOrdinary Shares to be sold by the Company for its own account shall be excluded
\nfrom such registration to the extent so required by such managing underwriter,
\nand unless the holders of such shares and the Company have otherwise agreed in
\nwriting, such exclusion shall be applied first to the Ordinary Shares of the
\nCompany to be included for its own account to the extent required by the
\nmanaging underwriter, and then to the shares held by the directors and officers
\nand the Other Shareholders to the extent required by the managing underwriter,
\nratable among them on the basis of the respective number of shares held by each
\nof them. If the managing underwriter determines that marketing factors require a
\nlimitation of the number of Registrable Securities to be registered under this
\nSection 3.4, then Registrable Securities shall be excluded in such manner that
\nthe securities to be sold shall be allocated among the selling holders pro rata
\nbased on their ownership of Registrable Securities. In any event all securities
\nto be sold other than Registrable Securities will be excluded prior to any
\nexclusion of Registrable Securities. No Registrable Securities or any other
\nsecurity excluded from the underwriting by reason of the underwriter’s marketing
\nlimitation shall be included in such registration. If any holder of Registrable
\nSecurities, officer, director or Other Shareholder who has requested inclusion
\nin such registration as provided above, disapproves of the terms of the
\nunderwriting, such holder of securities may elect to withdraw therefrom by
\nwritten notice to the Company and the managing underwriter. The securities so
\nwithdrawn shall also be withdrawn from registration. Except for registration
\nstatements on Form S-4, S-8 or any comparable form or successor thereto, the
\nCompany will not file with the Commission any other registration statement with
\nrespect to its Ordinary Shares, whether for its own account or that of other
\nshareholders, from the date of receipt of a notice from requesting holders
\npursuant to this Section 3.3 until the completion of the period of distribution
\nof the registration contemplated thereby or 120 days after the effective date of
\nsuch registration, whichever is earlier, if in the good faith judgment of the
\nmanaging underwriter marketing factors would materially adversely affect the
\nprice of the Registrable Securities subject to such underwritten registration.\n<\/p>\n

5<\/p>\n

\n

3.5 Incidental Registration. <\/strong>If the Company at any time
\nproposes to register any of its securities under the Securities Act for sale to
\nthe public, whether for its own account or for the account of other security
\nholders or both (except with respect to registration statements on Forms
\nS-4, S-8 or any successor to such forms or another
\nform not available for registering the Registrable Securities for sale to the
\npublic), each such time it will promptly give written notice to all holders of
\nthe Registrable Securities of its intention so to do. Upon the written request
\nof any such holder, received by the Company within thirty (30) days after the
\ngiving of any such notice by the Company, to register any or all of its
\nRegistrable Securities, the Company will use its reasonable best efforts to
\ncause the Registrable Securities as to which registration shall have been so
\nrequested to be included in the securities to be covered by the registration
\nstatement proposed to be filed by the Company, all to the extent requisite to
\npermit the sale or other disposition by the holder (in accordance with its
\nwritten request) of such Registrable Securities so registered. If the
\nregistration of which the Company gives notice is for a registered public
\noffering involving an underwriting, the Company shall so advise the holders of
\nRegistrable Securities as a part of the written notice given pursuant to this
\nSection 3.5. In such event the right of any holder of Registrable Securities to
\nregistration pursuant to this Section 3.5 shall be conditioned upon such
\nholder’s participation in such underwriting to the extent provided herein. All
\nholders of Registrable Securities proposing to distribute their securities
\nthrough such underwriting shall (together with the Company and the other
\nshareholders distributing their securities through such underwriting) enter into
\nan underwriting agreement in customary form with the underwriter or underwriters
\nselected for underwriting by the Company. Notwithstanding any other provision of
\nthis Section 3.5, if the underwriter determines that marketing factors require a
\nlimitation on the number of shares to be underwritten, the Company shall so
\nadvise all holders of securities requesting registration of any limitations on
\nthe number of shares to be underwritten, and the number of shares of securities
\nthat are entitled to be included in the registration and underwriting shall be
\nallocated <\/a>(i) first to the party initiating such
\nregistration procedure (whether the Company for selling Ordinary Shares for its
\nown account or any holder of Registrable Securities initiating such
\nregistration); <\/a>and (ii) then, to Other
\nShareholders requesting registration pursuant to this Section 3.5 or other
\nsimilar piggy-back registration rights and to the Company with respect to
\nOrdinary Shares being sold for its own account (unless allocated first under
\nclause (i) above), in proportion, as nearly as practicable, to the respective
\namounts of securities requested by them to be included in such registration.
\nNotwithstanding the foregoing provisions, the Company may withdraw any
\nregistration statement referred to in this Section 3.5 without thereby incurring
\nany liability to the holders of Registrable Securities. If any holder of
\nRegistrable Securities disapproves of the terms of any such underwriting, it may
\nelect to withdraw therefrom by written notice to the Company and the
\nunderwriter. Any Registrable Securities or other securities excluded or
\nwithdrawn from such underwriting shall be withdrawn from such registration.<\/a>\n<\/p>\n

6<\/p>\n

\n

3.6<\/strong> Registration on Form F-3.<\/strong><\/p>\n<\/p>\n

(a) In addition to the rights provided in Section 3.4, provided that at least
\nnine (9) months have elapsed since the most recent registration in which the
\nshareholder seeking to make a request under this Section 3.6 was entitled to
\nrequest that any of its Registrable Securities be included therein, if at any
\ntime (i) any holder or holders of the Registrable Securities request that the
\nCompany file a registration statement on Form F-3 or any comparable or successor
\nform thereto for a public offering of all or any portion of the shares of
\nRegistrable Securities held by such requesting holder or holders, the reasonably
\nanticipated aggregate price to the public of which would exceed US$15,000,000
\n(in case of an underwritten offering) or $5,000,000 (in case of a
\nnon-underwritten offering), and (ii) the Company is a registrant entitled to use
\nForm F-3 or any comparable or successor form thereto to register such shares,
\nthen the Company shall use its best efforts to register under the Securities Act
\non Form F-3 or any comparable or successor form thereto, for public sale in
\naccordance with the method of disposition specified in
\nsuch notice, the number of Registrable Securities specified in such notice.
\nWhenever the Company is required by this Section 3.6 to use its best efforts to
\neffect the registration of Registrable Securities, each of the procedures and
\nrequirements of Section 3.4 (with all holders of Registrable Securities being
\ntreated equally), including but not limited to the requirement that the Company
\nnotify all holders of Registrable Securities from whom notice has not been
\nreceived and provide them with the opportunity to participate in the offering,
\nshall apply to such registration,
\nprovided<\/u><\/a>, however<\/u>, that except as
\nprovided above, there shall be no limitation on the number of registrations on
\nForm F-3 which may be requested and obtained under this Section 3.6.<\/a><\/p>\n

(b) The Company shall use its best efforts to qualify for registration on
\nForm F-3 or any comparable or successor form or forms; and to that end the
\nCompany shall register (whether or not required by law to do so) the Ordinary
\nShares under the Exchange Act in accordance with the provisions of that Act
\nfollowing the effective date of the first registration of any securities of the
\nCompany on Form F-1 or any comparable or successor form.<\/p>\n

7<\/p>\n

\n

3.7<\/strong> Registration Procedures. <\/strong>If and
\nwhenever the Company is required by the provisions of Sections 3.4, 3.5 or 3.6
\nto use its best efforts to effect the registration of any
\nRegistrable Securities under the Securities Act, the
\nCompany will, as <\/a>expeditiously as possible:<\/a>\n<\/p>\n<\/p>\n

(a) prepare and file with the Commission a registration statement (which, in
\nthe case of an underwritten public offering pursuant to Section 3.4, shall be on
\nForm F-1 or other form of general applicability satisfactory to the managing
\nunderwriter selected as therein provided) with respect to such securities
\nincluding executing an undertaking to file post-effective amendments and use its
\nbest efforts to cause such registration statement to become and remain effective
\nfor the period of the distribution contemplated thereby (determined as provided
\nbelow);<\/p>\n

(b) prepare and file with the Commission such amendments and supplements to
\nsuch registration statement and the prospectus used in connection therewith as
\nmay be necessary to keep such registration statement effective for the period
\nspecified herein and comply with the provisions of the Securities Act with
\nrespect to the disposition of all Registrable Securities covered by such
\nregistration statement in accordance with the sellers’ intended method of
\ndisposition set forth in such registration statement for such period;<\/p>\n

(c) furnish to each seller of Registrable Securities and to each underwriter
\nsuch number of copies of the registration statement and each such amendment and
\nsupplement thereto (in each case including all exhibits) and the prospectus
\nincluded therein (including each preliminary prospectus) as such persons
\nreasonably may request in order to facilitate the public sale or other
\ndisposition of the Registrable Securities covered by such registration
\nstatement;<\/p>\n

(d) use its best efforts to register or qualify the Registrable Securities
\ncovered by such registration statement under the securities or “blue sky” laws
\nof such jurisdictions as the sellers of Registrable Securities or, in the case
\nof an underwritten public offering, the managing underwriter reasonably shall
\nrequest, provided<\/u>, however<\/u>, that the Company shall not for any
\nsuch purpose be required to qualify generally to transact business as a foreign
\ncorporation in any jurisdiction where it is not so qualified or to consent to
\ngeneral service of process in any such jurisdiction, unless the Company is
\nalready subject to service in such jurisdiction;<\/p>\n

(e) use its best efforts to list the Registrable Securities covered by such
\nregistration statement with any securities exchange on which the Ordinary Shares
\nof the Company are then listed;<\/p>\n<\/p>\n

(f) <\/a>comply with all applicable rules and
\nregulations under the Securities Act and Exchange Act relating to such
\nregistration;<\/p>\n

(g) immediately notify each seller of Registrable Securities and each
\nunderwriter under such registration statement, at any time when a prospectus
\nrelating thereto is required to be delivered under the Securities Act, of the
\nhappening of any event of which the Company has knowledge as a result of which
\nthe prospectus contained in such registration statement, as then in effect,
\nincludes an untrue statement of a material fact or omits to state a material
\nfact required to be stated therein or necessary to make the statements therein
\nnot misleading in light of the circumstances then existing, and promptly prepare
\nand furnish to such seller a reasonable number of copies of a prospectus
\nsupplemented or amended so that, as thereafter delivered to the purchasers of
\nsuch Registrable Securities, such prospectus shall not
\ninclude an untrue statement of a material fact or omit to state a material fact
\nrequired to be stated therein or necessary to make the statements therein not
\nmisleading in light of the circumstances then existing;<\/a><\/p>\n

8<\/p>\n

\n

(h) if the offering is underwritten and at the request of any seller of
\nRegistrable Securities, use its best efforts to furnish on the date that
\nRegistrable Securities are delivered to the underwriters for sale pursuant to
\nsuch registration: (i) an opinion dated such date of
\ncounsel representing the Company for the purposes of such registration,
\naddressed to the underwriters to such effects as reasonably may be requested by
\ncounsel for the underwriters, and <\/a>(ii) a letter
\ndated such date from the independent public accountants retained by the Company,
\naddressed to the underwriters stating that they are independent public
\naccountants within the meaning of the Securities Act and that, in the opinion of
\nsuch accountants, the f<\/a>inancial statements of the
\nCompany included in the registration statement or the prospectus, or any
\namendment or supplement thereof, comply as to form in all material respects with
\nthe applicable accounting requirements of the Securities Act, and such letter
\nshall additionally cover such other financial matters (including information as
\nto the period ending no more than five (5) business days prior to the date of
\nsuch letter) with respect to such registration as such underwriters reasonably
\nmay request;<\/a><\/p>\n<\/p>\n

(i) make available for inspection by each seller of Registrable Securities,
\nany underwriter participating in any distribution pursuant to such registration
\nstatement, and any attorney, accountant or other agent retained by such seller
\nor underwriter, all at the cost and expense of such sellers or underwriters, as
\nthe case may be, reasonable access to all financial and other records, pertinent
\ncorporate documents and properties of the Company, as such parties may
\nreasonably request, and cause the Company’s officers, directors and employees to
\nsupply all information reasonably requested by any such seller, underwriter,
\nattorney, accountant or agent in connection with such
\nregistration statement, all subject to the recipients’ signing non-disclosure
\nundertakings in form designated by the Company;<\/a><\/p>\n

(j) cooperate with the selling holders of Registrable Securities and the
\nmanaging underwriter, if any, to facilitate the timely preparation and delivery
\nof certificates representing Registrable Securities to be sold, such
\ncertificates to be in such denominations and
\nregistered in such names as such holders or the managing underwriter may request
\nat least two business days prior to any sale of Registrable Securities;<\/a><\/p>\n<\/p>\n

(k) <\/a>permit any holder of Registrable Securities
\nwhich holder, in the sole and exclusive judgment, exercised in good faith, of
\nsuch holder, would be deemed to be a controlling person of the Company, to
\nparticipate in good faith in the preparation of such registration statement and
\nto require the insertion therein of material, furnished to the Company in
\nwriting, which in the reasonable judgment of such holder and its counsel,
\nreasonably concurred in by the Company153s counsel, should be included; and<\/p>\n<\/p>\n

(l) in the event of any underwritten public offering, enter into and perform
\nits obligations under an underwriting agreement reasonably acceptable to the
\nCompany, in usual and customary form, with the managing underwriter of such
\noffering.<\/p>\n

9<\/p>\n

\n

For purposes of this Agreement, the period of distribution
\nof Registrable Securities in a firm commitment
\nunderwritten public offering shall be deemed to extend until each underwriter
\nhas completed the distribution of all securities purchased by it, and the period
\nof distribution of Registrable Securities in any other registration shall be
\ndeemed to extend until the earlier of the sale of all
\n<\/a>Registrable Securities covered thereby or 180 days
\nafter the effective date thereof, provided<\/u>,
\nhowever<\/u><\/a>, in the case of any registration of
\nRegistrable Securities on Form F-3 or a comparable or successor form which are
\nintended to be offered on a continuous or delayed basis, such 180 day-period
\nshall be extended, if necessary, to keep the registration statement effective
\nuntil all such Registrable Securities are sold (but in no event longer than nine
\nmonths after the effective date of such registration statement), provided that
\nRule 415, or any successor rule under the Securities Act, permits an offering on
\na continuous or delayed basis, and provided<\/u>, further<\/u>, that
\napplicable rules under the Securities Act governing the obligation to file a
\npost effective amendment, permit, in lieu of filing a post-effective amendment
\nwhich <\/a>(y) includes any prospectus required by
\nSection 10(a)(3) of the Securities Act or <\/a>(z)
\nreflects facts or events representing a material or fundamental change in or
\nomission from the information set forth in the registration statement, the
\nincorporation by reference of information required to be included in (y) and (z)
\nabove contained in periodic reports filed pursuant to Section 13 or 15(d) of the
\nExchange Act in the registration statement.<\/a><\/p>\n<\/p>\n

In connection with each registration hereunder, the
\nsellers of Registrable Securities will furnish to the Company in writing such
\ninformation requested by the Company with respect to themselves and the proposed
\ndistribution by them as shall be reasonably necessary in order to assure
\ncompliance with Federal and applicable state securities laws.<\/a><\/p>\n<\/p>\n

3.8<\/strong> Expenses.<\/strong><\/p>\n<\/p>\n

(a) All expenses incurred by the Company in complying with Sections 3.4, 3.5
\nand 3.6, including, without limitation, all registration and filing fees,
\nprinting expenses, fees and disbursements of counsel and independent public
\naccountants for the Company, fees and expenses (including counsel fees) incurred
\nin connection with complying with state securities or “blue sky” laws, fees of
\nthe National Association of Securities Dealers, Inc., transfer taxes, fees of
\ntransfer agents and registrars, costs of any insurance which might be obtained
\nby the Company with respect to the offering by the Company, and fees and
\ndisbursements of one counsel selected by the holders of at least two-thirds
\n(2\/3) of the Registrable Securities being sold, but excluding any Selling
\nExpenses, are called “Registration Expenses”. All underwriting discounts and
\nselling commissions applicable to the sale of Registrable Securities are called
\n“Selling Expenses”.<\/p>\n

(b) The Company will pay all Registration Expenses in connection with each
\nregistration statement under Sections 3.4, 3.5 or 3.6; provided<\/u>,
\nthat<\/u>, in the event of a registration pursuant to Section 3.4 hereof which
\nis withdrawn at the request of the Shareholders other than
\n(i) as a result of the Company’s failure to perform
\nits obligations <\/a>hereunder,
\n<\/a>(ii) as a result of a cutback by the underwriter
\nof such registration in the amount <\/a>of Registrable
\nSecurities which may be included in such registration by more than 25% or
\n<\/a>(iii) as a result of information concerning a
\nmaterially adverse change in the Company’s business or
\nf<\/a>inancial condition that is made known to the
\nShareholders after the date on which such registration was requested, the
\nShareholders shall pay the Registration Expenses with respect to such
\nregistration. In the event that a registration pursuant to Section 3.4 hereof is
\nwithdrawn pursuant to clauses (i), (ii) or (iii) of this Section 3.8(b), the
\nShareholders shall, immediately following such withdrawal, be entitled to that
\nnumber of registration requests pursuant to Section 3.4 hereof to which they
\nwould have been entitled not taking into account the withdrawn request. All
\nSelling Expenses in connection with each registration statement under Sections
\n3.4, 3.5 or 3.6 shall be borne by the participating sellers in proportion to the
\nnumber of shares registered by each, or by such participating sellers other than
\nthe Company (except to the extent the Company shall be a seller) as they may
\nagree.<\/a><\/p>\n

10<\/p>\n

\n<\/p>\n

3.9<\/strong> Indemnification and Contribution.<\/strong><\/p>\n<\/p>\n

(a) In the event of a registration of any of the Registrable Securities under
\nthe Securities Act pursuant to any of Sections 3.4, 3.5 or 3.6, the Company will
\nindemnify and hold harmless each holder of Registrable
\nSecurities, its officers, directors and partners, each underwriter of such
\nRegistrable Securities thereunder and each other person, if any, who controls
\nsuch holder or underwriter within the meaning of the Securities Act (each, an
\n<\/a>“Indemnitee”), against any losses, claims, damages
\nor liabilities, joint or several, to which such Indemnitee may become subject
\nunder the Securities Act or otherwise, insofar as such losses, claims, damages
\nor liabilities (or actions in respect thereof) arise out of or are based upon
\n(i) any untrue statement or alleged untrue statement of any material fact
\ncontained in any prospectus, offering circular or other document incident to
\nsuch registration (including any related
\nnotif<\/a>ication, registration statement under which
\nsuch Registrable Securities were registered under the Securities Act pursuant to
\nany of Sections 3.4, 3.5, or 3.6 any preliminary prospectus or final prospectus
\ncontained therein, or any amendment or supplement thereof), (ii) any blue sky
\napplication or other document executed by the Company specifically for that
\npurpose or based upon written information furnished by the Company filed in any
\nstate or other jurisdiction in order to qualify any or all of the Registrable
\nSecurities under the securities laws thereof (any such application, document or
\ninformation herein called a “Blue Sky
\nApplication<\/a>“), (iii) any omission or alleged
\nomission to state in any such registration statement, prospectus, amendment or
\nsupplement or in any Blue Sky Applications executed or filed by the Company, a
\nmaterial fact required to be stated therein or necessary to make the statements
\ntherein not misleading, <\/a>or (iv) any violation by
\nthe Company of the Securities Act or any rule or regulation promulgated under
\nthe Securities Act or any state law applicable to the Company and relating to
\naction or inaction required of the Company in connection with such registration,
\nand will reimburse each <\/a>Indemnitee for any legal
\nor other expenses reasonably incurred by them in connection with investigating
\nor defending any such loss, claim, damage, liability or action, promptly after
\nbeing so incurred, provided<\/u><\/a>,
\nhowever<\/u><\/a>, that the Company will not be liable
\nto an Indemnitee if and to the extent that any such loss, claim, damage or
\nliability arises out of or is based upon an untrue statement or alleged untrue
\nstatement or omission or alleged omission so made in conformity with written
\ninformation furnished by such Indemnitee, in writing specifically for use in
\nsuch registration statement or prospectus; provided further, however, that,
\nother than in a firm commitment underwriting, the foregoing indemnity agreement
\nwith respect to any preliminary prospectus shall not inure to the benefit of any
\nIndemnitee from whom the person asserting any such losses, claims, damages or
\nliabilities purchased shares in the offering, if a copy of the prospectus (as
\nthen amended or supplemented if the Company shall have furnished any amendments
\nor supplements thereto) was not sent or given by or on behalf of such Indemnitee
\nto such person, if required by law so to have been delivered, at or prior to the
\nwritten confirmation of the sale of the shares to such person, and if the
\nprospectus (as so amended or supplemented) would have cured the defect giving
\nrise to such loss, claim, damage or liability.<\/a><\/p>\n

11<\/p>\n

\n

(b) In the event of a registration of any of the Registrable Securities under
\nthe Securities Act pursuant to any of Sections 3.4, 3.5 or 3.6, each seller of
\nsuch Registrable Securities thereunder, severally and not jointly, will
\nindemnify and hold harmless the Company, each person, if any, who controls the
\nCompany within the meaning of the Securities Act, each officer of the Company
\nwho signs the registration statement, each director of the Company, each other
\nseller of Registrable Securities, each underwriter and each person who controls
\nany underwriter within the meaning of the Securities Act, against all losses,
\nclaims, damages or liabilities, joint or several, to which the Company or such
\nofficer, director, other seller, underwriter or controlling person may become
\nsubject under the Securities Act or otherwise, insofar as such losses, claims,
\ndamages or liabilities (or actions in respect thereof) arise out of or are based
\nupon any untrue statement or alleged untrue statement of any material fact
\ncontained in any prospectus, offering circular or other document incident to
\nsuch registration (including any related notification, registration statement
\nunder which such Registrable Securities were registered under the Securities Act
\npursuant to any of Sections 3.4, 3.5 or 3.6, any preliminary prospectus or final
\nprospectus contained therein, or any amendment or supplement thereof), or any
\nBlue Sky Application or arise out of or are based upon the omission or alleged
\nomission to state therein a material fact required to be stated therein or
\nnecessary to make the statements therein not misleading, and will reimburse the
\nCompany and each such officer, director, other seller, underwriter and
\ncontrolling person for any legal or other expenses reasonably incurred by them
\nin connection with investigating or defending any such loss, claim, damage,
\nliability or action, promptly after being so incurred, provided<\/u>,
\nhowever<\/u>, that such seller will be liable
\n<\/a>hereunder in any such case if and only to the
\nextent that any such loss, claim, damage or liability arises out of or is based
\nupon an untrue statement or alleged untrue statement or omission or alleged
\nomission made in reliance upon and in conformity with information pertaining to
\nsuch seller, as such, fu<\/a>rnished in writing to the
\nCompany by such seller specifically for use in such registration statement or
\nprospectus; and provided<\/u>, further<\/u><\/a>,
\nhowever<\/u><\/a>, that the liability of each seller
\nhereunder shall be limited to the proceeds received by such seller from the sale
\nof Registrable Securities covered by such registration statement. Not in
\nlimitation of the foregoing, it is understood and agreed that the
\nindemnification obligations of any seller hereunder pursuant to any underwriting
\nagreement entered into in connection herewith shall be limited to (or be
\nreasonably comparable to, in the event an underwriter reasonably requires the
\nuse of its form of underwriting agreement) the obligations contained in this
\nsubparagraph (b).<\/a><\/p>\n

(c) Promptly after receipt by an indemnified party
\nhereunder of notice of the commencement of any action,
\nsuch indemnified party shall, if a claim in respect thereof is to be made
\nagainst the indemnifying party hereunder, notify the indemnifying party in
\nwriting thereof, but the omission so to notify the indemnifying party shall not
\nrelieve it from any liability which it may have to such indemnified party other
\nthan under this Section 3.9 and shall only relieve it from any liability which
\nit may have to such indemnified party under this Section 3.9 if and to the
\nextent the indemnif<\/a>ying party is prejudiced by
\nsuch omission. In case any such action shall be brought against any indemnified
\nparty and it shall notify the indemnifying party of the commencement thereof,
\nthe indemnifying party shall be entitled to participate in and, to the extent it
\nshall wish, to assume and undertake the defense thereof with counsel selected by
\nsuch indemnifying party, and, after notice from the indemnifying party to such
\nindemnified party of its election so to assume and undertake the defense
\nthereof, the indemnif<\/a>ying party shall not be
\nliable to such indemnified party under this Section 3.9 for any legal expenses
\nsubsequently incurred by such indemnified party in connection with the defense
\nthereof other than reasonable costs of investigation and of liaison with counsel
\nso selected, provided<\/u>, however<\/u><\/a>,
\nthat, if the defendants in any such action include both the indemnified party
\nand the indemnifying party and the counsel selected by the indemnifying party
\nshall have reasonably concluded that there may be deemed to conflict with the
\ninterests of the indemnifying party, the indemnified party shall have the right
\nto select a separate counsel and to assume such legal defenses and otherwise to
\nparticipate in the defense of such action, with the expenses and fees of such
\nseparate counsel and other expenses related to such participation to be
\nreimbursed by the indemnifying party. No indemnifying party, in the defense of
\nany such claim or action, shall, except with the consent of each indemnified
\nparty, consent to entry of any judgment or enter into any settlement which does
\nnot include as an unconditional term thereof the giving by the claimant or
\nplaintiff to such indemnified party of a release from all liability in respect
\nto such claim or action, and no indemnified party shall consent to entry of any
\njudgment or settle such claim or litigation without the prior written consent of
\nthe indemnifying party, which consent shall not be unreasonably withheld. Each
\nindemnified party shall furnish such information regarding itself or the claim
\nin question as an indemnifying party may reasonably request in writing and as
\nshall be reasonably required in connection with defense of such claim and
\nlitigation resulting therefrom.<\/a><\/p>\n

12<\/p>\n

\n

(d) In order to provide for just and equitable contribution to joint
\nliability under the Securities Act in any case in which either
\n(i) any indemnified party makes a claim for
\nindemnification pursuant to this Section 3.9 but it is judicially determined (by
\nthe entry of a final judgment or decree by a court of competent jurisdiction and
\nthe expiration of time to appeal or the denial of the last right of appeal) that
\nsuch indemnification may not be enforced in such case notwithstanding the fact
\nthat this Section 3.9 provides for indemnification in such case, or
\n<\/a>(ii) contribution under the Securities Act may be
\nrequired on the part of any such indemnified party in circumstances for which
\nindemnification is provided under this Section 3.9; then, and in each such case,
\nthe indemnifying party shall, in lieu of indemnifying such indemnified party,
\ncontribute to the amount paid or payable by such indemnified party as a result
\nof such losses, claims, damages or liabilities to which such party may be
\nsubject in such proportion as is appropriate to reflect the relative fault of
\nthe indemnifying party on the one hand and the indemnified party on the other in
\nconnection with the statements or omissions which resulted in such losses,
\nclaims, damages or liabilities, as well as any other relevant equitable
\nconsiderations. The relative fault of the indemnifying party and the indemnified
\nparty shall be determined by reference to, among other things, whether the
\nuntrue or alleged untrue statement of material fact related to information
\nsupplied by the indemnifying party or the indemnified party and the parties153
\nrelative intent, knowledge, access to information and opportunity to correct or
\nprevent such statement or omission. Notwithstanding the foregoing (A) no such
\nholder of Registrable Securities will be required to contribute any amount in
\nexcess of the proceeds received from the sale of all such Registrable Securities
\noffered by it pursuant to such registration statement; and
\n<\/a>(B) no person or entity guilty of fraudulent
\nmisrepresentation (within the meaning of Section
\n11(<\/a>f) of the Securities Act) will be entitled to
\ncontribution from any person or entity who was not guilty of such fraudulent
\nmisrepresentation.<\/a><\/p>\n

13<\/a><\/p>\n

\n

(e) The indemnities and obligations provided in this Section 3.9 shall
\nsurvive the transfer of any Registrable Securities by such holder.<\/p>\n<\/p>\n

3.10<\/strong> Changes in Ordinary Shares. <\/strong>If, and as
\noften as, there is any change in the Ordinary Shares by way of a share split,
\nshare dividend, combination or reclassification, or through a merger,
\nconsolidation, reorganization or recapitalization, or by any other means,
\nappropriate adjustment shall be made in the provisions hereof so that the rights
\nand privileges granted hereby shall continue with respect to the Ordinary Shares
\nas so changed.<\/p>\n<\/p>\n

3.11<\/strong> Rule 144 and 144A Reporting. <\/strong>With a
\nview to making available the benefits of certain rules
\nand regulations of the Commission which may at any time permit the sale of the
\nRegistrable Securities to the public without registration, except as provided in
\nparagraph <\/a>(c) below, at all times after any
\nregistration statement covering a public offering of securities of the Company
\nunder the Securities Act shall have become effective, the Company agrees to:<\/a>\n<\/p>\n<\/p>\n

(a) use its best efforts to comply with all of the applicable reporting
\nrequirements of the Exchange Act and shall comply with all other public
\ninformation reporting requirements of the Commission as a condition to the
\navailability of an exemption from the Securities Act for the sale of any of the
\nRegistrable Securities by any holder of Registrable Securities pursuant to Rule
\n144 or Rule 144A thereof, as amended from time to time, or any successor rule
\nthereto or otherwise;<\/p>\n

(b) cooperate with each holder of Registrable Securities in supplying such
\ninformation as may be necessary for such holder of Registrable Securities to
\ncomplete and file any information reporting forms presently or hereafter
\nrequired by the Commission as a condition to the availability of an exemption
\nfrom the Securities Act under Rule 144 or Rule 144A thereunder for the sale of
\nany of the Registrable Securities by any holder of Registrable Securities; and\n<\/p>\n<\/p>\n

(c) furnish to each holder of Registrable Securities forthwith upon request a
\nwritten statement by the Company as to its compliance with the reporting
\nrequirements of such Rule 144 or Rule 144A (or any successor rule) and, at any
\ntime after it has become subject to such reporting requirements, of the
\nSecurities Act and the Exchange Act, a copy of the most recent annual or
\nquarterly report of the Company, and such other reports and documents so filed
\nby the Company as such holder may reasonably request in availing itself of any
\nrule or regulation of the Commission allowing such holder to sell any
\nRegistrable Securities without registration.<\/p>\n<\/p>\n

3.12<\/a><\/strong> “Market
\nStand-Off<\/strong>‘ Agreement. <\/strong>Each of the Shareholders agrees,
\nseverally and not jointly, if requested by the Company and an underwriter of
\nOrdinary Shares (or other securities) of the Company, not to sell or otherwise
\ntransfer or dispose of any Ordinary Shares (or other securities) of the Company
\nheld by such Shareholder during a period not to exceed ninety (90) days
\nfollowing the effective date of any registration statement filed by the Company
\nunder the Securities Act, and to enter into an agreement to such effect;
\nprovided<\/u>, that<\/u>, all of the Company’s officers, directors and
\nholders of at least 5% of the outstanding Ordinary Shares (or securities
\nconvertible into at least 5% of the Ordinary Shares) also enter into agreements
\nto such effect.<\/p>\n

14<\/p>\n

\n<\/p>\n

The Company may impose stop-transfer instructions with respect to the shares
\n(or securities) subject to the foregoing restriction until the end of said
\nperiod.<\/p>\n<\/p>\n

3.13<\/strong> Reserved <\/strong><\/p>\n<\/p>\n

3.14<\/strong> Assignment of Registration Rights.
\n<\/strong>The rights to cause the Company to register Registrable Securities
\npursuant to this Article 3 may be assigned (but only with all related
\nobligations) by a holder of Registrable Securities to a transferee or assignee
\nof such securities who is not engaged in a business activity competitive with
\nthe Company (as reasonably determined by the Company’s Board of Directors) and
\nwho, after such assignment or transfer, holds at least 500,000 shares of
\nRegistrable Securities (subject to appropriate adjustment for share splits,
\nshare dividends, combinations and similar recapitalization events),
\nprovided<\/u>, that<\/u>, the Company is, within a reasonable time after
\nsuch transfer, furnished with written notice of the
\nname and address of such transferee or assignee and the securities with respect
\nto which such registration rights are being assigned; and provided<\/u>,
\nfurther<\/u>, that such assignment shall be effective only if (i) immediately
\nfollowing such transfer the further disposition of such securities by the
\ntransferee or assignee is restricted under the Securities Act and (ii) the
\ntransferee or assignee shall acknowledge in writing that the transferred or
\nassigned Registrable Securities shall remain subject to this Agreement. For the
\npurposes of determining the number of shares of Registrable Securities held by a
\ntransferee or assignee, the holdings of transferees and assignees of a
\npartnership who are partners or retired partners of such partnership (including
\nspouses and ancestors, lineal descendants and siblings of such partners or
\nspouses who acquire Registrable Securities by gift, will or intestate
\nsuccession) shall be aggregated together and with the partnership;
\nprovided<\/u>, that<\/u>, all assignees and transferees who would not
\nqualify individually for assignment of registration rights shall have a single
\nattorney-in-fact for the purpose of exercising any rights, receiving notices or
\ntaking any <\/a>action under this Article 3.<\/a><\/p>\n<\/p>\n

3.15<\/strong> Blockage Periods.<\/strong> Notwithstanding any
\nother provision of this Agreement, the Company shall be permitted to defer the
\nfiling of any registration statement under Sections 3.4 or 3.6 if the Company153s
\nBoard of Directors determines in good faith, as certified in writing by the
\nCompany153s President or Chief Executive Officer to the holder of Registrable
\nSecurities requesting registration pursuant to any of the said Sections, that
\nthe filing of such a registration statement at such time would be seriously
\ndetrimental to the business of the Company. The Company may decline to file any
\nregistration statement for this reason only once in any 12-month period and only
\nfor a maximum period of 90 days at any one time.<\/p>\n<\/p>\n

3.16<\/strong> Termination of Registration Rights.<\/strong>
\nThe rights under this Section 3 will expire with respect to each of the
\nShareholders and their respective successors, assigns and transferees, upon the
\nearlier of (i) five years after the date of the approval of this Agreement by
\nthe Company’s shareholders or (ii) with respect to a particular holder or any of
\nit successors, assigns or transferees, the earlier of such person’s ceasing to
\nhold any Registrable Securities or at such time as such person is entitled to
\nsell all of its Registrable Securities within a consecutive 90-day period
\npursuant to Rule 144.<\/p>\n<\/p>\n

15<\/p>\n

\n<\/p>\n

4.<\/strong> MISCELLANEOUS<\/strong><\/p>\n<\/p>\n

4.1<\/strong> Notices.<\/strong> All notices, requests,
\nconsents and other communications hereunder shall be
\nin writing, shall be addressed to the receiving party’s address set forth below
\nor to such other address as a party may designate by notice hereunder, and shall
\nbe either <\/a>(i) delivered by hand,
\n<\/a>(ii) made by telecopy or facsimile transmission,
\n<\/a>(iii) sent by overnight courier, or
\n<\/a>(iv) sent by registered or certified mail, return
\nreceipt requested, postage prepaid.<\/a><\/p>\n<\/p>\n

If to the Company: Given Imaging Ltd.<\/p>\n

2 Ha153Carmel Street<\/p>\n

New Industrial Park<\/p>\n

P.O. Box 258<\/p>\n

Yoqneam 20692<\/p>\n

Israel<\/p>\n

Attn: the CEO<\/p>\n

972-4-959-2466 (Fax)<\/p>\n

If to the Shareholders: To the addresses set forth on Exhibit A<\/p>\n

All notices, requests, consents and other communications
\nhereunder shall be deemed to have been given either
\n<\/a>(i) if by hand, at the time of the delivery
\nthereof to the receiving party at the address of such party set forth above,
\n<\/a>(ii) if made by telecopy or facsimile
\ntransmission, on the next business day following the day such notice is
\ntransmitted, or (iii) if sent by registered or certified mail, on the fifth
\nbusiness day following the day such mailing is made.<\/a><\/p>\n<\/p>\n

4.2<\/strong> Entire Agreement. <\/strong>This Agreement
\nembodies the entire<\/p>\n

agreement and understanding between the parties hereto with respect to the
\nsubject matter hereof and supersedes all prior oral or written agreements and
\nunderstandings relating to the subject matter hereof. No statement,
\nrepresentation, warranty, covenant or agreement of any kind not expressly set
\nforth in this Agreement shall affect, or be used to interpret, change or
\nrestrict, the express terms and provisions of this Agreement.<\/p>\n<\/p>\n

4.3<\/strong> Modifications and Amendments. <\/strong>This
\nAgreement may be amended or modified, and any provision hereof may be waived,
\nonly with the written consent of (i) the Company and (ii) the holders of at
\nleast two-thirds (2\/3) of the Registrable Securities whose rights under Section
\n3 have not terminated according to the provisions of this Agreement. Any waiver
\nor consent hereunder shall be effective only in the specific instance and for
\nthe purpose for which it was given, and shall not constitute a continuing waiver
\nor consent.<\/p>\n<\/p>\n

4.4<\/strong> Assignment. <\/strong>The rights and obligations
\nunder this Agreement may not be assigned by the Company without the prior
\nwritten consent of at least a majority of the holders
\nof Registrable Securities, unless specifically
\npermitted by the terms hereof.<\/a><\/p>\n

16<\/p>\n

\n<\/p>\n

4.5<\/strong> Benefit. <\/strong>All statements,
\nrepresentations, warranties, covenants and agreements in this Agreement shall be
\nbinding on the parties hereto and shall inure to the benefit of the respective
\nsuccessors and permitted assigns of each party hereto. Nothing in this Agreement
\nshall be construed to create any rights or obligations except among the parties
\nhereto, and no person or entity shall be regarded as a third-party beneficiary
\nof this Agreement.<\/p>\n<\/p>\n

4.6<\/strong> Governing Law. <\/strong>This Agreement and the
\nrights and obligations of the parties hereunder shall
\nbe construed in accordance with and governed by the law of the State of New
\nYork, without giving effect to the conflict of law principles thereof (other
\nthan Section 5-1401 of the General Obligations Law of the State of New
\nYork).<\/a><\/p>\n<\/p>\n

4.7<\/strong> Jurisdiction and Service of Process.
\n<\/strong>Any legal action or proceeding with respect to this Agreement shall be
\nbrought in the courts of the State of New York or of the United States of
\nAmerica for the District of New York. By execution and delivery of this
\nAgreement, each of the parties hereto accepts for itself and in respect of its
\nproperty, generally and unconditionally, the jurisdiction of the
\naforesaid courts. Each of the parties hereto
\nirrevocably consents to the service of process of any of the
\n<\/a>aforementioned courts in any such action or
\nproceeding by the mailing of copies thereof by certified mail, postage prepaid,
\nto the party at its address set forth in Section 4.1 hereof.<\/a><\/p>\n<\/p>\n

4.8<\/strong> Severability. <\/strong>In the event that any
\ncourt of competent jurisdiction shall determine that any provision, or any
\nportion thereof, contained in this Agreement shall be unenforceable in any
\nrespect, then such provision shall be deemed limited to the extent that such
\ncourt deems it enforceable, and as so limited shall remain in full force and
\neffect. In the event that such court shall deem any such provision, or portion
\nthereof, wholly unenforceable, the remaining provisions of this Agreement shall
\nnevertheless remain in full force and effect.<\/p>\n<\/p>\n

4.9<\/strong> Interpretation. <\/strong>The parties hereto
\nacknowledge and agree that: (i) each party and its
\ncounsel reviewed and negotiated the terms and provisions of this Agreement and
\nhave contributed to its revision; <\/a>(ii) the rule of
\nconstruction to the effect that any ambiguities are resolved against the
\ndrafting party shall not be employed in the interpretation of this Agreement;
\nand <\/a>(iii) the terms and provisions of this
\nAgreement shall be construed fairly as to all parties hereto and not in favor of
\nor against any party, regardless of which party was generally responsible for
\nthe preparation of this Agreement.<\/a><\/p>\n<\/p>\n

4.10<\/strong> Headings and Captions. <\/strong>The headings
\nand captions of the<\/p>\n

various subdivisions of this Agreement are for convenience of reference only
\nand shall in no way modify or affect the meaning or construction of any of the
\nterms or provisions hereof.<\/p>\n<\/p>\n

4.11<\/strong> Enforcement. <\/strong>Each of the parties
\nhereto acknowledges and agrees that the rights acquired by each party hereunder
\nare unique and that irreparable damage would occur in the event that any of the
\nprovisions of this Agreement to be performed by the other parties were not
\nperformed in accordance with their specific terms or were otherwise
\nbreached. Accordingly, in addition to any other remedy
\nto which the parties hereto are entitled at law or in equity, each party hereto
\nshall be entitled to an injunction or injunctions to prevent breaches of this
\nAgreement by any other party and to enforce specifically the terms and
\nprovisions hereof in any federal or state court to which the parties have agreed
\n<\/a>hereunder to submit to jurisdiction.<\/a><\/p>\n

17<\/p>\n

\n

4.12<\/strong> No Waiver of Rights, Powers and Remedies.
\n<\/strong>No failure or delay by a party hereto in exercising any right, power or
\nremedy under this Agreement, and no course of dealing among the parties hereto,
\nshall operate as a waiver of any such right, power or remedy of the party, other
\nthan as provided by Section 4.3 above. No single or partial exercise of any
\nright, power or remedy under this Agreement by a party hereto, nor any
\nabandonment or discontinuance of steps to enforce any such right, power or
\nremedy, shall preclude such party from any other or further exercise thereof or
\nthe exercise of any other right, power or remedy hereunder. The election of any
\nremedy by a party hereto shall not constitute a waiver of the right of such
\nparty to pursue other available remedies. No notice to or demand on a party not
\nexpressly required under this Agreement shall entitle the party receiving such
\nnotice or demand to any other or further notice or demand in similar or other
\ncircumstances or constitute a waiver of the rights of the party giving such
\nnotice or demand to any other or further action in any circumstances without
\nsuch notice or demand.<\/p>\n<\/p>\n

4.13<\/strong> Counterparts. <\/strong>This Agreement may be
\nexecuted in one or more counterparts, and by different parties hereto on
\nseparate counterparts, each of which shall be deemed an original, but all of
\nwhich together shall constitute one and the same instrument.<\/p>\n

5.<\/strong> Condition Precedent <\/strong>The execution,
\ndelivery and performance of this Agreement is conditional upon obtaining the
\napproval of the shareholders of the Company in accordance with applicable law.
\nIf such approval is not obtained, this Agreement shall be deemed null and void
\nab initio.<\/p>\n

18<\/p>\n

\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have
\nexecuted this Investor Rights Agreement or caused this Agreement to be executed
\nby their duly authorized
\nreprese<\/a>ntatives<\/a>; as
\nof the date first written above. <\/a><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

GIVEN IMAGING LTD.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Nachum Shamir<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Mr. Nahum (Homi) Shamir<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

President and Chief<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Executive Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Yuval Yanai<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Mr. Yuval Yanai<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

19<\/p>\n

\n<\/p>\n\n\n\n
\n

SHAREHOLDERS:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

DISCOUNT INVESTMENT CORPORATION LTD.<\/p>\n<\/p>\n\n\n\n\n\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Shlomo Cohen<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

\n

Shlomo Cohen<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n

Legal Counsel<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Michel Dahan<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

\n

Michel Dahan<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n

VP and Controller<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

ELRON ELECTRONIC INDUSTRIES LTD.<\/p>\n<\/p>\n\n\n\n\n\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Doron Birger<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

\n

Doron Birger<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n

Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Paul Weinberg<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

\n

Paul Weinberg<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n

General Counsel<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

RDC RAFAEL DEVELOPMENT CORPORATION LTD.<\/p>\n<\/p>\n\n\n\n\n\n
\n

By:<\/a><\/p>\n<\/td>\n

\n

\/s\/ Avishai Friedman<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/a><\/p>\n<\/td>\n

\n

Avishai Friedman<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n

Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Ofir Gomeh<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

\n

Ofir Gomeh<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n

Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

20<\/p>\n

\n<\/p>\n

EXHIBIT A<\/u><\/p>\n

RDC Rafael Development Corporation Ltd.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Address:<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Building 7<\/p>\n<\/td>\n<\/tr>\n

\n

New Industrial Park<\/p>\n<\/td>\n<\/tr>\n

\n

Yoqneam 20692<\/p>\n<\/td>\n<\/tr>\n

\n

Israel<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Discount Investment Corporation Ltd.<\/p>\n\n\n\n\n\n\n\n\n\n
\n

Address:<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Triangular Tower<\/p>\n<\/td>\n<\/tr>\n

\n

44th<\/sup> Floor<\/p>\n<\/td>\n<\/tr>\n

\n

3 Azrieli Center<\/p>\n<\/td>\n<\/tr>\n

\n

Tel Aviv 67023<\/p>\n<\/td>\n<\/tr>\n

\n

Israel<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Elron Electronic Industries Ltd.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
\n

Address:<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Triangular Tower<\/p>\n<\/td>\n<\/tr>\n

\n

42nd<\/sup> Floor<\/p>\n<\/td>\n<\/tr>\n

\n

3 Azrieli Center<\/p>\n<\/td>\n<\/tr>\n

\n

Tel Aviv 67023<\/p>\n<\/td>\n<\/tr>\n

\n

Israel<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

21<\/p>\n

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