Amendment No. 3 to Registration Rights and Lock-Up Agreement between Vyyo Inc. and Holders of Registrable Securities

Summary

This amendment updates the Registration Rights and Lock-Up Agreement originally made between Vyyo Inc. and its security holders. It clarifies that certain registration rights do not apply to Vyyo Inc.'s proposed public offering registered with the SEC on September 1, 2000. The amendment is binding on all parties to the original agreement, regardless of their participation in the offering, and does not affect indemnification rights for those who join a registered public offering. The amendment is effective upon execution by holders representing at least 50% of the outstanding registrable securities.

EX-10.31 5 0005.txt AMENDMENT #3 TO REGISTRATION RIGHTS Exhibit 10.31 VYYO INC. AMENDMENT NO. 3 TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT The undersigned Holders (as that term is defined in the Registration Rights And Lock-Up Agreement, originally executed on April 21, 1996 and amended on August 13, 1999 and February 4, 2000, (the "Rights Agreement") among Vyyo Inc. (the "Company") and such holders of Registrable Securities, (as that term is defined in the Rights Agreement)) which Holders together hold at least 50% of the outstanding Registrable Securities of the Company, hereby amend the registration rights to add Section 2(b)(iii) as follows: "(iii) notwithstanding anything to the contrary in the foregoing, the provision of this Section 2(b) shall not apply to the Company's proposed public offering (the "Offering") pursuant to the Registration Statement filed with the Securities and Exchange Commission on September 1, 2000, as amended." This Amendment will bind all parties to the Rights Agreement, whether parties hereto or not, and without regard to their participation or non-participation in the Offering. This Amendment is not intended to and does not amend or waive any of the indemnification rights of Holders who participate in a registered public offering pursuant to Section 2(f) of the Rights Agreement. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. The undersigned understand that the Company and the underwriters of the Offering will proceed with the Offering in reliance on this Amendment. IN WITNESS WHEREOF, the undersigned has executed this Amendment as of __________ __, 2000. For Corporation/Partnership: For Individual: _______________________ _______________________ (Name of Entity) (Name) By:____________________ ______________________ Title:_________________ (Signature)