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Exhibit 10.14
NOVATION AND AMENDMENT AGREEMENT
THIS NOVATION AND AMENDMENT AGREEMENT (the "Agreement") is executed on
June 28, 2001 by and among:
RSL COMMUNICATIONS, LTD. (Provisional Liquidators appointed), a Bermuda
corporation ("RSL");
DELTATHREE, INC., a Delaware corporation ("Deltathree"); and
ATAREY HASHARON CHEVRA LEPITUACH VEHASHKAOT BENADLAN (1991) LTD. ("Atarey").
WITNESSETH
WHEREAS, RSL and Deltathree are parties to a Registration Rights
Agreement dated September 1, 1999 (the "Registration Rights Agreement"),
delineating the manner in which Deltathree shall provide registration rights to
RSL with respect to its Registrable Shares (as defined in the Registration
Rights Agreement);
WHEREAS, by an order of the Supreme Court of Bermuda, dated March 19,
2001, Randall Eisenberg of PricewaterhouseCoopers LLP and Peter Spratt and Peter
Mitchell of PricewaterhouseCoopers of Clarendon House, 2 Church Street,
Hamilton, Bermuda HM 11 (the "Provisional Liquidators") were appointed the
provisional liquidators of RSL with the express power and authority to sell
assets of RSL and to perform functions ancillary to any such sales of RSL
assets, including the execution of this Agreement;
WHEREAS, simultaneously with this Agreement, Atarey and RSL will
execute a Share Purchase Agreement dated as of June 28, 2001, whereby Atarey
will purchase an aggregate of 19,569,459 shares of Class B common stock of
Deltathree from RSL which, upon completion of the transfer, will be
automatically converted into shares of Class A common stock of Deltathree (the
"Transaction"); and
WHEREAS, the parties wish for Atarey to succeed to all of the rights
granted to RSL under the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, covenants and agreements hereinafter contained, the sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
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1. Pursuant to Section 9 of the Registration Rights Agreement, RSL and
Deltathree hereby expressly consent to the amendment of Section 13 of the
Registration Rights Agreement to provide that RSL may assign all of the rights
and obligations of RSL under the Registration Rights Agreement with the prior
written consent of Deltathree.
2. RSL hereby expressly consents to the novation and assignment of all of the
rights and obligations of RSL under the Registration Rights Agreement to Atarey
and Atarey hereby expressly accepts such novation and assignment.
3. Deltathree hereby expressly consents to the novation and assignment by RSL to
Atarey of all of the rights and obligations of RSL under the Registration Rights
Agreement and hereby expressly confirms that neither such novation nor the
consummation of the Transaction shall result in the termination of or otherwise
affect, except as expressly provided in this Agreement, the Registration Rights
Agreement.
4. The rights and obligations of Deltathree under the Registration Rights
Agreement shall not be affected in any way by this Agreement save that any
rights against and any obligations to RSL shall from the date of this Agreement
become rights against and obligations to Atarey in accordance with clauses 2 and
3 above.
5. Pursuant to Section 9 of the Registration Rights Agreement, RSL and
Deltathree hereby expressly consent to the amendment of the Registration Rights
Agreement by deleting Section 2.2(b)(ii) thereof in its entirety.
6. This Agreement shall be governed by the laws of the State of New York
applicable to contracts to be executed and performed entirely within the State
of New York.
7. If any provisions of this Agreement are judicially declared invalid, illegal
or unenforceable, the validity and enforceability of the remaining provisions of
the Agreement shall not be affected thereby.
8. This Agreement may be executed in any number of counterparts by the different
parties hereto on separate counterparts each of which when executed and
delivered shall constitute an original and all such counterparts together shall
constitute one and the same instrument.
9. No personal liability under or by virtue of this Agreement or under any
document executed pursuant to this Agreement shall attach to the Provisional
Liquidators or any of them individually, as acknowledged by the signature of the
Deltathree below.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers and/or representatives thereunto duly
authorized, as of the date first written above.
RSL COMMUNICATIONS LTD.
By:
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Name: Randall Eisenberg
Title: Provisional Liquidator
DELTATHREE, INC.
By:
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Name: Shimmy Zimels
Title: Chief Operating Officer
ATAREY HASHARON CHEVRA LEPITUACH VEHASHKAOT BENADLAN (1991) LTD.
By:
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Name:
Title: