EXHIBIT 10.10
EXECUTION COPY -
INVESTOR RIGHTS AGREEMENT
INVESTOR RIGHTS AGREEMENT made as of September 15, 2000 by and among (i) Given Imaging Ltd., an Israeli
corporation (the "Company"), (ii) the Purchasers listed on Exhibit A (the "Purchasers") of that certain Preferred Share
Purchase Agreement of even date herewith (the "Series A Purchase Agreement"), (iii) the existing holders of Ordinary
Shares in the Company listed on EXHIBIT A hereto (the "Ordinary Shareholders"), and (iv) the Bridge Purchasers (as
defined in the Series A Purchase Agreement). Such parties may become party to this Agreement upon executing and
delivering signature pages hereto no later than October 8, 2000, except that the Bridge Purchasers may become party to
this Agreement upon executing and delivering signature pages hereto no later than October 30, 2000. The Purchasers,
the Ordinary Shareholders and the Bridge Purchasers may be referred to herein individually as an "Investor," and
collectively as the "Investors". An Investor who is both a Purchaser and an Ordinary Shareholder will be deemed, for
the purpose of this Agreement, as a Purchaser with respect to the Series A Shares held thereby, and as an Ordinary
Shareholders with respect to the Ordinary Shares held thereby at the date hereof.
WHEREAS, the Company proposes to issue and sell an aggregate of up to 11,911,557 Series A Convertible Preferred
Shares, par value NIS 0.01 per share, to the Purchasers pursuant to the Series A Purchase Agreement and additional
3,138,876 of such shares (collectively, the "Series A Shares"), to the Bridge Purchasers pursuant to the Bridge
Agreements (as defined in the Series A Purchase Agreement);
WHEREAS, as a condition to entering into the Series A Purchase Agreement, the Purchasers have requested that the
Company extend to them registration rights and certain other rights and covenants as set forth herein;
WHEREAS, as a condition to approving the Company's entering into the Series A Purchase Agreement, the Ordinary
Shareholders have requested that th