EXHIBIT 11
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(1) RADA ELECTRONIC INDUSTRIES LIMITED
(2) HORSHAM ENTERPRISES LIMITED
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DEED OF AMENDMENT
OF LOAN STOCK OPTION AGREEMENT
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Xxxx Xxxxxxx
Solicitors
Xxx Xxxxxxxx
Xxxxxx Xxxx
Xxxxxxxxxx
Xxxxxxxx XX00 0XX
Tel: 0000-000-0000
Fax: 0000-000-0000
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THIS DEED OF AMENDMENT is dated the day of 0000
X X X X X X N:-
(1) RADA ELECTRONIC INDUSTRIES LIMITED whose registered office is situated at
12 Medinat Xxxxxxxxx Xxxxxx, X X Xxx 0000 Xxxxxxxx X, Xxxxxx ("Rada"); and
(2) HORSHAM ENTERPRISES LIMITED a company controlled by HY existing and
operated under the laws of the British Virgin Islands whose registered
office is situated at Columbus Centre Building, Wickams Cay, Road Town,
Tortola, British Virgin Islands ("Horsham").
RECITALS:
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(1) This Deed of Amendment is supplemental to a Loan Stock Option Agreement
dated 11 October 1996 (the "Option Agreement") made between Rada (1), and
Horsham (2) and is made pursuant to clause 7 of the Option Agreement.
(2) It is the intention of the parties to vary the terms of the Option
Agreement as hereafter appears.
OPERATIVE PROVISIONS
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1. Definitions
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1.1 All other expressions contained in this Deed shall bear the same meaning
ascribed to them in the Option Agreement.
1.2 In this Deed any reference to a Clause, sub-Clause or Schedule is to a
Clause or sub-Clause hereof
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or a Schedule hereto.
1.3 In this Deed words importing the singular shall include the plural and vice
versa and words importing any gender shall include all genders.
1.4 The headings to Clauses are for convenience only and shall not affect the
construction thereof.
2. Amendments to the Option Agreement.
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2.1 The parties hereby irrevocably agree the following amendments, additions,
modifications and variations shall be made to the Option Agreement with
effect from the date of this Deed:-
2.1.1 There shall be added to clause 1.1 of the Option Agreement the
following definitions:
""Condition Precedent" has the meaning assigned to that term in
Clause 2.5;"
""Long Stop Date" means the day falling [the number of days
which will be required to obtain
shareholders approval] days following the
date upon which the Option is exercised;"
2.1.2 Clause 2.5 of the Option Agreement shall be deleted and shall be
replaced by the following new clauses:
"2.5 Following the exercise of the Option the exchange of the Loan
Stock for the Option Shares shall be conditional upon the
Grantor's shareholders consenting to the exchange as required
by any applicable NASDAQ or SEC Regulations (the
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"Condition Precedent").
2.6 The Grantor shall use its best endeavours to fulfil or procure
the fulfilment of the Condition Precedent as soon as possible and
in any event by no later than the Long Stop Date.
2.7 If the Grantor does not fulfil the Condition Precedent by the
Long Stop Date, the Grantee may within 7 working days following
the expiry of the initial Long Stop Date extend the Long Stop
Date by such period of time as the Grantee in its absolute
discretion considers appropriate. If the Grantee does extend the
period for the fulfilment of the Condition Precedent in
accordance with the foregoing provisions of this Clause, the new
date by which the Condition Precedent must be fulfilled shall
thereafter be regarded as the "Long Stop Date" and the new
revised date by which the Condition Precedent must be fulfilled
shall for the purposes of this Agreement be deemed to replace the
date set out opposite the definition of the Long Stop Date in
Clause 1.1.
2.8 In the event that the Condition Precedent is not fulfilled by the
Long Stop Date, then subject to Clause 2.7 the Grantor and the
Grantee shall not be bound to make the exchange and this
Agreement shall immediately determine without prejudice to any
accrued rights or remedies of the Seller or the Purchaser.
2.9 Subject to fulfilment of the Condition Precedent, the parties
shall be bound to complete the exchange of the Loan Stock for the
Option Shares as soon as reasonably practical but in no event no
later than one month after the fulfilment
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of the Condition Precedent (or the next succeeding working day if
completion would otherwise fall on a non-working day).
3. Effects of this Deed
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3.1 Save where varied altered, modified or cancelled by the provisions of this
Deed, the Option Agreement shall remain in full force and continue to bind
the parties.
3.2 The parties hereby acknowledge that this Deed has the effect of validly
varying the Option Agreement and complies with all the formalities required
to be followed when varying the Option Agreement as set out in clause 7 of
the Option Agreement.
4. No Waiver
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No waiver of any breach of this Deed, whether by conduct or otherwise, nor
any failure forbearance or delay in exercising any rights or remedies in
relation thereto shall be deemed a waiver of any such breach nor shall it
prevent any part from subsequently taking any action or making any claim in
respect thereof.
5. Announcements
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No announcement concerning the matters herein provided for or referred to
or any ancillary matter shall be made by any party thereto other than as
required by law and/or by any regulatory authority (including NASDAQ)
without the prior approval of the other parties hereto (such approval not
to be unreasonably withheld or delayed).
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6. Costs
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6.1 Each party hereto shall bear its own costs and expenses incurred in or in
connection with the preparation of this Deed and matters contemplated
hereby.
7. Proper Law
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7.1 This Deed and the documents to be entered into as provided herein shall be
governed and construed in accordance with English Law and the parties
hereto submit to the non-exclusive jurisdiction of the English Courts.
8. Counterparts
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8.1 This Deed may be executed in any number of counterparts, and by the parties
hereto on separate counterparts, but in that case shall not be effective
until each party has executed at least one counterpart.
8.2 Each counterpart shall constitute the original of this Deed, but all the
counterparts shall together constitute one and the same instrument.
IN WITNESS whereof the parties have hereunto executed this Deed the day and year
first before written.
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EXECUTED and DELIVERED as a DEED )
by RADA ELECTRONIC INDUSTRIES )
LIMITED acting by: )
Director:
Director/Secretary:
EXECUTED and DELIVERED as a DEED )
by HORSHAM ENTERPRISES LIMITED )
acting by: )
Director:
Director/Secretary:
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