Exhibit 10.40
ELECTRIC FUEL CORPORATION
December 10, 1997
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c/o Enterprises Inc.
River Park House
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▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Amendment No. 2 to Registration Rights Agreement
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Dear ▇▇▇▇:
Electric Fuel Corporation, a Delaware corporation (the "Company") hereby
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agrees with you as follows:
1. Reference to Registration Rights Agreement; Definitions. Reference is
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hereby made to the Registration Rights Agreement dated as of September 30, 1996,
as amended by Amendment No. 1 dated April 15, 1997, by and among the Company and
▇▇▇▇ ▇. ▇▇▇▇▇ (as so amended, the "Registration Rights Agreement"). Terms
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defined in the Registration Rights Agreement and not otherwise defined herein
are used herein with the meaning so defined.
2. Amendment to Registration Rights Agreement. You and the Company hereby
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agree that, effective as of the date hereof, the Registration Rights Agreement
is hereby amended as follows:
(a) Amendment to Section 1. Definitions.
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(i) The definition of "Holder" is hereby amended to read in its
entirety as follows:
"Holder: collectively, (i) the trustees of The ▇▇▇▇ ▇▇▇▇▇
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Charitable Foundation under Deed of Trust dated May 28, 1997 (the
"Foundation"), and (ii) the Purchaser, or upon his death the
executor or personal representative, or similar legal
representative
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of his estate (the "Representative"), and then, after the Shares
have been distributed to the Purchaser's beneficiaries from the
Representative, the single beneficiary who receives the largest
number of Shares under the purchaser's last will and testament."
(ii) The definition of "Transfer Restricted Securities" is hereby
amended to read in its entirety as follows:
"Transfer Restricted Securities. All Shares issued to the
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Purchaser hereunder, plus up to 30,000 shares of the Company's
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Common Stock purchased by Purchaser from a certain management
stockholder of the Company in a private transaction occurring in
April 1997, plus up to 16,000 shares of the Company's Common
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Stock to be purchased by Purchaser from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
pursuant to a certain Stock Purchase Agreement between ▇▇▇▇ ▇▇▇▇▇
and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated December 2, 1997, plus up to 20,000
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shares of the Company's Common Stock to be purchased by Purchaser
from The ▇▇▇▇▇ ▇▇▇▇▇ Foundation pursuant to a Stock Purchase
Agreement between ▇▇▇▇ ▇▇▇▇▇ and the Trustees of the Foundation
dated December 10, 1997 until (a) the date of which such shares
have been effectively registered under the Securities Act and
disposed of in accordance with this Agreement, or (b) the date of
which such shares are distributed to the public pursuant to Rule
144 under the Securities Act."
(b) Miscellaneous. Except to the extent specifically amended hereby,
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the provisions of the Registration Rights Agreement shall remain unmodified
and the Registration Rights Agreement, as amended hereby, is hereby
confirmed as being in full force and effect. This Amendment may be
executed in any number of counterparts which together shall constitute one
instrument, shall be governed by and construed in accordance with the laws
of State of Delaware, without regard to any conflicts or choice of law
principles which would cause the application of the internal laws of any
jurisdiction other than the State of Delaware and shall bind and inure to
the benefit of the parties hereto and their respective successors and
assigns.
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If the foregoing corresponds with your understanding of the Agreement by
and among the Company and you, kindly sign this letter and the accompanying
copies hereof in the appropriate space below and return the same to the Company,
upon which this letter shall become a binding agreement by and among the Company
and you as of the date hereof.
Very truly yours,
ELECTRIC FUEL CORPORATION
By:________________________________
Name:
Title:
Agreed and accepted:
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