Exhibit 2 - Voting Rights Agreement Amendment
AMENDMENT NO. 1 TO
VOTING RIGHTS AGREEMENT
This Amendment No. 1 to Voting Rights Agreement (the "Amendment") made as
of December 27, 1999, by and among Electric Fuel Corporation, a Delaware
corporation (the "Company"), Xxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx and
the purchasers listed in the Securities Purchase Agreement dated as of December
27, 1999, by and among the Company and the purchasers listed therein (the "SPA"
and such purchasers, the "1999 Investors").
WHEREAS, the Company, Gross, Xxxxxxx and Harats (the "Original Parties")
entered into a Voting Rights Agreement dated as of September 30, 1996 (the
"Voting Rights Agreement"); and
WHEREAS, the Original Parties and the 1999 Investors (together, the
"Parties") desire to amend the Voting Rights Agreement in connection with the
closing of the SPA. Capitalized terms used herein and not defined shall have the
meanings assigned to them in the Voting Rights Agreement.
NOW THEREFORE, in consideration of the premises and agreements set forth
herein, the Parties agree with each other as follows:
1. Paragraph 1 of the Voting Rights Agreement shall be amended such that
the penultimate sentence thereof shall read as follows:
"Subject to the terms and conditions hereof, until the later of (i) the fifth
anniversary of the Closing or (ii) the fifth Meeting of Stockholders following
the Closing, each Stockholder agrees to vote all shares of Common Stock or other
voting securities of the Company over which such Stockholder has voting control,
whether directly or indirectly, and to take other necessary or desirable actions
within his or its control (whether as stockholder, director or officer of the
Company or otherwise, including without limitation attendance at meetings in
person or by proxy for purposes of obtaining a quorum and execution of written
consents in lieu of meetings), so that each of Xxxxxxxx X. Xxxxxx (or, if
applicable, Alternate Director), Xxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx and one person
to be designated for nomination by the 1999 Investors (so long as the 1999
Investors collectively own 1,200,000 shares of the Common Stock) shall serve as
members of the Board."
2. The 1999 Investors shall become parties to the Voting Agreement by
countersignature of this Amendment.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed as of the date first above written,
ELECTRIC FUEL CORPORATION
By /s/ Xxxxxx X. Xxxxxxx
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Title: Chairman & Chief Financial Officer
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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Xxxxxx X. Xxxxxxx
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Xxxxxx Xxxxxx
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Purchasers
2
