AMENDMENT TO SHAREHOLDERS' AGREEMENT
Exhibit 10.3
AMENDMENT TO SHAREHOLDERS' AGREEMENT
This Amendment to Shareholders' Agreement (the "Amendment") dated as of January __, 2015, is made by and among Check-Cap Ltd. (the "Company"), the Shareholders and the Lenders (as such terms are defined in the Shareholders' Agreement). The Company, Shareholders and Lenders are hereinafter collectively referred to as the "Parties."
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WHEREAS,
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the Parties are parties to that certain Amended and Restated Shareholders' Agreement, dated October 14, 2014 (the "Shareholders' Agreement"). Capitalized terms used, but not defined herein, shall have the meaning ascribed to such terms in the Shareholders' Agreement, of which this Amendment constitutes an integral part; and
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WHEREAS,
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the Parties desire to amend the Shareholders' Agreement, as more fully set forth herein.
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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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1.
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Subject to and immediately prior to the consummation of an initial public offering of the Company's securities (the "IPO"), provided that the consummation of the IPO shall occur no later than December 31, 2015, Section 2 (Issues Relating to the Board of Directors) and Section 3 (Information Rights) of the Shareholders' Agreement shall be deleted in their entirety and shall have no further force and effect.
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2.
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Except as otherwise provided herein, the provisions of the Shareholders' Agreement (including its exhibits and schedules) shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment and the terms of the Shareholders' Agreement, the provisions of this Amendment will prevail.
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3.
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This Amendment may be signed in counterparts and delivered electronically or via facsimile, each such counterpart (whether delivered electronically, via facsimile or otherwise), when executed, shall be deemed an original and all of which together constitute one and the same agreement.
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[Signature Page to Follow]
IN WITNESS WHEREOF, the Parties have signed this Amendment to Shareholders' Agreement as of the date first hereinabove set forth.
COMPANY:
Check Cap Ltd.
By: ______________
Title: ______________
[SIGNATURE PAGE 1 OF 9 OF AMENDMENT TO SHAREHOLDERS' AGREEMENT]
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IN WITNESS WHEREOF, the Parties have signed this Amendment to Shareholders' Agreement as of the date first hereinabove set forth.
THE SHAREHOLDERS:
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GE Ventures Limited
By:
Title:
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BioSec Ltd.
By:
Title:
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Pontifax (Israel) II – Individual Investor, L.P.
By:
Title:
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Pontifax (Israel) II L.P.
By:
Title:
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Pontifax (Cayman) II L.P.
By:
Title:
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Spearhead Investments (Bio) Ltd.
By:
Title:
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Docor International B.V.
By:
Title:
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Xxxxxx Investments Company LLC
By:
Title:
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Counterpoint Ventures Fund LP
By:
Title:
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Counterpoint Ventures Fund II LP
By:
Title:
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BXR Portfolio Limited
By:
Title:
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Xxxxx Holdings Inc.
By:
Title:
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Xxxxx XxXxxxx
By:
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OGI Infrastructure Telecom (pte) Ltd.
By:
Title:
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Bamna Holdings Ltd.
By:
Title:
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Xxxxx Xxxxxx
By:
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Xxxxxxx and Xxxxx Xxxxx
By:
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[SIGNATURE PAGE 2 OF 9 OF AMENDMENT TO SHAREHOLDERS' AGREEMENT]
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IN WITNESS WHEREOF, the Parties have signed this Amendment to Shareholders' Agreement as of the date first hereinabove set forth.
THE SHAREHOLDERS:
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Xxxxxx Xxxxxxxx
By:
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X. Xxxxxx Ltd.
By:
Title:
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Mishor Dahan technologies Ltd.
By:
Title: |
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Tricko Xxxxx Ltd.
By:
Title:
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E.E.T. Holdings Ltd.
By:
Title:
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00000 Xxxxxx Ltd.
By:
Title: |
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Anfield Ltd.
By:
Title:
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Xxxxx Xxxxxxxx
By:
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Xxxxxx Xxxxx
By:
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Xxx Xxxx
By:
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Xxxxxxx Xxxxxx
By:
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Xxxx Xxxxx III
By:
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ARZ Chemicals Ltd.
By:
Title: |
Collace Services Ltd.
By:
Title: |
Xxxx Xxxxx
By:
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Xxxxxx X. XxXxxxxx Xx.
By:
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Xxxxxxxxx Xxxxx
By:
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Xxxx Xxxxxxx
By:
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Xxxx Xxxx
By:
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Tal & Xxxxxx Xxxxxxx
By:
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Xxxxxxx Ciral
By:
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Moshit & Xxx Xxxxx
By:
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Xxxxx Xxxxx
By:
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Xxxxx Xxxxxxxx
By:
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[SIGNATURE PAGE 3 OF 9 OF AMENDMENT TO SHAREHOLDERS' AGREEMENT]
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IN WITNESS WHEREOF, the Parties have signed this Amendment to Shareholders' Agreement as of the date first hereinabove set forth.
THE SHAREHOLDERS:
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Xxxx Xxxxxxx
By:
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XxXxx X. Xxxxxxxx
By:
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Xxxx Xxxxxx and Xxxxx Xxxxxx JTWROS
By:
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D. Xxxxxx Xxxxxx
By:
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MPI 2008
By:
Title:
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Red Car Group
By:
Title:
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Xxx Xxxxxx
By:
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Xxxxxxxx & Xxxxxxx Xxxxx JTWROS
By:
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Xxxxxx Xxxxx Xxxxxxxx
By:
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Xxxxx Xxxxx
By:
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Xxxxxx Xxxxxxxx
By:
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Emigrant Alternative Investments LLC
By:
Title:
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Xxxxxx Xxxxxxx
By:
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Xxxxxx X. Xxxxxxxx
By:
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Xxxxxxx X. Xxxxx
By:
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E. Xxxxx Xxxxxxx Irrevocable Family Trust
By:
Title:
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Xxxx X Xxxxxxx Irrevocable Family Trust (together with
Xxxxx Xxxxxxx Irrevocable Family Trust)
By:
Title:
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Xxxxxxxx X. Xxxxxx Separate Property Trust Est. 1-14-88, Xxxxxxxx X. Xxxxxx, Trustee
By:
Title: |
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Xxxx Xxxx
By:
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Xxxxxx Xxxxxxx
By:
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Xxxxxx and Xxxxx Xxx Trust u/a/d 3/3/2004
By:
Title:
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[SIGNATURE PAGE 4 OF 9 OF AMENDMENT TO SHAREHOLDERS' AGREEMENT]
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IN WITNESS WHEREOF, the Parties have signed this Amendment to Shareholders' Agreement as of the date first hereinabove set forth.
THE SHAREHOLDERS:
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Xxxxxxxx Xxxxxxx
By:
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Xxxx Xxxxxxxx
By:
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Xxxxx Xxxxxxx
By:
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Moked Ituran Ltd.
By:
Title:
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Xxxxxxx Bybabyov
By:
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Sid Black
By:
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Xxxx Xxxxxx
By:
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Xxxxxx X. Xxx
By:
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Eddo Dinstein
By:
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Xxxxx Xxxxx
By:
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Xxxxxxx Xxxxxx
By:
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Xxxx Xxxxxx
By:
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Xxxx Xxxxx
By:
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Xxxx Xxxxx
By:
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Xxxxxx Xxxxxxxx
By:
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Xxxxxxx (Xxxxx) and Xxxxx Xxxxxxxx
By:
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Xxxxxxxxx Xxx Supplemental Needs Trust u/a/d 3/3/2004
By:
Title:
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Xxxxx XxXxxxxxx
By:
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Xxxxx Xxxxxx
By:
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Xxxxxxx X. Xxxxxx Separate Property Trust Est. 1-14-88, Xxxxxxx X. Xxxxxx, Trustee
By:
Title:
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Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx, as joint tenants
By:
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[SIGNATURE PAGE 5 OF 9 OF AMENDMENT TO SHAREHOLDERS' AGREEMENT]
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IN WITNESS WHEREOF, the Parties have signed this Amendment to Shareholders' Agreement as of the date first hereinabove set forth.
THE SHAREHOLDERS:
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Xxxx Xxxxxx
By:
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Xxxxxxxx Xxxxxxxxxxx
By:
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Xxxxxxxx Xxxxx
By:
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Xxx Eilat
By:
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Xxxxx Xxxxxx
By:
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Xxxxx Xxxxxx
By:
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Xxxxx Nachmias
By:
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Xxxxx Xxxxxx
By:
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Ilan Eilat
By:
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Helios Investments Pte Limited
By:
Title:
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Xxxx Xxxxxxxx
By:
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[SIGNATURE PAGE 6 OF 9 OF AMENDMENT TO SHAREHOLDERS' AGREEMENT]
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IN WITNESS WHEREOF, the Parties have signed this Amendment to Shareholders' Agreement as of the date first hereinabove set forth.
LENDERS WHO ARE NOT SHAREHOLDERS:
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Shanghai Fosun Pharmaceutical Group Co. Ltd.
By: _________________________
Name: _________________________
Title: _________________________
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Xxxxxx Xxxxxxx
By: _________________________
Name: _________________________
Title: _________________________
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Bart Superannuation Pty Ltd.
By: _________________________
Name: _________________________
Title: _________________________
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Xxx Xxxxxxxx
By: _________________________
Name: _________________________
Title: _________________________
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Avraham Kuzitsky
By: _________________________
Name: _________________________
Title: _________________________
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DPC Big Bay Properties Trust
By: _________________________
Name: _________________________
Title: _________________________
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Xxxxxxx Xxxxx
By: _________________________
Name: _________________________
Title: _________________________
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Xxxxxx Zaworbach
By: _________________________
Name: _________________________
Title: _________________________
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Minrav Holdings Ltd.
By: _________________________
Name: _________________________
Title: _________________________
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Xxxxx Xxxxx
By: _________________________
Name: _________________________
Title: _________________________
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[SIGNATURE PAGE 7 OF 9 OF AMENDMENT TO SHAREHOLDERS' AGREEMENT]
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IN WITNESS WHEREOF, the Parties have signed this Amendment to Shareholders' Agreement as of the date first hereinabove set forth.
LENDERS WHO ARE NOT SHAREHOLDERS:
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H.M.L.K Financial Consulting Ltd.
By: _________________________
Name: _________________________
Title: _________________________
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Capital Point Ltd.
By: _________________________
Name: _________________________
Title: _________________________
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Xxxxx Xxxxx
By: _________________________
Name: _________________________
Title: _________________________
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Xxxx Xxxxxxx
By: _________________________
Name: _________________________
Title: _________________________
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Xxxx Mor- Business & Financial Consulting Ltd.
By: _________________________
Name: _________________________
Title: _________________________
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Xxxxx Xxxxxxx
By: _________________________
Name: _________________________
Title: _________________________
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Xxx Xxxxxxxx
By: _________________________
Name: _________________________
Title: _________________________
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Dor Xxxxxxxxxx
By: _________________________
Name: _________________________
Title: _________________________
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Everest Fund L.P.
By: _________________________
Name: _________________________
Title: _________________________
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Harmony (Ben Dov) Ltd.
By: _________________________
Name: _________________________
Title: _________________________
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[SIGNATURE PAGE 8 OF 9 OF AMENDMENT TO SHAREHOLDERS' AGREEMENT]
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IN WITNESS WHEREOF, the Parties have signed this Amendment to Shareholders' Agreement as of the date first hereinabove set forth.
LENDERS WHO ARE NOT SHAREHOLDERS:
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Red Car Group
By: _________________________
Name: _________________________
Title: _________________________
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Xxxxx Xxxxxxx
By: _________________________
Name: _________________________
Title: _________________________
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[SIGNATURE PAGE 9 OF 9 OF AMENDMENT TO SHAREHOLDERS' AGREEMENT]
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