EXHIBIT 4
SHAREHOLDERS AGREEMENT
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Made and entered into on the 26th day of November 1997, among and between
Horsham Enterprises Limited ("Horsham") of Columbus Centre Building, Wickams
Cay, Road Town, Tortola, British Virgin Islands, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of 12 Medinat
Hayaudim Hertzliya B ▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇") and ▇▇▇▇ ▇▇▇▇▇▇▇▇ of 12 Medinat
Hayaudim Hertzliya B ▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇").
WHEREAS: The parties hereto are shareholders in Rada Electronics Enterprises
Limited ("Rada"); and
WHEREAS: The parties hereto are desirous of entering into this Agreement in
order to ensure the continuity and stability of the business of Rada
and the good management and operation of its affairs,
NOW THEREFORE IN CONSIDERATION of the MUTUAL COVENANTS and ON THE TERMS AND
CONDITIONS HEREINAFTER APPEARING, THE PARTIES HERETO AGREE as follows:
1. The parties hereto hereby agree to pool together the voting rights
conferred by the shares held by them respectively so that at any general
meeting of Rada, whether annual, ordinary or extraordinary, the parties, or
their proxies, shall vote in all matters according to the recommendations
of the Board.
2. The parties hereby acknowledge that they will exercise the voting rights as
aforesaid to their best judgment in the interests of Rada with a view to
achieve, inter alia;
(a) that Rada's affairs will be properly managed;
(b) that Rada will adopt a dividend policy whereby an annual distribution
of dividend will be assured provided that the Board, at its full
discretion, deems Rada has enough cash available to enable it to
distribute such dividends.
(c) that any new research and development of new product or plan shall not
be carried out without the prior express approval of the Board of
Directors.
3. It is hereby further agreed that Horsham shall be entitled to have at any
one time two of its nominees as Directors in Rada. The parties hereto
shall take all measures in order to achieve such election.
4. The parties hereto shall make their best endeavors to achieve that Rada
shall engage Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ as ▇▇▇▇'▇ business
consultants in the Far East and that each of them shall be granted by Rada
an option to purchase, by way of allotment, 30,000 shares in Rada at a
discount of 20% of the Market Price (as hereinafter
1.
defined) of Rada's shares on the date of grant of the relevant option. Such
options shall be valid for a period of 10 years.
For the purpose of this Section 4, "Market Price" shall mean the average
closing bid price of Rada's shares on the five (5) trading days immediately
preceding the date of grant of the relevant option.
5. The parties hereby confirm that neither of them shall be liable for any
error of judgment nor for any act or omission, nor for anything which it
may do or refrain from doing in good faith, nor shall it bear any
accountability hereunder except for wilful misconduct.
6. This Agreement shall be governed by, and construed in accordance with,
Israeli law and the parties hereto hereby agree to the jurisdiction of the
competent Courts of the City of Tel-Aviv.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS AS OF
THE DAY AND YEAR FIRST ABOVE WRITTEN.
HORSHAM ENTERPRISES LTD. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇.▇. ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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2.