EX-4.10 6 exhibit_4-10.txt EXHIBIT 4.10 AMENDMENT TO THE SHARE SALES AND OPTIONS AGREEMENT AND THE SHAREHOLDERS' AGREEMENT ENTERED AND SIGNED IN TEL AVIV ON THE DAY OF THE 21ST OF MAY, 2008 BETWEEN: BENTAL INVESTMENTS COOPERATIVE AGRICULTURAL SOCIETY LTD. Cooperative Society No. 570043372 Kibbutz Marom Golan (Hereinafter: "BENTAL") ON THE ONE PART; AND: TAT TECHNOLOGIES LTD. Public Company No. 520035791 P.O. Box 80, Gedera 70750 (Hereinafter: "TAT") ON THE SECOND PART; AND: TAT INDUSTRIES LTD. Private Company No.520032830 P.O. Box 80, Gedera 70750 (Hereinafter: "TAT INDUSTRIES") ON THE THIRD PART; (TAT Industries and TAT Technologies will hereinafter be called together: "TAT") (TAT and Bental will hereinafter be called together: "THE SHAREHOLDERS") AND: BENTAL INDUSTRIES LTD. Private Company No. 511911760 Kibbutz Marom Golan 12436 (Hereinafter: "THE COMPANY") ON THE FOURTH PART; WHEREAS TAT and Bental engaged in a share sales and options agreement on March 27, 2008 (hereinafter: "SALES AGREEMENT"); AND WHEREAS the shareholders and the Company engaged in a shareholders' agreement on May 21, 2008 (hereinafter: "SHAREHOLDERS' AGREEMENT"); AND WHEREAS the parties wish to amended the Sales Agreement and Shareholders' Agreement according to the said this Agreement below; NOW THEREFORE IT IS DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. In clause 8.3 of the Shareholders' Agreement, the words "NOT IN PROPORTION TO THEIR HOLDINGS" that appear in the second line of the said clause, will be erased. 2. In clause 9.5.3 of the Company's new Articles of Association (attached to the Sales Agreement as Appendix 13.1.4), the words ""NOT IN PROPORTION TO THEIR HOLDINGS" that appear in the third line of the said clause, will be erased. 3. Subject to the amendments that appear in this Agreement, all the provisions of the Sales Agreement and the Shareholders' Agreement will continue to apply and will fully bind the parties for every issue and matter. IN WITNESS THEREOF THE PARTIES HAVE HEREUNTO SIGNED IN THE PLACE AND DATE INDICATED ABOVE: Signed with stamp: Signed with stamp: Signed with stamp: TAT TECHNOLOGIES LTD. BENTAL INVESTMENTS TAT INDUSTRIES LTD. P.O. BOX 80, GEDERA COOPERATIVE AGRICULTURAL P.O. BOX 80, GEDERA 70750 TEL: 08-8595411 SOCIETY LTD. TEL: 08-8595411 FAX: 08-8592831 PRIVATE COMPANY: 570043372 FAX: 08-8592831 TAT TECHNOLOGIES LTD. BENTAL INVESTMENTS COOPERATIVE TAT INDUSTRIES LTD. AGRICULTURAL SOCIETY LTD. Signed with stamp: Bental Industries Ltd. Bental Industries Ltd. 2