EXHIBIT 7
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(1) RADA ELECTRONIC INDUSTRIES LIMITED
(2) HORSHAM ENTERPRISES LIMITED
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SHARE CALL OPTION EXIT AGREEMENT
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Solicitors
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THIS OPTION AGREEMENT is made the day of ▇▇▇▇
▇ ▇ ▇ ▇ ▇ ▇ N:-
(1) RADA ELECTRONIC INDUSTRIES LIMITED whose registered office is situated at
12 Medinat Hayehudin Street, P O Box 2059, Hezliya B, Israel, (the
"Grantor"); and
(2) HORSHAM ENTERPRISES LIMITED a company existing and operating under the laws
of the British Virgin Islands whose registered office is at Columbus Centre
Building, Wickams Cay Road, Road Town, Tortola, British Virgin Islands (the
"Grantee").
1. Interpretation
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1.1. In this Agreement unless the context otherwise requires the following
words and expressions shall bear the meaning set opposite them:-
"A" Shares" means such "A" Ordinary Shares of $1 each of
the JVC which shall from time to time be
registered in the name of the Grantee and/or
the Grantees Associates;
"Condition Precedent" means the meaning assigned to the term in the
Share Option Agreement;
"Consideration" means the total consideration to be paid by the
Grantor to the Grantee as calculated in
accordance with Clause 3.1 upon the completion
of the Option;
"JVC" means NEW REEF HOLDINGS LIMITED, a company
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existing and operating under the laws of the
British Virgin Islands whose registered office
is at Columbus Centre Building, Wickams Cay
Road, Road Town, Tortola, British Virgin
Islands.
"Grantees Associates" means such person, company or other entity that
the Grantee shall nominate from time to time to
subscribe for or hold "A" Shares in accordance
with the JVC's Articles of Association;
"JVC Agreement" means the agreement dated 11 October 1996 made
between the Grantee (1) and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ (2), the JVC (3), KST Corp (4) and the
Grantee (5);
"Long Stop Date" means the meaning ascribed to the term in the
Share Option Agreement;
"Market Value" means the average of all closing values for the
purchase of each Rada Share on NASDAQ on the 10
working days prior to the date upon which the
Grantor exercised the Share Option;
"Option" means the right granted pursuant to Clause 2.1
for the Grantee to call for the Grantor to
elect for either itself
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and/or the JVC to purchase the Option Shares
from the Grantee or the Grantees Associates
upon the Grantee exercising the Option;
"Option Period" means the period of 7 years from the date of
the JVC Agreement;
"NASDAQ" and "NASDAQ means the definitions ascribed to such
Regulations" terms in the JVC Agreement;
"Rada Shares" means Ordinary Shares of 0.002 NIS (New
Israeli Shekels) each of the Grantor which
are for the time being quoted on NASDAQ;
"Share Option Agreement" means the share option agreement dated 11
October 1996 made between the Grantor (1)
and the Grantee (2) a copy of which is
attached hereto in Part 1 of the Schedule as
varied, modified and altered in accordance
with a Deed of Amendment made between the
Grantor and the Grantee a copy of which is
set out in Part 2 of the Schedule;
"Share Option" means the option set out in the Share Option
Agreement;
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"working days" means those days of the year on which Rada
Shares are traded on NASDAQ.
1.2 References to statutory provisions shall be construed as references to
any statutory modification or re-enactment thereof (whether before on
or after the date hereof) for the time being in force and to any
former statutory provision replaced (with or without modification) by
the provision referred to and shall include all statutory instruments
or orders from time to time made pursuant thereto.
1.3 References to persons shall include references to bodies corporate and
unincorporated associations to the singular shall include references
to the plural and vice versa and to the masculine shall include
references to the feminine and neuter and vice versa.
1.4 References to Clauses and the Schedule are to Clauses and the Schedule
of this Agreement.
1.5 The headings in this Agreement and the use of underlining are included
for convenience only and shall not affect the interpretation or
construction of this Agreement.
2. Option for the Grantee to call for the Grantor and/or the JVC to purchase
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the "A" Shares
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2.1 In consideration of the sum of one dollar ($1) paid by the Grantee to
the Grantor (receipt of which is acknowledged by the Grantor) the
Grantor grants to the Grantee subject to Clause 2.2 the right
exercisable at any time during the Option Period to call subject to
Clause 2.3 for the Grantor to elect for either itself and/or the JVC
to purchase the Option Shares in accordance with the terms and
conditions of this Agreement.
2.2 The Option shall be exercisable only if the Grantee has validly
exercised the Share
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Option and the Grantor and the Grantee have been unable to fulfil the
Condition Precedent by the Long Stop Date or if the Grantor has failed
to complete the Share Option Agreement upon the fulfilment of the
Condition Precedent by the latest day provided for the completion of
the Share Option in the Share Option Agreement (in which case the
exercise of the Option by the Grantee shall be without prejudice to
any other right or remedy of the Grantee under the Share Option
Agreement).
2.3 The Grantee may only elect for the JVC to purchase that portion of the
"A" Shares the JVC is legally able to purchase (following the passing
of appropriate resolutions of the Company to authorize such purchase)
in cash by way of a legally valid purchase of own shares at the date
for completion of the Option as determined in accordance with Clause
2.5. The Grantee hereby acknowledges and agrees that it shall be
responsible for purchasing that portion of the "A" Shares the JVC is
unable or unwilling to purchase as at completion.
2.4 The Option shall be exercisable at any time during the Option Period,
by notice in writing served upon the Grantor.
2.5 The parties shall be bound to complete the sale and purchase of the
"A" Shares as soon as reasonably practical but in any event not later
than one month after the date of service of the notice of exercise (or
on the next succeeding working day if completion would otherwise fall
on a non-working day).
3. Calculation of the Consideration
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3.1 The total consideration for the sale of "A" Shares by the Grantor to
the Grantee shall be
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applying the Market Value, a sum equal to the aggregate value of each
Rada Share the Grantee would have been entitled to receive (applying
the calculation for the exchange of the "A" Shares into Rada Shares
set out in clause 3 of the Share Option Agreement) upon the completion
of the Share Option Agreement if the Grantor and the Grantee had been
able to complete the Share Option by the Long Stop Date following the
fulfilment of the Condition Precedent; or
4. Completion
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4.1 Completion of the sale of the "A" Shares to the Grantor shall take
place at the offices of the JVC's Solicitors or at such other place as
the parties shall mutually agree not later than 3:00 pm on the
relevant date.
4.2 At Completion the Grantee shall deliver to the Grantor:
4.2.1 a validly constituted transfer to transfer the "A" Shares to
the Grantor
4.2.2 The Grantee's and/or the Grantees Associates share certificate
for the "A" Shares.
4.4 The Grantee shall procure that upon the "A" Shares being transferred
to the Grantor that the Grantor is approved and registered as the
member of the JVC holding the "A" Shares
5. Grantor's warranties
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5.1 The Grantor warrants to the Grantee that:-
5.1.1 the Grantor has and will have full power and authority to grant
the Option upon the terms and conditions of this Agreement;
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5.1.2 the Grantor has obtained all necessary consents of its members,
directors and NASDAQ to enter into and complete this Agreement;
5.1.3 this Agreement complies in all respect with the NASDAQ
Regulations and that the Grantor is not aware of any proposals
by any competent authority to alter, vary or modify any NASDAQ
Regulations;
5.1.4 None of the NASDAQ Regulations will directly or indirectly
apply so as to abrogate, vary, modify or otherwise render void
or voidable any of the terms and conditions of this Agreement;
5.1.5 No rule of Israeli law or rule of law of New York State or of
the United States of America will directly or indirectly apply
so as to abrogate, vary, modify, alter or otherwise render void
or voidable any of the terms and conditions of this Agreement;
5.1.6 The Grantor is lawfully able to enter into this Agreement;
5.1.7 The Grantor will issue and be responsible for issuing all
notices, circulars, resolutions, and press releases which are
required to be issued by NASDAQ Regulations upon:-
5.1.7.1 the Grantor and Grantee entering into this Agreement;
5.1.7.2 the Grantee serving a notice on the Grantor exercising
the Option;
5.1.7.3 Completion of the Option.
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5.2 Each of the Warranties contained in each sub-clause of Clause 5.1
shall be separate and independent.
5.3 The Warranties contained in each sub-clause of Clause 5.1 shall
continue in full force and effect at and after the execution of this
Agreement.
6. Value of Rada Shares
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The Grantor will provide to the Grantee upon request written details of the
closing value for the purchase of each Rada Share for any particular
previous days' trading on NASDAQ. A statement issued by the Grantor stating
the closing value of Rada Shares for any particular previous days trading
(in the absence of manifest error) shall be conclusive evidence as to the
closing purchase value of Rada Shares.
7. Entire Agreement
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This Agreement represents the entire agreement between the parties in
relation to the subject matter. No variation to this Agreement shall be
effective unless in writing and signed by or on behalf of each of the
parties hereto.
8. No Waiver
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No waiver of any breach of this Agreement, whether by conduct or otherwise,
nor any failure forbearance or delay in exercising any rights or remedies
in relation thereto shall be deemed a waiver of any such breach nor shall
it prevent any part from subsequently taking any action or
9. Announcements
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No announcement concerning the matters herein provided for or referred to
or any ancillary
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matter shall be made by any party hereto other than as required by law or
the NASDAQ Regulations without the prior approval of the other parties
hereto (such approval not to be unreasonably withheld or delayed).
10. Notices
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Any notice required to be given by any party hereto or to any other shall
be deemed validly served if delivered by hand or sent by first class
prepaid letter through the post or by facsimile to the address of the party
to be served herein given or (being a company) the registered office of
such party for the time being and any notice so served at the time of
delivery or (as the case may be) transmission and any notice so served
through the post shall be deemed to have been served forty eight hours
after the time it was posed and in proving such service it shall be
sufficient to prove that the notice was properly delivered, transmitted or
(as the case may be) addressed prepaid and posted.
11. Proper Law
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This Agreement and the documents to be entered into as provided herein
shall be governed and construed in accordance with English Law and the
parties hereto submit to the non-exclusive jurisdiction of the English
Courts.
12. Counterparts
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12.1 This Agreement may be executed in any number of counterparts, and by
the parties hereto on separate counterparts, but in the case shall not
be effective until each party has executed at least one counterpart.
12.2 Each counterpart shall constitute the original of this Agreement, but
all the counterparts
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shall together constitute one and the same instrument.
IN WITNESS whereof the parties have hereunto set their hands the day and year
first before written.
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