Exhibit 10.29
AMENDMENT 2
to the
Shareholders Agreement
This Amendment 2 (the "Amendment") to the Shareholders Agreement executed
between Ambient Corporation (the "Company") and Bernard Wolff ("Bernie") and
dated 31 December 1999, as amended (the "Agreement"), is effective as of August
10, 2000 (the "Effective Date").
W I T N E S S E T H
WHEREAS, the Parties have agreed to amend and modify certain terms of the
Agreement and
Now Therefore, in consideration of the mutual promises contained herein,
the Parties agree as follows:
1. All terms of the Agreement not specifically amended as hereinafter set forth
shall remain in full force and effect. Upon the effectiveness of this Amendment
No. 2 to the Agreement, all references to the "Agreement" shall include and be
deemed to refer to the Amended Agreement.
2. A Section 2.1.1 shall be added as follows:
Michael Braunold is hereby irrevocably designated as Ambient's designee to
the Board continuously and during such times as Ambient is a holder of all
or a portion of the Proportionate Share. In the event of the disability of
Michael Braunold as defined in the Company's Articles of Association,
Ambient shall have the right to appoint an alternative to act as Chairman
of the Board in accordance with the Articles of Association.
3. Section 2.2 is deleted in full and the following shall be substituted
therefor:
Michael Braunold is hereby irrevocably appointed by Ambient Corporation as
the Chairman of the Board of the Company.
Bernie is hereby appointed as Chief Executive Officer/ General Manager of
the Company.
4. Section 2.9 shall be added as follows:
Ambient hereby irrevocably constitutes and appoints Michael Braunold, with
full power of substitution, attorney and proxy to vote all the shares of
the Company held by Ambient in all Company shareholder meetings
continuously and during such times as Ambient is a holder of all or a
portion of the Proportionate Share. In the exercise of the proxy Michael
Braunold shall be entitled to exercise his judgment and discretion. In
furtherance hereof, Ambient shall, as requested by any party hereto or
Michael Braunold from time to time or otherwise required form time to
time, deliver to Michael Braunold its irrevocable proxy without
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restrictions or limitation for specific shareholder meetings.
5. Section 8.16 shall be added as follows:
Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance
with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Ambient Corporation
s/ Michael Braunold s/ Bernie Wolff
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by: Bernie Wolff
Kliks.com Ltd.
s/ Bernie Wolff
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