Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each Ordinary Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) of to commence, a tender or exchange offer (other than a Permitted Offer) the if, upon consummation of which thereof, such Person would result in any become an Acquiring Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such the dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”), ) (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares Common Stock of the Company registered in the names of the holders thereof of such Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares Common Stock of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, sendsend at the Company’s expense) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesCommon Stock, in substantially the form of attached hereto as Exhibit B hereto (the “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of Ordinary Shares Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the balances indicated in the book-entry account system registered holders of Common Stock of the transfer agent for Company shall also be the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names holders of the holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for Ordinary Shares Common Stock of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Ordinary Shares shares of the Company Common Stock represented therebyby such certificate. (c) Rights shall be issued in respect of all Ordinary Shares shares of Common Stock of the Company issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date and Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall be evidenced by have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legends: (i) Confirmation form: This certificate also evidences and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle entitles the holder thereof hereof to certain Rights as set forth in a Rights Agreement between the Corporation National Fuel Gas Company and Continental Stock Transfer & Trust Company Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of January June 12, 2009 1996, as may be amended or restated from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationNational Fuel Gas Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relatescertificate. The Corporation National Fuel Gas Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to beneficially owned by an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisableAfter the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, and shall be void so long as held, by a holder the reference to this Agreement in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until legend shall mean the earliest of Agreement as so supplemented or amended. Until the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Common Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until . The failure to print the foregoing legend on any such Ordinary Shares so purchased by Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the Company are again outstandingapplication or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by of, or of the first public announcement of the intention of any Person to commence, a tender or exchange offer the consummation of which would result in any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or Company, any entity holding Ordinary Common Shares of the Company for or pursuant to the terms of any such plan, or any trustee, administrator, or fiduciary of such a plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Common Shares of the Company aggregating 15% or more of the then outstanding Ordinary Common Shares of the Company (including in either case any such date which is after the date of this Agreement and prior to the issuance of the Rights) (Payment Date; the earlier of such dates being herein referred to as the “"Distribution Date”"; provided, however, that if the tenth day or Business Day, as the case may be, after the pertinent date occurs before the Record Date, "Distribution Date" shall mean the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “"Right Certificate”"), evidencing one Right for each Ordinary Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (other than a Permitted Offer) which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (, the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each Ordinary Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.prepaid

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth calendar day after the Shares Acquisition Date or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by by, or first public announcement of the intent of any Person (in each case other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares shares of Common Stock of the Company for or pursuant to the terms of any such plan) of to commence, a tender or exchange offer (other than a Permitted Offer) offer, the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) an Acquiring Person (the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the “"Distribution Date”"), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company Common Stock registered in the names of the holders thereof (which certificates also shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yB) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, execute and the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postagepostage pre-prepaid paid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificatecertificate, in substantially the form of set forth in Exhibit A B attached hereto (a “"Right Certificate”"), evidencing representing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced represented solely by such Right Certificates. (b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesPreferred Stock, in substantially the form of set forth in Exhibit B C attached hereto (the “"Summary of Rights”"), by first-class, postagepostage pre-prepaid paid mail, to each record holder of Ordinary Shares Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares shares of the Company Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced represented by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof thereof, together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. (c) Rights shall be issued in respect of all Ordinary Shares shares of Common Stock issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date and Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall be evidenced by the following legends: (i) Confirmation and account statements sent have impressed on, printed on, written on or otherwise affixed to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear them the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle "This certificate also evidences and entitles the holder thereof hereof to certain Rights as set forth in a Shareholder Rights Agreement between the Xxxx-Xxxx Realty Corporation and Continental Stock Transfer & Trust Company ChaseMellon Shareholder Services, LLC, dated as of January 12July 6, 2009 as may be amended from time to time 1999 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Xxxx-Xxxx Realty Corporation. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relatescertificate. The Xxxx-Xxxx Realty Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly charge, after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisable." After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, and shall be void so long as held, by a holder the reference to this Agreement in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until legend shall mean the earliest of Agreement as so supplemented or amended. Until the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced Common Stock represented by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates legend shall be evidenced represented by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented thereby. In the event that the Company purchases or acquires any Ordinary Shares shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until . The failure to print the foregoing legend on any such Ordinary Shares so purchased by Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the Company are again outstandingapplication or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary the Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined) and the registered holders of the Common Shares shall be deemed to be the registered holders of the associated Rights, and (yii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Ordinary Shares of the Company. underlying Common Shares. (b) As soon as practicable after the Company has notified the Rights Agent in writing of the occurrence of the Distribution Date, the Company will prepare prepare, sign and executedeliver to the Rights Agent, and the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary the Common Shares of the Company as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), Certificates evidencing one Right (subject to adjustment as provided herein) for each Ordinary Common Share so held. As If an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Common Shares in issue as of the Record Date or issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the Expiration Date. In addition, in connection with the issuance of Common Shares following legends: (i) Confirmation the Distribution Date and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) prior to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Company (i) shall, with respect to Common Shares so issued (x) pursuant to the exercise of any share options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights associated in connection with the Ordinary Shares such issue; provided that no such Right Certificate shall be evidenced issued if, and to the extent that, (i) the Company shall be advised by counsel that such Ordinary Shares alone and registered holders issuance would create a significant risk of Ordinary Shares material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall also be the registered holders otherwise have been made in lieu of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Sharesissue thereof. (iid) In Certificates for the case of certificated shares, certificates for Ordinary Common Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) issued after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between On Track Innovations Ltd. (the “Corporation”) ADT Limited and Continental Stock Transfer & Trust CompanyCitibank, as Rights Agent, N.A. dated as of January 12November 6, 2009 as may be amended from time to time 1996 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices registered office of the CorporationCompany. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or may expire. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Person and/or any or an Affiliate or Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder exerciseable for securities in any jurisdiction where if the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, jurisdiction shall not have been obtained or be obtainable. With respect to obtained, such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company exercise therefor shall not be entitled to exercise any Rights associated with the Ordinary Shares permitted under applicable law or a registration statement in respect of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstandingsecurities shall not have been declared effective.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on (i) the tenth day after the Shares Stock Acquisition Date or (or ii) such later date date, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company Company, or any entity or trustee holding Ordinary Common Shares of the Company for or pursuant to the terms of any such planplan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity or trustee holding Common Shares for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced attach to (subject to the provisions of Section 3(b) hereof) the Common Shares (whether in book-entry, certificated or uncertificated form) issued and outstanding, and the Rights will be owned by the balances indicated in the book-entry account system registered holder of the transfer agent for the Ordinary Common Shares registered in the names of the holders thereof (which Ordinary Shares shall also and will not be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not evidenced by separate Right Certificates, Certificates and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each Ordinary Common Share so held, subject, in the case of Common Shares held in uncertificated form on the Distribution Date, to the rights provided by law to a registered pledgee whose security interest has been duly registered with the Company. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Preferred Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mailC hereto, to any record holder of Ordinary Shares Rights who requests a copy of may so request from time to time prior to the Summary of Rights, at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for Ordinary Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates and the balances indicated in the book-entry account system registered holders of the transfer agent for Common Shares shall also be the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names holders of the holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares in respect of the Company outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented therebysuch Common Shares. (c) Rights shall be issued in respect of all Ordinary Common Shares which are issued in certificated form (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary certificates representing such Common Shares shall also be deemed have impressed on, printed on, written on or otherwise affixed to represent certificates for Rights) shall bear them substantially the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle This certificate also evidences and entitles the holder thereof hereof to certain Rights rights as set forth in a Rights Agreement between Xerium Technologies, Inc. (the Corporation “Company”) and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time the Rights Agent thereunder (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relatescertificate. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights AgreementUNDER CERTAIN CIRCUMSTANCES, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisableAS DEFINED IN THE RIGHTS AGREEMENT), and shall be void so long as heldINCLUDING SUCH RIGHTS HELD BY A SUBSEQUENT HOLDER, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainableMAY BECOME NULL AND VOID. With respect to Ordinary such certificates of Common Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Common Shares represented thereby. (d) Rights shall be issued in respect of all Common Shares which are issued in book-entry or uncertificated form (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date, and confirmations and account statements sent to holders of Common Shares in book-entry form and initial transaction statements relating to the registration, pledge or release from pledge of Common Shares in uncertificated form shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: The Common Stock, par value $0.001 per share, of Xerium Technologies, Inc. (the “Company”) to which this statement relates also evidences and entitles the holder thereof to certain rights as set forth in a Rights Agreement between the Company represented therebyand the Rights Agent thereunder (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Company will mail to the holder of the shares to which this statement relates and any registered pledgee of uncertificated shares a copy of the Rights Agreement without charge after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT), INCLUDING SUCH RIGHTS HELD BY A SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to Common Shares in book-entry form for which there has been sent a confirmation or account statement and Common Shares in uncertificated form for which there has been sent an initial transaction statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, the Rights associated with such Common Shares shall be evidenced by such Common Shares alone, and the registration of transfer or pledge, or the release from pledge, of any such Common Shares shall also constitute the registration of transfer or pledge, or the release from pledge, as the case may be, of the Rights associated with such Common Shares. (e) In the event that the Company purchases or acquires any Ordinary Common Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of Distribution Date (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary certificates representing Common Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the record holders thereof (which certificates representing Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates), and together with a copy of the Summary of Rights, (yii) the right to receive Right Certificates will Rights shall be transferable only in connection with the transfer of Ordinary the underlying Common Shares, and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. (b) As promptly as practicable after the Record Date, the Company shall send a copy of a Summary of Rights to Purchase Preferred Shares in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date. (c) Rights shall be issued by the Company in respect of all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between FRP Properties, Inc. and First Union National Bank, dated as of May 5, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of FRP Properties, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. FRP Properties, Inc. will mail to the holder of this Certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) As soon promptly as practicable after the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, shall countersign and the Company will shall send or cause to be sent (and the Rights Agent willshall, if requested, send) ), by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each Ordinary Common Share so held, subject to adjustment. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of tenth (i10th) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as ; the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates or book entry, and (y) the Rights Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Common Shares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each Ordinary Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary herein, the Company may choose to use book entry in lieu of physical certificates, in which case “Rights Certificates” shall be deemed to mean the uncertificated book entry representing the related Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.such

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors Directors, with the concurrence of the Company prior to such time as any Person becomes an Acquiring PersonAudit Committee, shall determine) after the date of the commencement by any Person of (other than within the Companymeaning of Rule 14d-2 under the Exchange Act), any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person's becoming an Acquiring Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates referred to in clauses (i) and (ii) of this Section 3(a) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares Shares. The Board of Directors may defer the date set forth in clause (ii) of the Companypreceding sentence to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors, with the concurrence of the Audit Committee. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)hereto, evidencing one Right for each Ordinary Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On At the Record Date, or as soon as practicable thereafterrequest of any holder of Ordinary Shares, the Company will send or cause to be sent a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of attached hereto as Exhibit B hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent such certificates for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be Certificates issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired certificates issued upon transfer or exchange of Ordinary Shares referred to in the last sentence of this paragraph (c)Shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, or written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Bonus Rights Agreement between On Track Innovations Lumenis Ltd. and the Rights Agent thereunder (the “Corporation”) and Continental Stock Transfer & Trust Company, as "Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Lumenis Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. The Corporation Lumenis Ltd. will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforthereof. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an Acquiring Person and/or Persons or any Affiliate or Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of commencement of, or first public announcement of the commencement by intent of any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares shares of the Company Common Stock for or pursuant to the terms of any such plan) of to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions provision of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares shares of the Company Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A hereto (a “"Right Certificate”"), evidencing one Right for each Ordinary Share share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record DateMay 16, 1996 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesCommon Stock, in substantially the form of attached hereto as Exhibit B hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares Common Stock as of the Close of Business on the Record DateMay 16, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights1996, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares shares of the Company Common Stock outstanding as of the Record DateMay 16, 1996, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares shares of the Company Common Stock outstanding on the Record DateMay 16, 1996, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares shares of the Company Common Stock represented thereby. (c) Rights shall be Certificates issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date May 16, 1996 but prior to the earliest earlier of the Distribution Date, Date or the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such representing shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.form:

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Company, any employee benefit or stock ownership plan or of the Company or intention of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company Person (other than an Exempt Person) to commence (which intention to commence remains in effect for or pursuant to the terms of any three Business Days after such planannouncement) of a tender or exchange offer (other than a Permitted Offer) offer, the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares shares of the Company Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares shares of Common Stock. The Company shall give the Rights Agent written notice of the CompanyDistribution Date as promptly as practicable thereafter. As soon as practicable after the Distribution DateDate and receipt of written notice of the Distribution Date from the Company, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the expense of the Company, send) send by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares shares of the Company Common Stock as of the Close of Business on the Distribution Date, or, with respect to shares of Common Stock so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such shares of Common Stock on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)B, evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustments as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesRights, in substantially the form of attached hereto as Exhibit B hereto C (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares shares of Common Stock as of the Close Opening of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares shares of the Company Common Stock outstanding as of the Opening of Business on the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights attached thereto). Until the Distribution Date (or the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares shares of Common Stock outstanding on the Company outstanding Opening of Business on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares shares of the Company Common Stock represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares shares of Common Stock which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Opening of Business on the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date or the Final Expiration Date; provided, however, that Rights may be issued with respect to shares of Common Stock that become outstanding after the Distribution Date and prior to the earlier of the Redemption Date, the Exchange Date and the Final Expiration Date in accordance with Section 22 of this Agreement. Certificates for shares of Common Stock issued after the Opening of Business on the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares shares of Common Stock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between On Track Innovations Ltd. TII Industries, Inc. (the “Corporation”"Company") and Continental Stock Transfer & Xxxxxx Trust Companyand Savings Bank, as Rights Agent, dated as of January 12May 15, 2009 as may be amended from time to time 1998 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge after promptly following receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an beneficially owned by Acquiring Person and/or any Associate and/or Affiliate thereof Persons or Associates or Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing bearing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shares of the Company Common Stock represented by such certificates shall be evidenced by such certificates alone, with or without the foregoing legend, and registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates, with or without the foregoing legend, shall also constitute the transfer of the Rights associated with the Ordinary Shares shares of the Company Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares shares of Common Stock after the Company after Opening of Business on the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of but in no event later than the Company prior to tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Ordinary Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule 14d-2(a) of a the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such the dates being herein referred to as in clauses (i) or (ii), the “Distribution Date”; provided, that if the foregoing results in the Distribution Date being prior to the Record Date, the Distribution Date shall be the Record Date), without giving effect to any restrictions set forth in the Articles of Incorporation, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof of the Common Stock (which Ordinary Shares certificates for Common Stock shall also be deemed also to represent be Right Certificates) or, for Common Stock held in book-entry accounts, through the case of certificated shares, the certificates for Ordinary Shares direct registration service of the Company registered Company’s transfer agent by such book-entry accounts (together with a direct registration transaction advice or such other notification as the Board of Directors in the names of the holders thereof (which certificates shall also be deemed its discretion may determine with respect to be Right Certificates) such shares), and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of the CompanyCommon Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and (i) send, if requestedat the expense of the Company, send) by first-first class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A hereto (a the “Right Certificate”), evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such Rights to such holder. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates or book-entry credits. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions of this Agreement that reference Right Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Right Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Right Certificate may be placed on the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such Rights. The absence of specific language regarding book-entry accounts and credits in any provision of this Agreement shall not be interpreted to mean that the foregoing sentence is not applicable as appropriate to such provision. (b) On the Record Date, or as As soon as practicable thereafterafter the Record Time, the Company will send make a copy summary of a Summary the terms of the Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, available to each record any holder of Ordinary Shares as of Rights who may so request from time to time prior to the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the CompanyExpiration Time. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent such certificates for the Ordinary Shares or, in the case of certificated shares, such certificates Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. With respect to Common Stock held in book-entry accounts outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights attached theretowill be held in book-entry accounts and represented by the related transaction advice or such other notification as the Board of Directors in its discretion may determine and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for the Common Stock or book-entry accounts holding Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate or held in such book-entry accounts. (c) Rights shall be Certificates for the Common Stock issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall be evidenced by have impressed, printed or written on or otherwise affixed to them a legend in substantially the following legends: (i) Confirmation form: This certificate also evidences and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle entitles the holder thereof hereof to certain Rights as set forth in a the Shareholder Protection Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12_________, 2009 as may be amended from time to time 20___ between Post Holdings, Inc., a Missouri corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agreement”), as it may from time to time be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relatescertificate. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an or held by Acquiring Person and/or any Associate and/or Affiliate thereof Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in Each book-entry form account for which there has been sent a confirmation such Common Stock that shall so become outstanding or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) transferred or exchanged after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall have impressed onalso be deemed to include the associated Rights, printed on, written on and the direct registration transaction advice or otherwise affixed such other notification as the Board of Directors in its discretion may determine with respect to them such shall bear a legend in substantially the following legendform: This certificate Each security covered by this [advice/ownership statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in an the Shareholder Protection Rights Agreement between On Track Innovations Ltd. Post Holdings, Inc., a Missouri corporation (the “CorporationCompany”) ), and Continental Stock Transfer & Computershare Trust Company, N.A. (the “Rights Agreement”), as Rights Agent, dated as of January 12, 2009 as it may be amended from time to time (the “Agreement”)be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate[direct registration transaction advice/ownership statement]. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of this certificate hereof a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an or held by Acquiring Person and/or any Associate and/or Affiliate thereof Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates or direct registration transaction advices containing the foregoing legend, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date, the Redemption Date or the Final Expiration DateRights), the Rights associated with the Ordinary Shares of the Company Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or held in such book-entry accounts (together with the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shares) alone, and the surrender for transfer of any of such certificate certificates, whether by transfer of physical certificates or book-entry transfer, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates or direct registration transaction advices. In the event that the Company purchases or acquires any Ordinary Shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding. Notwithstanding this Section or otherwise, until such Ordinary Shares so purchased by the Company are again outstandingomission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth calendar day after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) of to commence, a tender or exchange offer (other than a Permitted Offer) the if, upon consummation of which thereof, such Person would result in any become an Acquiring Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such the dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”), ) (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, at the Rights Agent will countersignCompany’s expense, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesCommon Stock, in substantially the form of attached hereto as Exhibit B hereto (the “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of Ordinary Shares Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the balances indicated in registered holders of Common Stock shall also be the book-entry account system registered holders of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. (c) Rights shall be issued in respect of all Ordinary Shares shares of Common Stock issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date and (as such term is defined in Section 7), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall be evidenced by the following legends: (i) Confirmation and account statements sent have impressed on, printed on, written on or otherwise affixed to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear them the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle This certificate also evidences and entitles the holder thereof hereof to certain Rights as set forth in a Rights Agreement between the Corporation National Fuel Gas Company and Continental Stock Transfer & Trust Company Marine Midland Bank (subsequently known as HSBC Bank USA) dated as of January June 12, 2009 1996, as may be amended or restated from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationNational Fuel Gas Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relatescertificate. The Corporation National Fuel Gas Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to beneficially owned by an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisableAfter the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, and shall be void so long as held, by a holder the reference to this Agreement in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until legend shall mean the earliest of Agreement as so supplemented or amended. Until the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced Common Stock represented by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until . The failure to print the foregoing legend on any such Ordinary Shares so purchased by Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the Company are again outstandingapplication or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Companyof, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary first public announcement of the Company or any entity holding Ordinary Shares intention of the Company for or pursuant such Person to the terms of any such plan) of commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) an Acquiring Person (the earlier of such dates being herein referred to as the “"Distribution Date”", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “"Right Certificate”"), evidencing one Right (subject to adjustment as provided herein) for each Ordinary Share share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesShares of Preferred Stock, in substantially the form of Exhibit B C hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares Common Stock as of the Close of Business on the Record Date, at the address Date (other than any Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of RightsAcquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Distribution Date (or or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or delivered from the Company’s treasuryissuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth provided in the Rights AgreementSection 22 hereof, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of after the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates . Certificates issued for Ordinary Shares which become outstanding Common Stock (including, without limitation, reacquired Ordinary Shares referred to in the last sentence upon transfer of this paragraph (c)outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between On Track Innovations Ltd. The Houston Exploration Company (the “Corporation”"Company") and Continental Stock Transfer & Trust CompanyThe Bank of New York, as Rights Agent, dated as of January August 12, 2009 2004 and as may be amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued owned by or transferred to any Person who is or becomes an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be and certain transferees thereof will become null and void. The Rights shall not void and will no longer be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainabletransferable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Ordinary Shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), until such Ordinary Shares so purchased by the Company are again outstandingomission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until From the Close of Business on March 30, 2007 until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; Date, or (ii) the Close of Business on the tenth (10th) Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (by any Person, other than a Permitted Offeran Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if, upon consummation of which would result in any thereof, such Person becoming could become the Beneficial Owner of Ordinary Shares of the Company aggregating 1520% or more of the then outstanding Ordinary Shares shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated certificates (whether in the book-entry account system of the transfer agent electronic or physical form) for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares Common Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates (whether in electronic or physical form), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of Common Stock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit A hereto (a “the "Right Certificate”Certificates"), evidencing one Right for each Ordinary Share share of Common Stock of the Company so held, subject to adjustment as provided herein. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On To the Record Dateextent applicable, with respect to certificates (whether in electronic or as soon as practicable thereafter, physical form) for the Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the balances indicated in the book-entry account system Common Stock of the transfer agent for Company on or until the Ordinary Shares orDistribution Date (or the earlier redemption, in the case of certificated shares, such certificates registered in the names expiration or termination of the Rights), and the registered holders thereof together with a copy of the Summary Common Stock of Rights attached theretothe Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for Ordinary Shares the Common Stock of the Company outstanding on prior to the Record Date, with or without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Ordinary Shares Common Stock of the Company represented therebyby such certificate. (c) Rights shall be Certificates (whether in electronic or physical form) for the Common Stock of the Company issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date Date, but prior to the earliest of the Distribution Date, the Redemption Date, Exchange Date or the Final Expiration Date and Date, shall be evidenced by the following legends: (i) Confirmation and account statements sent deemed also to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) , and shall bear a legend, substantially in the following legendform set forth below: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle This certificate also evidences and entitles the holder thereof hereof to certain Rights as set forth in a Shareholder Rights Agreement between the Rogers Corporation and Continental Stock Registrar and Transfer & Trust Company Compaxx (xx any successor thereto), as Rights Agent, dated as of January 12February 22, 2009 2007, as may be amended amended, restated, renewed, supplemented or extended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Rogers Corporation and the Corporationstock transfer administrxxxxx office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Rogers Corporation may redeem the shares Rights at a redemxxxxx price of $0.01 per Right, subject to which this statement relatesadjustment, under the terms of the Rights Agreement. The Rogers Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates xxxxxxicate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an or held by Acquiring Person and/or any Associate and/or Affiliate thereof Persons (as such terms are defined in the Rights Agreement) or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for qualification, if any, to the issuance to such holder, or the exercise by such holder holder, of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend and any other certificates representing shares of Common Stock of the Company issued prior to the Record Date (regardless of whether they contain a legend referring to the existence of any prior shareholder rights agreement or no such legend), the Rights associated with the Common Stock of the Company represented by any such certificates shall be evidenced by such certificates until the earliest of the Distribution Date, the Redemption Date, Exchange Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares Common Stock of the Company represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares Common Stock of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of Common Stock of the Company which are no longer outstanding, until such Ordinary Shares so purchased by . The failure to print the foregoing legend on any certificate (whether in electronic or physical form) representing Common Stock of the Company are again outstandingor any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of Distribution Date (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary certificates representing Common Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the record holders thereof (which certificates representing Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates), and together with a copy of the Summary of Rights, (yii) the right to receive Right Certificates will Rights shall be transferable only in connection with the transfer of Ordinary the underlying Common Shares, and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. (b) As promptly as practicable after the Record Date, the Company shall send a copy of a Summary of Rights to Purchase Preferred Shares in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date. (c) Rights shall be issued by the Company in respect of all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Florida Rock Industries, Inc. and First Union National Bank, dated as of May 5, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Florida Rock Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. Florida Rock Industries, Inc. will mail to the holder of this Certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) As soon promptly as practicable after the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, shall countersign and the Company will shall send or cause to be sent (and the Rights Agent willshall, if requested, send) ), by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each Ordinary Common Share so held, subject to adjustment. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine; provided that if such determination occurs on or after the date of the Company prior to an Adverse Change of Control, then such time as any Person becomes an Acquiring Persondate may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-4(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any beneficial ownership by a Person becoming the Beneficial Owner (other than an Exempt Person) of Ordinary Shares of the Company aggregating 1510% or more of the then outstanding Ordinary Common Shares of the Company (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, or, with respect to Common Shares so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Common Shares on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)B, evidencing one Right for each Ordinary Common Share so held, subject to adjustments as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i), at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesRights, in substantially the form of attached hereto as Exhibit B hereto C (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of Ordinary Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates for Common Shares registered in the names of the holders thereof (together with a copy of the Summary of Rights attached theretoRights). Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Common Shares which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Redemption Distribution Date. Certificates for Common Shares issued after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between On Track Innovations Ltd. South Jersey Industries, Inc. (the “Corporation”"Company") and Continental Stock Transfer The Farmers & Trust CompanyMerchants National Bank of Bridgeton, as Rights Agent, dated as of January 12September 20, 2009 as may be amended from time to time 1996 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge after promptly following receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an beneficially owned by Acquiring Person and/or any Associate and/or Affiliate thereof Persons or Associates or Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing bearing the foregoing legend, until the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Shares of the Company represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Common Shares of the Company after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of but in no event later than the Company prior to tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Ordinary Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) is commenced within the meaning of Rule 14d-2(a) of a the rules and regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares Voting Power of the Company aggregating 15% or more of the then outstanding Ordinary Shares Voting Power of the Company (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of the CompanyCommon Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution DateDate and provided the Rights Agent with all necessary information, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A B hereto (a “the "Right Certificate”"), evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesSeries AA Preferred Stock, in substantially the form of Exhibit B C hereto (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Ordinary Shares the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent such certificates for the Ordinary Shares or, in the case of certificated shares, such certificates Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. (c) Rights shall be Certificates for the Common Stock issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall be evidenced by have impressed, printed or written on, or otherwise affixed to them a legend substantially to the following legends: (i) Confirmation effect: This certificate also evidences and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle entitles the holder thereof hereof to certain Rights as set forth in a Rights Agreement dated as of November 22, 2000, between Ribozyme Pharmaceuticals, Inc. (the Corporation "Company") and Continental American Stock Transfer & Trust Company dated (the "Rights Agreement"), as of January 12, 2009 as it may be amended from time to time (the “Rights Agreement”)be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relatescertificate. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an or held by Acquiring Person and/or any Associate and/or Affiliate thereof Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date, the Redemption Date or the Final Expiration DateRights), the Rights associated with the Ordinary Shares of the Company Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of but in no event later than the Company prior to tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Ordinary Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule 14d-2(a) of a the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company Voting Power aggregating 15% or more of the then outstanding Ordinary Shares of the Company Voting Power (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of the CompanyCommon Stock, as more fully set forth below. As soon as practicable after the Company has (i) notified the Rights Agent in writing of the occurrence of the Distribution Date, (ii) provided the Rights Agent with specific written instruction, and (iii) provided the Rights Agent with all other relevant information which the Rights Agent may request, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-first class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A B hereto (a “the "Right Certificate”"), evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Until the Rights Agent receives written notice of the Distribution Date from the Company, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesPreferred Stock, in substantially the form of Exhibit B C hereto (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Ordinary Shares the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent such certificates for the Ordinary Shares or, in the case of certificated shares, such certificates Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. (c) Rights shall be Certificates for the Common Stock issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall be evidenced by have impressed, printed or written on, or otherwise affixed to them a legend substantially to the following legends: (i) Confirmation effect: This certificate also evidences and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle entitles the holder thereof hereof to certain Rights as set forth in a Rights Agreement between SCS Transportation, Inc. (the Corporation "Company") and Continental Stock Transfer & Trust Company dated Mellon Investor Services LLC (or any successor thereto), as of January 12Rights Agent, 2009 as it may be amended from time to time be supplemented or amended (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relatescertificate. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an or held by Acquiring Person and/or any Associate and/or Affiliate thereof Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date, the Redemption Date or the Final Expiration DateRights), the Rights associated with the Ordinary Shares of the Company Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; Date, or (ii) the Close of Business on the tenth Business Day day (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to this clause (ii) may be determined by action of made at any time during the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonSpecial Period) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any if upon consummation thereof, such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which Person would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) become an Acquiring Person, (the earlier of such dates (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Common Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof Common Shares (which certificates for Common Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Ordinary the underlying shares of Common Shares of (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent Agent, will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary the Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares, a Right Certificate, in substantially the form of Exhibit A B hereto (a the “Right CertificateCertificates”), evidencing one Right for each Ordinary Common Share of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share of the Company has been made pursuant to Section 11(o) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates, and the Rights will be transferable only separately from the transfer of Common Shares. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, or as soon as practicable thereafter, the Company will send has sent a copy of a Summary of Rights to Purchase Ordinary Preferred Shares, in substantially the form of Exhibit B C hereto (the “Summary of Rights”), by first-first class, postage-prepaid mail, to each record holder of Ordinary Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the books and records of the CompanyCompany or the transfer agent or registrar for the Common Shares. At any time following the Record Date, the The Company will shall send a copy of the Summary of Rights, by first-class, postage-prepaid mail, Rights to any record holder of Ordinary Shares Rights who requests a copy of may so request the Summary of Rights, at same from time to time prior to the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for Ordinary the Common Shares outstanding prior to the Close of the Company outstanding as of Business on the Record Date, until Date or issued subsequent to the Distribution Record Date, the Rights will be evidenced by such certificates for the balances indicated in Common Shares on or until the book-entry account system Distribution Date (or the earlier redemption, expiration or termination of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered Rights) in the names of the holders thereof together with a copy thereof, and the registered holders of the Summary Common Shares of Rights attached theretothe Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on certificates for the Record Date, with or without a copy of the Summary of Rights attached thereto, Common Shares shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented therebyby such certificate. (c) (i) Rights shall be issued in respect of all Ordinary Common Shares which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date Date, but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and Plan Termination Date. Certificates representing such Common Shares shall be evidenced by the following legends: (i) Confirmation and account statements sent deemed also to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) , and shall bear a legend, substantially in the following legendform set forth below: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle This certificate also evidences and entitles the holder thereof hereof to certain Rights rights as set forth in a Rights Agreement between the Corporation Xxxxxx Xxxxxx International Inc. and Continental Stock Transfer & Trust Company ChaseMellon Shareholder Services, L.L.C.) and dated as of January 12July 31, 2009 1997 (as the same may be amended amended, supplemented or otherwise modified from time to time (time, the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Xxxxxx Xxxxxx International Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Xxxxxx Xxxxxx International Inc. will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to .” If such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company were issued after the Record Date but prior and have not been updated to the Distribution Datereflect this Agreement, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company foregoing legend shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstandinghave been amended to reflect this Agreement.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Share Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein hereinafter referred to as the “Distribution Date”), ) (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares registered in the names of the holders thereof (thereof, which certificates of Ordinary Shares shall also be deemed also to represent Right Certificates) be certificates for Rights (or, in the case of certificated shareswith respect to Ordinary Shares not represented by certificates, the certificates for Ordinary Shares Rights related thereto will be evidenced by notation on the records of the Company registered evidencing ownership of such Ordinary Shares), and, in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and each case, not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Ordinary Shares of the Companyevidencing such Rights. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested to do so by the Company and provided with all necessary information and documents, in form, format and substance satisfactory to the Rights Agent, send) by first-class, insured, postage-prepaid mailsuch means as the Company shall select (or direct the Rights Agent to use in a written notice), to each record holder of Ordinary Shares of the Company as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, the transfer agent or the registrar for the Ordinary Shares (and if the Rights Agent is not the transfer agent or registrar for the Ordinary Shares, the Company shall promptly provide such information to the Rights Agent in a form, format and substance satisfactory to the Rights Agent) a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each Ordinary Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Preferred Shares, in substantially the form of Exhibit B C hereto (the “Summary of Rights”), by first-class, postage-prepaid mailsuch means as the Company shall select, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address Date (other than any Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of RightsAcquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company (or Book Entry Ordinary Shares) outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof (or such Book Entry shares) together with a copy of the Summary of Rights attached theretoRights. Until the Distribution Date (or or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company (or any Book Entry Ordinary Shares) outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued or disposed of (including, without limitation, upon transfer or delivered from the Company’s treasuryexchange or disposition of Ordinary Shares out of treasury or issuance or reissuance of Ordinary Shares out of authorized but unissued share capital) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: Distribution Date. Certificates issued for Ordinary Shares (i) Confirmation and account statements sent to holders including, without limitation, upon transfer of outstanding Ordinary Shares, disposition of Ordinary Shares in book-entry form (which out of treasury or issuance or reissuance of Ordinary Shares out of authorized but unissued share capital) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall also be deemed have impressed on, printed on, written on or otherwise affixed to represent certificates for Rights) shall bear them a legend in substantially the following legendform: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle This certificate also evidences and entitles the holder thereof hereof to certain Rights as set forth in a Rights Agreement between Theravance Biopharma, Inc. (the Corporation “Company”) and Continental Stock Transfer & Trust Company Computershare Inc., as Rights Agent, dated as of January 12, 2009 2014 and as may be amended amended, supplemented, restated, extended or renewed from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail (or cause the Rights Agent to mail) deliver to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued owned by or transferred to any Person who is or becomes an Acquiring Person and/or any or Affiliate or Associate and/or Affiliate thereof (as such those terms are defined in the Rights Agreement) may be and certain transferees thereof will become null and voidvoid and will no longer be transferable. The Rights shall not be exercisableWith respect to any Book Entry Ordinary Shares, and a legend in substantially the form of the foregoing shall be void so long as held, by included in a holder in any jurisdiction where notice to the requisite qualification for the issuance to such holder, or the exercise by such record holder of the Rights such shares in such jurisdiction, shall not have been obtained or be obtainableaccordance with applicable law. With respect to such certificates containing a legend in substantially the foregoing legendform of the foregoing, or any notice delivered to the holders of Book Entry shares in accordance with the preceding sentence, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or otherwise acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding. Notwithstanding this paragraph (c), until neither the omission of a legend nor the failure to deliver the notice of such Ordinary Shares so purchased by legend required hereby shall affect the Company are again outstandingenforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after Business Day following the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth fifteenth (15th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such the time as any Person becomes an Acquiring Person) after the date of the commencement on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Ordinary Shares of organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of a tender or exchange offer (other than a Permitted OfferRule 14d-2(a) of the Rules, if upon consummation of which thereof, such Person would result in any Person becoming be the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the Common Shares then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates (i) and (ii) being herein referred to as the “Distribution "Separation Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of Common Shares. The Company must promptly notify the CompanyRights Agent in writing and request the transfer agent to provide a shareholders list. As soon as practicable after the Distribution Date, the Company will prepare Rights Agent receives such written notice and executeshareholders list, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Separation Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit A hereto (a “Right Certificate”)B hereto, evidencing one Right for each Ordinary Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesSeries A Preferred Stock, in substantially the form of attached hereto as Exhibit B hereto C (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of Ordinary Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Common Shares of the Company outstanding as of the Record Date, until the Distribution Separation Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof thereof, together with a copy of the Summary of Rights attached thereto, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earliest of the earlier of Separation Date, the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Certificates for Common Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Separation Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PFSWEB, INC. AND CHASEMELLON SHAREHOLDERS SERVICES, L.L.C. DATED AS OF JUNE 8, 2000 (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”THE "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationTHE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PFSWEB, INC. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. PFSWEB, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisableWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstandingMAY BECOME NULL AND VOID.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; Date, or (ii) the Close of Business on the tenth (10th) Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (by any Person, other than a Permitted Offeran Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if, upon consummation of which would result in any thereof, such Person becoming could become the Beneficial Owner of Ordinary Shares of the Company aggregating 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the then outstanding Ordinary Shares shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares Common Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of Common Stock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company’s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit A hereto (a the “Right CertificateCertificates”), evidencing one Right for each Ordinary Share share of Common Stock of the Company so held, subject to adjustment as provided herein. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the balances indicated in the book-entry account system Common Stock of the transfer agent for Company on or until the Ordinary Shares orDistribution Date (or the earlier redemption, in the case of certificated shares, such certificates registered in the names expiration or termination of the Rights), and the registered holders thereof together with a copy of the Summary Common Stock of Rights attached theretothe Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for Ordinary Shares the Common Stock of the Company outstanding on prior to the Record Date, with or without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Ordinary Shares Common Stock of the Company represented therebyby such certificate. (c) Rights shall be Certificates for the Common Stock of the Company issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date Date, but prior to the earliest of the Distribution Date, the Redemption Date, Exchange Date or the Final Expiration Date and Date, shall be evidenced by the following legends: (i) Confirmation and account statements sent deemed also to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) , and shall bear a legend, substantially in the following legendform set forth below: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle This certificate also evidences and entitles the holder thereof hereof to certain Rights as set forth in a Shareholder Rights Agreement between the Corporation Washington Trust Bancorp, Inc. and Continental American Stock Transfer & Trust Company (or any successor thereto), as Rights Agent, dated as of January 12August 17, 2009 2006, as may be amended amended, restated, renewed, supplemented or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Washington Trust Bancorp, Inc. and the Corporationstock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Washington Trust Bancorp, Inc. may redeem the shares Rights at a redemption price of $0.01 per Right, subject to which this statement relatesadjustment, under the terms of the Rights Agreement. The Corporation Washington Trust Bancorp, Inc. will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an or held by Acquiring Person and/or any Associate and/or Affiliate thereof Persons (as such terms are defined in the Rights Agreement) or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for qualification, if any, to the issuance to such holder, or the exercise by such holder holder, of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares Common Stock of the Company represented by such certificates shall be evidenced by such certificates aloneuntil the earliest of the Distribution Date, Redemption Date, Exchange Date or Final Expiration Date, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares Common Stock of the Company represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares Common Stock of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of Common Stock of the Company which are no longer outstanding, until such Ordinary Shares so purchased by . The failure to print the foregoing legend on any certificate representing Common Stock of the Company are again outstandingor any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier (the earlier of such dates being herein referred to as the “Distribution Date”) of (i) the Close of Business on the tenth day Business Day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (iii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company Company, or any entity holding Ordinary Common Shares of the Company for or pursuant to the terms of any such planplan to the extent such entity is so acting with the approval or consent of the Company) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan to the extent such entity is so acting with the approval or consent of the Company) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the Common Shares then outstanding Ordinary Shares of the Company (outstanding, including any such date which that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Shares. As soon as practicable after the Distribution Date, the Company shall promptly notify in writing the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Shares, provide the Rights Agent with the names and addresses of all record holders of Common Shares (together with all other necessary information), and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following (until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred), the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each Ordinary Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Common Shares, in substantially the form of Exhibit B C hereto (the “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of Ordinary Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will associated with the Common Shares represented by such certificates shall be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Certificates for Common Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which that become outstanding (including, without limitation, reacquired Ordinary Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between On Track Innovations Ltd. (the “Corporation”) Internet America, Inc. and Continental American Stock Transfer & Trust Company, as Rights Agent, dated as of January 12August 9, 2009 as may be amended from time to time 2004 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Internet America, Inc. Under certain circumstances, as set forth in the Rights Agreement, such the Rights (as defined in the Agreement) described therein will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Internet America, Inc. will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person and/or any Associate and/or Affiliate thereof (as such those terms are defined in the Rights Agreement) may be shall become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Common Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person acting in compliance with the CompanyGovernance Agreement, any Subsidiary of the Companyif applicable) of, any employee benefit or stock ownership plan or of the Company or first public announcement of the intention of any Subsidiary Person (other than any of the Company or any entity holding Ordinary Shares of Persons referred to in the Company for or pursuant preceding parenthetical) to the terms of any commence (unless such planPerson publicly announces within five (5) of Business Days that it no longer intends to commence), a tender or exchange offer (other than a Permitted Offer) the consummation of which would could result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such earlier date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, sendsend at the expense of the Company) by first-class, insured, postage-prepaid mailmail (or such other method of delivery selected by the Company), to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), Certificate evidencing one Right for each Ordinary Common Share so heldheld (subject to adjustment as provided in this Agreement). As of the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mailmail (or such other method of delivery selected by the Company), to each record holder of Ordinary Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At The Rights Agent will mail to any time following holder of the Record Date, the Company will send Right Certificates a copy of this Agreement without charge to the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy but at the expense of the Summary Company after receipt of Rights, at the address of such holder shown on the records of the Companya written request therefor. With respect to certificates for Ordinary Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented evidenced thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates Certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Common Shares which become outstanding (including, without limitation, reacquired Ordinary Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain rights (the "Rights") as set forth in an the Rights Agreement between On Track Innovations Ltd. (the “Corporation”) Continental Airlines, Inc. and Continental Stock Transfer & Harris Trust Company, as Rights Agentand Savings Bank, dated as of January 12Nxxxxxxr 20, 2009 1998 as it may be amended from time to time be amended or supplemented pursuant to its terms (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a reference. A copy of which the Rights Agreement is on file at the principal executive offices of the Corporation. Continental Airlines, Inc. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Harris Trust and Savings Bank will mail (or cause the Rights Agent to mail) to the holder txx xxxder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to rights beneficially owned by any Person who becomes an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be and certain other Persons shall become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Common Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company which that are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Common Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Common Shares of the Company aggregating 15% or more of the then outstanding Ordinary Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Common Shares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each Ordinary Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send make available upon request a copy of a Summary of Rights to Purchase Ordinary Preferred Shares, in substantially the form of Exhibit B C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, ) to each record holder of Ordinary Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates Certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Common Shares which become outstanding (including, without limitation, reacquired Ordinary Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) Xxxx Xxxx Technologies Corporation and Continental Stock Transfer & Trust Company, as Rights AgentNational City Bank, dated as of January 12July 31, 2009 2008, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Xxxx Xxxx Technologies Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Xxxx Xxxx Technologies Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights issued to beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Common Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors Directors, with the concurrence of the Company prior to such time as any Person becomes an Acquiring PersonAudit Committee, shall determine) after the date of the commencement by any Person of (other than within the Companymeaning of Rule 14d-2 under the Exchange Act), any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person's becoming an Acquiring Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates referred to in clauses (i) and (ii) of this Section 3(a) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares Shares. The Board of Directors may defer the date set forth in clause (ii) of the Companypreceding sentence to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors, with the concurrence of the Audit Committee. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)hereto, evidencing one Right for each Ordinary Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On At the Record Date, or as soon as practicable thereafterrequest of any holder of Ordinary Shares, the Company will send or cause to be sent a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of attached hereto as Exhibit B hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent such certificates for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be Certificates issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired certificates issued upon transfer or exchange of Ordinary Shares referred to in the last sentence of this paragraph (c)Shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, or written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Bonus Rights Agreement between On Track Innovations Lumenis Ltd. and the Rights Agent thereunder (the “Corporation”) and Continental Stock Transfer & Trust Company, as "Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Lumenis Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. The Corporation Lumenis Ltd. will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforthereof. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an Acquiring Person and/or Persons or any Affiliate or Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of but in no event later than the Company prior to tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer to acquire Corporation Securities by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Ordinary Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule 14d-2(a) of a the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer (other than a Permitted Offer) the consummation of which to acquire Corporation Securities would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such the dates being herein referred to as in clauses (i) or (ii), the “Distribution Date”)) without giving effect to restrictions set forth in the Articles of Incorporation, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered Common Stock, or by a current ownership statement issued with respect to uncertificated shares of Common Stock in the names lieu of the holders thereof such a certificate (an “Ownership Statement”) (which certificates for Common Stock or Ownership Statements shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of the CompanyCommon Stock, as more fully set forth below. As soon as practicable after the Company has (A) notified the Rights Agent in writing of the occurrence of the Distribution Date, (B) provided the Rights Agent with written instructions, and (C) provided or caused the Rights Agent to be provided with all other information (including mailing information) which the Rights Agent may reasonably request, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A B hereto (a the “Right Certificate”), evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Until the Rights Agent receives written notice of the Distribution Date from the Company, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On In connection with the Record Date, or as soon as practicable thereafteradoption of the Original Section 382 Rights Agreement, the Company will send sent a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), Preferred Stock by first-class, postage-postage prepaid mail, to each record holder of Ordinary Shares the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of RightsTime, at the address of such holder shown on the records of the Company. With respect to certificates or Ownership Statements for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent such certificates for the Ordinary Shares or, in the case of certificated shares, such certificates Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. (c) Rights shall be Certificates or Ownership Statements for the Common Stock issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall be evidenced by have impressed, printed or written on, or otherwise affixed to them a legend in substantially the following legends: (i) Confirmation form: This [certificate] [statement] also evidences and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle entitles the holder thereof hereof to certain Rights as set forth in a Section 382 Rights Agreement between Reinsurance Group of America, Incorporated (the Corporation “Company”) and Continental Stock Transfer & Trust Company dated Mellon Investor Services LLC (or any successor thereto), as of January 12Rights Agent, 2009 as it may be amended from time to time be supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates[certificate] [statement]. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates [certificate] [statement] a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an or held by Acquiring Person and/or any Associate and/or Affiliate thereof Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation such certificates or account statement Ownership Statements containing the foregoing legend, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date, the Redemption Date or the Final Expiration DateRights), the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Common Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates or Ownership Statements shall be evidenced by such certificates or Ownership Statements alone, and the surrender for transfer of any of such certificate or the transfer of any shares of Common Stock represented by such Ownership Statements, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates or Ownership Statements. In the event that the Company purchases or acquires any Ordinary Shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of but in no event later than the Company prior to tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Ordinary Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule 14d-2(a) of a the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company Voting Power aggregating 1520% or more of the then outstanding Ordinary Shares of the Company Voting Power (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of the CompanyCommon Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A hereto 7 (a “the "Right Certificate”"), evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesCommon Stock, in substantially the form of Exhibit B hereto (the “"Summary of Rights”"), by first-first- class, postage-postage prepaid mail, to each record holder of Ordinary Shares the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent such certificates for the Ordinary Shares or, in the case of certificated shares, such certificates Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. (c) Rights shall be Certificates for the Common Stock issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per shareredemption, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (expiration or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy termination of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the shall be deemed also to be certificates for Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as heldhave impressed, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, printed or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed written on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between On Track Innovations Ltd. Xxxxx Group, Inc. (the “Corporation”"Company") and Continental Stock Transfer & Boatmen's Trust CompanyCompany (the "Rights Agreement"), as Rights Agent, dated as of January 12, 2009 as it may be amended from time to time (the “Agreement”)be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may be redeemed, expire, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an or held by Acquiring Person and/or any Associate and/or Affiliate thereof Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date, the Redemption Date or the Final Expiration DateRights), the Rights associated with the Ordinary Shares of the Company Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth 10th day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Company Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit or stock ownership plan or of the Company Corporation or of any Subsidiary of the Company Corporation or any entity (including any trustee) holding Ordinary Common Shares of the Company Corporation for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Common Shares of the Company Corporation aggregating 15% or more of the then outstanding Ordinary Common Shares of the Company Corporation (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the certificates (or book-entry account system of the transfer agent credits) for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company Corporation registered in the names of the holders thereof (which certificates or book-entry credits shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Common Shares of the CompanyCorporation. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company Corporation as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one 1 Right for each Ordinary Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Ordinary Preferred Shares, in substantially the form of Exhibit B C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates (or book-entry credits) for Ordinary Common Shares of the Company Corporation outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereto or by such book-entry credits. Until the Distribution Date (or the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date, the Final Expiration Date or the Final Expiration Early Termination Date), the surrender for transfer of any certificate (or the transfer of any book-entry credit) for Ordinary Common Shares of the Company Corporation outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company Corporation represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued Certificates (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates credits) for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Common Shares which become outstanding (including, without limitation, reacquired Ordinary Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date, the Final Expiration Date or the Final Expiration Early Termination Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between On Track Innovations Ltd. (the “Corporation”) CBOT Holdings, Inc. and Continental Stock Transfer & Trust Company, as Rights AgentComputershare Investor Services LLC, dated as of January 12June 24, 2009 2005, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. CBOT Holdings, Inc. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation CBOT Holdings, Inc. will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights issued to beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall void and may not thereafter be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, exercised or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainabletransferred. With respect to such certificates (or book-entry credits) containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Shares of the Company Corporation represented by such certificates (or book-entry credits) shall be evidenced by such certificates (or book-entry credits) alone, and the surrender for transfer of any such certificate (or book-entry credit) shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company Corporation represented thereby. In the event that the Company Corporation purchases or acquires any Ordinary Common Shares of the Company Corporation after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company Corporation shall be deemed cancelled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company Corporation which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of tenth (i10th) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as ; the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates or book entry, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each Ordinary Common Share so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Ordinary Preferred Shares, in substantially the form of Exhibit B C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Common Shares as of the Close of Business on the Record Date, at the address Date (other than any Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rightsan Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Certificates for Common Shares issued (or delivered from the Company’s treasuryBook Entry Common Shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) CEC Entertainment, Inc. and Continental Stock Transfer & Computershare Trust Company, as Rights AgentN.A., dated as of January 1215, 2009 2014, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. CEC Entertainment, Inc. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation CEC Entertainment, Inc. will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights issued to that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person and/or any (as defined in the Agreement) or an Associate and/or or Affiliate thereof (each as such terms are defined in the Rights Agreement) may be become null and voidvoid and non-transferable. The Rights shall not be exercisableWith respect to any Book Entry Common Shares of the Company, and such legend shall be void so long as held, by included in the Ownership Statement in respect of such Common Share or in a holder in any jurisdiction where notice to the requisite qualification for the issuance to such holder, or the exercise by such record holder of the Rights such Common Share in such jurisdiction, shall not have been obtained or be obtainableaccordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Common Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company which are no longer outstanding. Notwithstanding this Section 3(c), until such Ordinary Shares so purchased by the Company are again outstandingomission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of but in no event later than the Company prior to tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Ordinary Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) is commenced within the meaning of Rule 14d-2(a) of a the rules and regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares Voting Power of the Company aggregating 15% or more of the then outstanding Ordinary Shares Voting Power of the Company (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of the CompanyCommon Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution DateDate and provided the Rights Agent with all necessary information (and if the Rights Agent is not also the transfer agent and registrar of Common Stock, provide the Rights Agent with the names and addresses of all record holders of Common Stock), the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A EXHIBIT B hereto (a “the "Right Certificate”"), evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesSeries AA Preferred Stock, in substantially the form of Exhibit B EXHIBIT C hereto (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Ordinary Shares the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent such certificates for the Ordinary Shares or, in the case of certificated shares, such certificates Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. (c) Rights shall be Certificates for the Common Stock issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall be evidenced by have impressed, printed or written on, or otherwise affixed to them a legend substantially to the following legends: (i) Confirmation effect: This certificate also evidences and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle entitles the holder thereof hereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12June 25, 2009 2001, between TriCo Bancshares (the "Company") and Mellon Investor Services LLC (the "Rights Agreement"), as it may be amended from time to time (the “Rights Agreement”)be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relatescertificate. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an or held by Acquiring Person and/or any Associate and/or Affiliate thereof Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date, the Redemption Date or the Final Expiration DateRights), the Rights associated with the Ordinary Shares of the Company Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, by any Person (other than the Company, any wholly-owned Subsidiary of the Company, or any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares shares of the Company Common Stock for or pursuant to the terms of any such plan) of ), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company Common Stock registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)B hereto, evidencing one Right for each Ordinary Share share of the Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesRights, in substantially the form of attached as Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mailC, to any record holder of Ordinary Shares Rights who requests a copy of may so request from time to time prior to the Summary of Rights, at the address of such holder shown on the records of the CompanyFinal Expiration Date. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares representing shares of the Company outstanding on the Record Date, with or without a copy Common Stock in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Ordinary Shares such shares of the Company represented therebyCommon Stock. (c) Rights shall be Certificates for the Common Stock issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between On Track Innovations Ltd. XXXXXX ENERGY, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY (the “Corporation”) and Continental Stock Transfer & Trust Company, as "Rights Agent"), dated as of January 12February 17, 2009 as may be amended from time to time 2006 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationXXXXXX ENERGY, INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Rights Agent will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares shares of the Company Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth calendar day after the Shares Acquisition Date (or, if the tenth calendar day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) of to commence, a tender or exchange offer (other than a Permitted Offer) the if, upon consummation of which thereof, such Person would result in any be an Acquiring Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced represented (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof Common Stock (which certificates for the Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, at the Rights Agent will countersignCompany's expense, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)B hereto, evidencing representing one Right for each Ordinary Share share of the Common Stock so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced represented solely by such Right Certificates. (b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesPreferred Stock, in substantially the form of attached hereto as Exhibit B hereto C (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Ordinary Shares Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced repre- sented by such certificates for Common Stock, and the balances indicated in the book-entry account system registered holders of the transfer agent for Common Stock shall also be the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names holders of the holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. (c) Rights shall be issued in respect of all Ordinary Shares shares of Common Stock issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date and (as such term is defined in Section 7), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall be evidenced by the following legends: (i) Confirmation and account statements sent have impressed on, printed on, written on or otherwise affixed to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear them the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle This certificate also represents and entitles the holder thereof hereof to certain Rights as set forth in a Rights Agreement between the Corporation TriNet Corporate Realty Trust, Inc. and Continental Stock Transfer & Xxxxxx Trust Company dated as of January 12, 2009 as may be amended from time to time and Savings Bank (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. TriNet Corporate Realty Trust, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced represented by separate certificates and will no longer be evidenced represented by the shares to which this statement relatescertificate. The Corporation TriNet Corporate Realty Trust, Inc. will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to beneficially owned by an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisableAfter the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, and shall be void so long as held, by a holder the reference to this Agreement in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until legend shall mean the earliest of Agreement as so supplemented or amended. Until the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced Common Stock represented by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates legend shall be evidenced represented by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. In the event that the Company purchases or acquires ac- quires any Ordinary Shares shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until . The failure to print the foregoing legend on any such Ordinary Shares so purchased by Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the Company are again outstandingapplication or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of Board) after the Company prior to such time as any Person becomes an Acquiring Person) ; Shares Acquisition Date or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement by of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) to commence, within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any beneficial ownership by a Person becoming the Beneficial Owner of Ordinary Common Shares of the Company aggregating representing 15% or more of the then total Voting Rights of all the outstanding Ordinary Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A B hereto (a “"Right Certificate”"), evidencing one Right for each Ordinary Share share of Common Stock so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bi) On Until the Record Date, or as soon as practicable thereafter, the Company will send a copy earliest of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. (cii) Rights shall be issued in With respect to certificates for Common Shares of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but Company outstanding immediately prior to the earliest of the Distribution Restatement Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall will be evidenced by such Ordinary certificates for Common Shares alone as legended pursuant to the terms of the Renewed Agreement, and the registered holders of Ordinary the Common Shares of the Company shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (iiiii) In the case of certificated shares, certificates Certificates for Ordinary Common Shares which become outstanding (including, without limitation, reacquired Ordinary Common Shares referred to in the last sentence of this the following paragraph (c)b) of this Section 3) on or after the Record Restatement Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an the Renewed Rights Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Genzyme Corporation & American Stock Transfer & Trust CompanyCompany (the "Rights Agreement"), as such Rights Agent, dated as of January 12, 2009 as Agreement may be amended from time to time (the “Agreement”)be amended and/or restated, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Genzyme Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Genzyme Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an beneficially owned by Acquiring Person and/or any Associate and/or Affiliate thereof Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of . (b) Until the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights each Right associated with the Ordinary Shares of the Company represented by such certificates each Common Share shall be evidenced by the stock certificate representing such certificates aloneCommon Share, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Common Shares of the Company on or after the Record Effective Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company which are no longer outstanding. (c) Notwithstanding the requirements of Section 3(c), until such Ordinary Shares so purchased by the Company are again outstandingomission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Companyan Exempt Person) of, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or first public announcement of the intention of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant Person (other than an Exempt Person) to the terms of any such plan) of commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would could result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such earlier date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Shares. As soon as practicable after the Company has notified the Rights Agent in writing of the occurrence of the Distribution Date, and if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following, the Company will prepare and execute, (and, if at such time, the Rights Agent is not also the Company's transfer agent, provide the Rights Agent with a list of stockholders (together with all other necessary information)), the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, sendsend at the expense of the Company) by first-class, insured, postage-prepaid mailmail (or such other method of delivery selected by the Company), to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), Certificate evidencing one Right for each Ordinary Common Share so heldheld (subject to adjustment as provided in this Agreement). Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On The Rights Agent will mail to any holder of the Record Date, or as soon as practicable thereafter, the Company will send Right Certificates a copy of this Agreement without charge to the holder (but at the expense of the company after receipt of a Summary of Rights written request therefor). With respect to Purchase Ordinary Sharescertificates representing Common Shares outstanding immediately following the Effective Time, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of until the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares of outstanding immediately following the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoEffective Time, shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented evidenced thereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all Ordinary Shares issued this paragraph (or delivered from the Company’s treasuryc)) after the Record Date Effective Time but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent have impressed on, printed on, written on or otherwise affixed to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear them substantially the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. This certificate also evidences and entitles the holder hereof to certain rights (the “Corporation”"Rights") entitle the holder thereof to certain Rights as set forth in a the Amended and Restated Rights Agreement between the Corporation ExpressJet Holdings, Inc., Mellon Investor Services LLC and Continental Stock Transfer & Trust Company Airlines, Inc., dated as of January 12_____________, 2009 2002 as it may be amended from time to time be amended or supplemented pursuant to its terms (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a reference. A copy of which the Rights Agreement is on file at the principal executive offices of the Corporation. ExpressJet Holdings, Inc. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Mellon Investor Services LLC will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to an that are or were acquired or beneficially owned by Acquiring Person and/or any Associate and/or Affiliate thereof Persons (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest Close of Business on the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Common Shares of the Company after the Record Date but prior to the Close of Business on the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company which that are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. 4828-6326-0367v.2 (a) Until From the earlier of (i) the Close of Business on date hereof until the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as , the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) ), or in the case of Common Shares held in uncertificated form, by the transaction statement or other record of ownership of such Common Shares, and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Ordinary Common Shares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested by the Company and provided with a shareholder list and all necessary or relevant information and documents, at the Company’s expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the CompanyCompany or the transfer agent(s) or registrar for Common Shares, a Right Certificate, Certificate in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right (subject to adjustment) for each Ordinary Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and the Rights shall be transferable only separately from the transfer of Common Stock. The Company shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may assume conclusively for all purposes that the Distribution Date has not occurred. (b) i. On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary SharesShares of Class A Common Stock, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. At any time following Company or the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Companytransfer agent(s) or registrar for Common Shares. With respect to certificates for Ordinary Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporationxx. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In Xx the case of certificated shares, certificates for Ordinary Common Shares which that become outstanding (including, without limitation, reacquired Ordinary Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date -6- 4828-6326-0367v.2 or the Final Expiration Date Date, the Company shall cause them to have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. The X.X. Xxxxxxxx Company and Computershare Inc. (the “Corporation”) and Continental Stock Transfer & Trust Company, as or any successor Rights Agent), dated as of January 12October 30, 2009 2020, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationThe X.X. Xxxxxxxx Company. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation X.X. Xxxxxxxx Company will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights issued to beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Common Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Common Shares of the Company which that are no longer outstanding. Notwithstanding this Section 3(c), until such Ordinary Shares neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights (so purchased by long as the Company rights, duties or responsibilities of the Rights Agent are again outstandingnot affected).

Issue of Right Certificates. (a) Until the close of business on the earlier of (i) the Close of tenth (10th) Business on Day after the Stock Acquisition Date and (ii) the tenth day after the Shares Acquisition Date (10th) Business Day (or such later date day as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than any Company Entity) of, or the Company, any Subsidiary first public announcement of the Company, any employee benefit or stock ownership plan or of the Company or intent of any Subsidiary of the Person (other than any Company or any entity holding Ordinary Shares of the Company Entity) to commence (which intention to commence remains in effect for or pursuant to the terms of any five (5) Business Days after such plan) of announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) an Acquiring Person (the earlier of such the dates referred to in clauses (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares shares of Common Stock registered in the names of the holders thereof of the shares of Common Stock (which Ordinary Shares certificates for shares of Common Stock shall also be deemed (other than for purposes of this Section 3 and any provision of this Agreement referring to represent Right the issuance of Rights Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection simultaneously and together with the transfer of Ordinary Shares the underlying shares of Common Stock. The Company shall give the Rights Agent prompt written notice of the CompanyDistribution Date. As soon as practicable after the Distribution Date, and receipt by the Rights Agent of written notice of the Distribution Date from the Company, subject to Section 7(e) hereof, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records expense of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each Ordinary Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares shares of Common Stock as of the Close close of Business business on the Record Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a right certificate, substantially in the records form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as herein provided. As of and after the Company. At any time following the Record Date, the Company will send a copy close of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown business on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced solely by such Right Certificates and may be transferred only by the balances indicated in the book-entry account system transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer agent of one or more shares of Common Stock. (b) With respect to certificates for shares of Common Stock outstanding as of the Ordinary Shares orRecord Date or issued prior to the Distribution Date, in until the case of certificated shares, Distribution Date the Rights will be evidenced solely by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares shares of Common Stock outstanding as of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Ordinary Shares shares of the Company Common Stock represented thereby. The Company will mail to any record holder of a Right (including, prior to the Distribution Date, a record holder of shares of Common Stock) a copy of this Rights Agreement, without charge, promptly after receipt of a written request therefor. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) shares of Common Stock that become outstanding after the Record Date and prior to the earlier of the Distribution Date and the Expiration Date, and all certificates for shares of Common Stock which become outstanding after the Record Date, but prior to the earliest earlier of the Distribution Date, Date and the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent have impressed on, printed on, written on or otherwise affixed to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear them substantially the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle This certificate also evidences and entitles the holder thereof hereof to certain Rights as set forth in a Rights Agreement between the Corporation Young & Rubicam Inc. and Continental Stock Transfer & Trust Company The Bank of New York, dated as of January 12May 1, 2009 1998, as it may be amended from time to time be supplemented or amended pursuant to its terms (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Young & Rubicam Inc. Under certain circumstances, circumstances as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relatescertificate. The Corporation Young & Rubicam Inc. will mail (or cause the Rights Agent to mail) to the registered holder of shares to which this statement relates certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth provided for in the Rights Agreement, Rights issued to or beneficially owned by any Person who is an Acquiring Person and/or any or an Affiliate or Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be or any subsequent holder of such Rights shall become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares shares of the Company Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.

Issue of Right Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the record holders thereof (thereof, which Ordinary Shares shall certificates representing shares of Common Stock also will be deemed to represent be Right Certificates) Certificates or, in the case of certificated shares, the certificates for Ordinary Shares of the Company uncertificated Common Stock registered in the names of the holders thereof book entry form (which certificates shall also be deemed to be Right Certificates) “Book Entry Shares”), by notation in book entry, and not by separate Right CertificatesCertificates (as hereinafter defined), and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, (yii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of Common Stock and (iii) the transfer of any shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. The Company has prepared a summary of the Rights substantially in the form of Exhibit B hereto, a copy of which is available free of charge upon written request to the Company. . (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will shall countersign, and the Company will shall send or cause to be sent (and the Rights Agent willshall, if requestedrequested and provided with all necessary information, send) ), by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), Certificates evidencing one Right (subject to adjustment as provided herein) for each Ordinary Share share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued by the Company in respect of all Ordinary Shares shares of Common Stock outstanding as of the Record Date or issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: Company (i) Confirmation shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and account statements sent (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that no such Right Certificate shall be issued if, and to holders the extent that (i) the Company shall be advised by counsel that such issuance would create a significant risk of Ordinary Shares material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in book-entry form lieu of the issuance thereof. (which Ordinary Shares d) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall also be deemed to represent be certificates for Rights) Rights and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Common Stock may from time to time be listed or quoted, or to conform to usage: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle This certificate also evidences and entitles the holder thereof hereof to certain Rights as set forth in a the Rights Agreement between Xxxx’x, Inc. and the Corporation and Continental Stock Transfer & Trust Company Rights Agent, dated as of January 1227, 2009 2011, as may be amended amended, restated, renewed, supplemented or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CorporationCompany. Under The Rights are not exercisable prior to the occurrence of certain circumstances, as set forth events specified in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Person and/or any or an Affiliate or Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares any Book Entry Shares, such legend shall be included in book-entry form for which there has been sent a confirmation or account statement containing notice to the foregoing legend, until the earliest record holder of such shares in accordance with applicable law. Until the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such Ordinary certificates and such Book Entry Shares alone alone, and registered holders of Ordinary Shares Common Stock shall also be deemed to be the registered holders of the associated Rights, and the surrender for transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates. In the event that If the Company purchases or otherwise acquires any Ordinary Shares shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares shares of the Company Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company which Common Stock that are no longer outstanding. Notwithstanding this Section 3(d), until such Ordinary Shares so purchased by the Company are again outstandingomission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any entity holding Ordinary Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (other than a Permitted Offer) which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (, the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Ordinary Shares of the CompanyCommon Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Ordinary Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each Ordinary Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Ordinary Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. (c) Rights shall be issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Ordinary Shares of the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares of the Company which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.in

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) ; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of but in no event later than the Company prior to tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Ordinary Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule 14d-2(a) of a the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company Voting Power aggregating 15% or more of the then outstanding Ordinary Shares of the Company Voting Power (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the “Distribution Date”), , (xb) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the balances indicated in the book-entry account system of the transfer agent certificates for the Ordinary Shares Common Stock registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares of the Company registered in the names of the holders thereof Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of Ordinary Shares the underlying shares of the CompanyCommon Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) ), by first-class, insured, postage-postage prepaid mail, to each record holder of Ordinary Shares of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A B hereto (a the “Right Certificate”), evidencing one Right for each Ordinary Share share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (bc) On the Record Date, or as soon as practicable thereafter, the Company will send sent a copy of a Summary of Rights to Purchase Ordinary SharesPreferred Stock, in substantially the form of Exhibit B C hereto (the “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of Ordinary Shares the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record DateOn or about May 9, 2008, the Company will send a copy of the Amended Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit D hereto (the “Amended Summary of Rights”), by first-class, postage-postage prepaid mail, to any each record holder of Ordinary Shares who requests a copy the Common Stock as of the Summary Close of RightsBusiness on June 30, 2008 at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares of the Company Common Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent such certificates for the Ordinary Shares or, in the case of certificated shares, such certificates Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Ordinary Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificate. (cd) Rights shall be Certificates for the Common Stock issued in respect of all Ordinary Shares issued (or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: The Ordinary Shares par value NIS 0.10 per shareredemption, of On Track Innovations Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company dated as of January 12, 2009 as may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Corporation will mail (expiration or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy termination of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the shall be deemed also to be certificates for Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as heldhave impressed, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, printed or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed written on, printed on, written on or otherwise affixed to them a legend substantially to the following legendeffect: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date, the Redemption Date or the Final Expiration DateRights), the Rights associated with the Ordinary Shares of the Company Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Ordinary Shares of the Company Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Ordinary Shares of the Company Common Stock after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary Shares of the Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares shares of the Company Common Stock which are no longer outstanding, until such Ordinary Shares so purchased by the Company are again outstanding.