STOCK PURCHASE WARRANT
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Date of Issuance: November 17, 2000 Certificate No. W-[_____]
FOR VALUE RECEIVED, Electric Fuel Corporation, a Delaware corporation
(the "Company"), hereby grants to Josephthal & Co., Inc. or its registered
assigns (the "Registered Holder") the right to purchase from the Company 100,000
shares of common stock of the Company, par value $.01 per share ("Common Stock")
(as adjusted from time to time hereunder) at a price per share of $9.63 (as
adjusted from time to time hereunder, the "Exercise Price"). Certain capitalized
terms used herein are defined in Section 5 hereof. The amount and kind of
securities obtainable pursuant to the rights granted hereunder and the purchase
price for such securities are subject to adjustment pursuant to the provisions
contained in this Warrant.
This Warrant is subject to the following provisions:
Section 1. Exercise of Warrant.
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1.1. Exercise Period. The Registered Holder may exercise, in whole
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or in part, the purchase rights represented by this Warrant at any time and from
time to time after November 17, 2000 (hereinafter, the "Closing Date") to and
including 5:00 p.m., New York time, on the fifth anniversary thereof (the
"Exercise Period").
1.2. Exercise Procedure.
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(i) This Warrant shall be deemed to have been exercised
when the Company has received all of the following items (the "Exercise Time"):
(a) a completed Exercise Agreement, as described in
paragraph 1.3 below, executed by the Person exercising all or part of the
purchase rights represented by this Warrant (the "Purchaser");
(b) this Warrant, or a replacement Warrant issued
pursuant to Section 9 hereof, or a new Warrant issued pursuant to Section
1.2(ii) hereof;
(c) if this Warrant is not registered in the name of
the Purchaser, an Assignment or Assignments evidencing the assignment of
this Warrant to the Purchaser, in which case the Registered Holder shall
have complied with the provisions set forth in Section 7 hereof; and
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(d) either (1) a check or wire transfer in immediately
available funds payable in US Dollars to the Company in an amount equal to
the product of the Exercise Price multiplied by the number of shares of
Common Stock being purchased upon such exercise (the "Aggregate Exercise
Price"), (2) the surrender to the Company of debt or equity securities of
the Company having a Fair Market Value equal to the Aggregate Exercise
Price of the Common Stock being purchased upon such exercise (provided,
that for purposes of this subparagraph, the Fair Market Value of any note
or other debt security or any preferred stock shall be deemed to be equal
to the aggregate outstanding principal amount or liquidation value thereof
plus all accrued and unpaid interest thereon or accrued or declared and
unpaid dividends thereon) or (3) a written notice to the Company that the
Purchaser is exercising the Warrant (or a portion thereof) on a "cashless"
basis in exchange for that number of shares of Common Stock equal to the
product of (x) the number of shares as to which such Warrants are being
exercised multiplied by (y) a fraction, the numerator of which is the
Market Price (as defined herein) of the Common Stock less the Exercise
Price and the denominator of which is such Market Price. Solely for the
purposes of this Section 1.2(i)(d), Market Price shall be calculated either
(i) on the date on which the Form of Election to Purchase annexed to such
Warrant Certificate as to such exercise is deemed to have been sent to the
Company pursuant to Section 10 hereof (the "Notice Date") or (ii) as the
average of the Market Prices for each of the five trading days preceding
the Notice Date, whichever results in a higher Market Price.
(ii) Certificates for shares of Common Stock purchased upon
exercise of this Warrant shall be delivered by the Company to the Purchaser
within three (3) Business Days after the date of the Exercise Time. Unless this
Warrant has expired or all of the purchase rights represented hereby have been
exercised, the Company shall prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this Warrant which have
not expired or been exercised and shall within such three-day period, deliver
such new Warrant to the Person designated for delivery in the Exercise
Agreement.
(iii) The Common Stock issuable upon the exercise of this
Warrant shall be deemed to have been issued to the Purchaser at the Exercise
Time, and the Purchaser shall be deemed for all purposes to have become the
record holder of such Common Stock at the Exercise Time.
(iv) The issuance of certificates for shares of Common Stock
upon exercise of this Warrant (the "Warrant Shares") shall be made without
charge to the Registered Holder or the Purchaser for any issuance tax in respect
thereof or other cost incurred by the Company in connection with such exercise
and the related issuance of shares of Common Stock. Each share of Common Stock
issuable upon exercise of this Warrant shall upon payment of the Exercise Price
therefor, be fully paid and nonassessable and free from all liens and charges
with respect to the issuance thereof.
(v) The Company shall not close its books against the
transfer of this Warrant or of any share of Common Stock issued or issuable upon
the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. The Company shall from time to time take all such
action as may be necessary to assure that the par value per share of the
unissued Common
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Stock acquirable upon exercise of this Warrant is at all times equal to or less
than the Exercise Price then in effect.
(vi) The Company shall assist and cooperate with any
Registered Holder or Purchaser required to make any governmental filings or
obtain any governmental approvals prior to or in connection with any exercise of
this Warrant (including, without limitation, making any filings required to be
made by the Company); provided, however, in no event will the Company be
required to (i) qualify generally to do business in any jurisdiction where it is
not then so qualified, (ii) subject itself to taxation in any such jurisdiction,
(iii) consent to general service of process in any such jurisdiction or (iv)
provide any undertaking required by such other securities or "blue sky" laws or
make any change in its charter or bylaws that the Board of Directors determines
in good faith to be contrary to the best interest of the Company and its
stockholders.
(vii) Notwithstanding any other provision hereof, if an
exercise of all or any portion of this Warrant is to be made in connection with
a registered public offering, a sale of the Company or any transaction or event,
including a Qualified Public Offering, such exercise may, at the election of the
holder hereof, be conditioned upon the consummation of such transaction or event
in which case such exercise shall not be deemed to be effective until the
consummation of such transaction or event.
(viii) The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock solely for
the purpose of issuance upon the exercise of the Warrants, such number of shares
of Common Stock as are issuable upon the exercise of all outstanding Warrants.
All shares of Common Stock which are so issuable shall, when issued, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof. The Company shall take all such
actions as may be reasonably necessary to assure that all such shares of Common
Stock may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which
shares of Common Stock may be listed (except for official notice of issuance
which shall be promptly delivered by the Company upon each such issuance). The
Company shall not take any action which would cause the number of authorized but
unissued shares of Common Stock to be less than the number of such shares
required to be reserved hereunder for issuance upon exercise of the Warrants.
The Company will use its best efforts to cause the shares of Common Stock,
promptly upon such exercise, to be listed on any domestic securities exchange
upon which shares of Common Stock or other securities constituting such shares
of Common Stock are listed at the time of such exercise.
(ix) So long as any Warrants remain outstanding, the Company
shall timely file (within applicable extension periods) all reports required to
be filed with the SEC pursuant to the Exchange Act, and the Company shall not
terminate its status as an issuer required to file reports under the Exchange
Act even if the Exchange Act or the rules and regulations thereunder would
permit such termination. In addition, the Company shall take all actions
necessary to continue to meet the "registrant eligibility" requirements set
forth in the general instructions to Form S-3 or any successor form thereto, to
continue to be eligible to register the resale of its unissued Common Stock
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acquirable upon exercise of this Warrant on a registration statement on Form S-3
under the Securities Act.
1.3. Exercise Agreement. Upon any exercise of this Warrant, the
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Exercise Agreement shall be substantially in the form set forth in either
Exhibit I or Exhibit II attached hereto, except that if the shares of Common
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Stock are not to be issued in the name of the Person in whose name this Warrant
is registered, the Exercise Agreement shall also state the name of the Person to
whom the certificates for the shares of Common Stock are to be issued, and if
the number of shares of Common Stock to be issued does not include all the
shares of Common Stock purchasable hereunder, it shall, subject to applicable
Federal and state securities laws, also state the name of the Person to whom a
new Warrant for the unexercised portion of the rights hereunder is to be
delivered. Such Exercise Agreement shall be dated the actual date of execution
thereof.
1.4. Fractional Shares. If the Common Stock is listed on any
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securities exchange or quoted on the Nasdaq Stock Market System or the over-the-
counter market and a fractional share of Common Stock would, but for the
provisions of this paragraph 1.4, be issuable upon exercise of the rights
represented by this Warrant, the Company shall, within five (5) Business Days
after the date of the Exercise Time, deliver to the Purchaser a check payable to
the Purchaser in lieu of such fractional share in an amount equal to the
difference between Fair Market Value of such fractional share as of the date of
the Exercise Time and the Exercise Price of such fractional share.
Section 2. Adjustment of Exercise Price and Number of Shares of
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Common Stock. In order to prevent dilution of the rights granted under this
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Warrant and grant the holder hereof certain additional rights, the Exercise
Price and the number of shares of Common Stock obtainable upon exercise of this
Warrant shall be subject to adjustment from time to time as provided in this
Section 2.
2.1. Subdivision or Combination of Common Stock. If the Company at
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any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of shares of Common
Stock obtainable upon exercise of this Warrant shall be proportionately
increased. If the Company at any time combines (by reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased and the number of shares of
Common Stock obtainable upon exercise of this Warrant shall be proportionately
decreased.
2.2. Reorganization, Reclassification, Consolidation, Merger or Sale.
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Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets or other transaction,
in each case which is effected in such a way that the holders of Common Stock
are entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as "Organic Change." Prior to the consummation of any Organic Change,
the Company shall make appropriate provision (in form and substance satisfactory
to the Registered Holders of the Warrants representing a majority of the Common
Stock obtainable upon exercise of all Warrants then
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outstanding) to insure that each of the Registered Holders of the Warrants shall
thereafter have the right to acquire and receive, in lieu of or addition to (as
the case may be) the shares of Common Stock immediately theretofore acquirable
and receivable upon the exercise of such holder's Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately theretofore acquirable and
receivable upon exercise of such holder's Warrant had such Organic Change not
taken place. In any such case, the Company shall make appropriate provision (in
form and substance satisfactory to the Registered Holders of the Warrants
representing a majority of the Common Stock obtainable upon exercise of all
Warrants then outstanding) with respect to such holders' rights and interests to
insure that the provisions of this Section 2 and Sections 3 and 4 hereof shall
thereafter be applicable to the Warrants. The Company shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor entity (if other than the Company) resulting from consolidation or
merger or the entity purchasing such assets assumes by written instrument (in
form and substance satisfactory to the Registered Holders of Warrants
representing a majority of the Common Stock obtainable upon exercise of all of
the Warrants then outstanding), the obligation to deliver to each such holder
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to acquire.
2.3. Notices.
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(i) Immediately upon any adjustment of the Exercise Price, the
Company shall give written notice thereof to the Registered Holder, setting
forth in reasonable detail and certifying the calculation of such adjustment.
(ii) The Company shall give written notice to the Registered Holder
at least twenty (20) days prior to the date on which the Company closes its
books or takes a record (A) with respect to any dividend or distribution upon
the Common Stock, (B) with respect to any pro rata subscription offer to holders
of Common Stock or (C) for determining rights to vote with respect to any
Qualified Public Offering, Liquidation Event, Organic Change or other
dissolution or liquidation.
(iii) The Company shall also give written notice to the Registered
Holders at least twenty (20) days prior to the date on which any Qualified
Public Offering, Liquidation Event, Organic Change or other dissolution or
liquidation shall take place.
Section 3. Liquidating Dividends. If the Company declares or pays a
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dividend upon the Common Stock payable otherwise than in cash out of earnings or
earned surplus (determined in accordance with generally accepted accounting
principles, consistently applied) except for a stock dividend payable in shares
of Common Stock (a "Liquidating Dividend"), then the Company shall pay to the
Registered Holder of this Warrant at the time of payment thereof the Liquidating
Dividend which would have been paid to such Registered Holder on the Common
Stock had this Warrant been fully exercised immediately prior to the date on
which a record is taken for such Liquidating Dividend, or, if no record is
taken, the date as of which the record holders of Common Stock entitled to such
dividends are to be determined.
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Section 4. Purchase Rights. If at any time the Company grants,
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issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the "Purchase Rights"), then the Registered Holder of
this Warrant shall be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant immediately before the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Common Stock
are to be determined for the grant, issue or sale of such Purchase Rights.
Section 5. Definitions. The following terms have meanings set forth
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below:
"Board of Directors" means the board of directors of the Company.
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"Business Day" means any day other than a Saturday, a Sunday or a day
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on which banks in New York City are authorized or obligated by law or executive
order to close.
"Common Stock" means the Company's Common Stock, par value $0.01 per
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share, and except for purposes of the shares obtainable upon exercise of this
Warrant, any capital stock of any class of the Company hereafter authorized
which is not limited to a fixed sum or percentage of par or stated value in
respect to the rights of the holders thereof to participate in dividends or in
the distribution of assets upon any liquidation, dissolution or winding up of
the Company.
"Convertible Securities" means any stock or securities (directly or
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indirectly) convertible into or exchangeable for Common Stock.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
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"Fair Market Value" means as to any security, the greater of either
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(i) the closing price on the day "Fair Market Value" is to be determined or (ii)
the average of the closing prices of such security's sales on the New York Stock
Exchange, the American Stock Exchange or any other domestic securities exchanges
on which such security may at the time be listed, or, if there have been no
sales on any such exchange on any day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of such day, or, if on any day
such security is not so listed, the average of the representative bid and asked
prices quoted in the Nasdaq Stock Market as of 4:00 P.M., New York time, on such
day, or, if on any day such security is not quoted in the Nasdaq Stock Market,
the average of the highest bid and lowest asked prices on such day in the
domestic over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization (collectively, a "Securities
Exchange"), in each such case averaged over a period of three (3) days
consisting of the day as of which "Fair Market Value" is being determined and
the two (2) consecutive Business Days prior to such day. If at any time such
security is not listed or quoted on any Securities Exchange, the "Fair Market
Value" shall be the fair value thereof determined jointly by the Company and the
Registered Holders of Warrants representing a Majority of the Common Stock
purchasable upon exercise of all the Warrants then outstanding; provided, that
if such parties are unable to reach agreement within a reasonable period of
time, such fair value shall
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be determined by an appraiser jointly selected by the Company and the Registered
Holders of Warrants representing a majority of the Common Stock purchasable upon
exercise of all the Warrants then outstanding. The determination of such
appraiser shall be final and binding on the Company and the Registered Holders
of the Warrants, and the fees and expenses of such appraiser shall be paid by
the Company.
"Liquidation Event" means (a) the liquidation, dissolution or winding
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up of the Company, (b) any merger, reorganization or consolidation to which the
Company is a party, except for a merger, reorganization or consolidation in
which the Company is the surviving Company, the terms of the Warrants or Common
Stock are not changed and neither the Warrants nor Common Stock are exchanged
for cash, securities or other property, and after giving effect to such merger,
reorganization or consolidation, the holders of the Company's outstanding
capital stock possessing a majority of the voting power (under ordinary
circumstances) to elect a majority of the Board of Directors immediately prior
to the merger, reorganization or consolidation shall continue to own the
Company's outstanding capital stock possessing the voting power (under ordinary
circumstances) to elect a majority of the Board of Directors, (c) any sale or
transfer of more than 50% of the assets of the Company and its Subsidiaries on a
consolidated basis (measured either by book value in accordance with generally
accepted accounting principles consistently applied or by fair market value
determined in the reasonable good faith judgment of the Board of Directors) in
any transaction or series of transactions and (d) any sale, transfer or issuance
or series of sales, transfers and/or issuances of Common Stock or other
securities by the Company or any holders thereof which results in either (i) any
Person or group of Persons (as the term "group" is used under the Exchange Act),
beneficially owning (as such term is used in the Exchange Act) more than 50% of
the Common Stock outstanding or on a fully diluted basis at the time of such
sale, transfer or issuance or series of sales, transfers and/or issuances or
(ii) Persons beneficially owning the Common Stock outstanding or on a fully
diluted basis at the time of such sale, transfer or issuance or series of sales,
transfers and/or issuances beneficially owning less than 50% of the Common Stock
outstanding or on a fully diluted basis following such sale, transfer or
issuance or series of sales, transfers and/or issuances.
"Options" means any rights or options to subscribe for or purchase
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Common Stock or Convertible Securities.
"Person" means an individual, a partnership, a joint venture, a
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corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.
"Qualified Public Offering" means the sale, in an underwritten public
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offering registered under the Securities Act, of shares of Common Stock having
an aggregate per share value (based on the aggregate proceeds received by the
Company in such offering, prior to applicable underwriting discounts or
commissions) of at least $20 million.
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Section 6. No Voting Rights; Limitations of Liability. This Warrant
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shall have no voting rights. No provision hereof, in the absence of affirmative
action by the Registered Holder to purchase Warrant Shares, and no enumeration
herein of the rights or privileges of the Registered Holder shall give rise to
any liability of such Registered Holder for the Exercise Price of Warrant Shares
acquirable by exercise hereof or as a stockholder of the Company.
Section 7. Warrant Transferable. This Warrant and all rights
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hereunder are transferable, only to any affiliates or employees of Josephthal in
whole or in part, without charge to the Registered Holder, upon surrender of
this Warrant with a properly executed Assignment (in the form of Exhibit III
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hereto) at the principal office of the Company.
Section 8. Warrant Exchangeable for Different Denominations. This
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Warrant is exchangeable, upon the surrender hereof by the Registered Holder at
the principal office of the Company, for new Warrants of like tenor representing
in the aggregate the purchase rights hereunder, and each of such new Warrants
shall represent such portion of such rights as is designated by the Registered
Holder at the time of such surrender. All Warrants representing portions of the
rights hereunder are referred to herein as the "Warrants."
Section 9. Replacement. Upon receipt of evidence reasonably
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satisfactory to the Company (an affidavit of the Registered Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing this Warrant, and in the case of any such loss, theft
or destruction, upon receipt of an unsecured indemnity agreement of the
Registered Holder in form reasonably satisfactory to the Company, or, in the
case of any such mutilation upon surrender of such certificate, the Company
shall (at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the same rights represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.
Section 10. Notices. Except as otherwise expressly provided
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hereunder, all notices referred to herein shall be in writing and shall be (i)
delivered in person, (ii) transmitted by facsimile, (iii) sent by registered or
certified mail, postage prepaid with return receipt requested, or (iv) sent by
reputable overnight courier service, fees prepaid, to (x) the Company, at its
principal executive offices and (y) to any Registered Holder, at such Registered
Holder's address as it appears in the records of the Company (unless otherwise
indicated by any such Registered Holder). Notices shall be deemed given upon
personal delivery, upon receipt of return receipt in the case of delivery by
mail, upon acknowledgment by the receiving facsimile machine or one day
following deposit with an overnight courier service.
Section 11. Amendment and Waiver. Except as otherwise provided
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herein, the provisions of the Warrants may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Registered Holders of Warrants representing a majority of the shares of Common
Stock obtainable upon exercise of outstanding Warrants; provided, that no such
action may change the Exercise Price of the Warrants or the number of shares or
class of stock obtainable upon exercise of each Warrant without the written
consent of the Registered Holders of
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Warrants representing a majority of the shares of Common Stock obtainable upon
exercise of the Warrants represented by this Warrant and the attached Warrant
Certificate.
Section 12. Warrant Register. The Company shall maintain at its
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principal executive offices books for the registration and the registration of
transfer of Warrants. The Company may deem and treat the Registered Holder as
the absolute owner hereof (notwithstanding any notation of ownership or other
writing hereon made by anyone) for all purposes and shall not be affected by any
notice to the contrary.
Section 13. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES. THE PARTIES HERETO FURTHER AGREE AND
ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF OR IN ANY MANNER
WHATSOEVER RELATING TO THIS WARRANT SHALL BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
YORK LOCATED IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
WARRANT HEREBY (i) ACCEPTS THE JURISDICTION OF THE AFORESAID COURTS; (ii)
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT OF ANY SUCH COURT WITH RESPECT TO
THIS WARRANT; AND (iii) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE,
COURT, ACTION OR PROCEEDING WITH RESPECT TO THIS WARRANT BROUGHT IN ANY SUCH
COURT AND FURTHER IRREVOCABLY WAIVES ANY SUCH CLAIM THAT ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
Section 14. Specific Performance. The Company, on the one hand, and
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the holder of this Warrant, on the other hand, acknowledge that money damages
would not be a sufficient remedy for any breach of this Warrant. It is
accordingly agreed that the parties shall be entitled to specific performance
and injunctive relief as remedies for any such breach, these remedies being in
addition to any of the remedies to which they may be entitled at law or equity.
Section 16. Remedies Cumulative. Except as otherwise provided
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herein, the remedies provided herein shall be cumulative and shall not preclude
the assertion by any party hereto of any other rights or the seeking of any
other remedies against any other party hereto.
Section 17. No Third Party Beneficiaries. Except as specifically set
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forth or referred to herein, nothing herein is intended or shall be construed to
confer upon any person or entity other than the parties hereto and their
successors or assigns, any rights or remedies under or by reason of this
Warrant.
Section 18. Severability. If any term, provision, covenant or
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restriction of this Warrant is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the
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remainder of the terms, provisions, covenants and restrictions of this Warrant
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
Section 19. Entire Agreement; Modification. This Warrant contains
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the entire understanding between the parties hereto with respect to the subject
matter hereof and may not be modified or amended except by a writing duly signed
by the party against whom enforcement of the modification or amendment is
sought.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal and to be
dated the Closing Date hereof.
ELECTRIC FUEL CORPORATION
__________________________ By: _______________________________
Witness Name:
Title:
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EXHIBIT I
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 1.2(i)(d)]
(Exercise and payment by check or securities)
To: Dated:
The undersigned, pursuant to the provisions set forth in the attached
Warrant (Certificate No. W-____), xxxxxx agrees to subscribe for the purchase of
____________ shares of the Common Stock covered by such Warrant and makes
payment herewith in full therefor at the price per share provided by such
Warrant.
Signature:__________________________________
Address:____________________________________
EXHIBIT II
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 1.2(i)(d)(3)]
(Cashless Exercise)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _________________ shares of
Common Stock all in accordance with the terms hereof and Section 1.2(i)(d)(3) of
the Warrant Agreement. The undersigned requests that a certificate for such
securities be registered in the name of ________________________________________
____________ whose address is ____________________________________________ and
that such Certificate be delivered to _________________________________________
whose address is ______________________________________________________________.
Dated:
Signature _____________________________________
(Signature must conform in all respects to name of holder as
specified on the face of the Warrant Certificate.)
_____________________________________
(Insert Social Security or Other
Identifying Number of Holder)
EXHIBIT III
[FORM OF ASSIGNMENT PURSUANT TO SECTION 1.2(i)(c)]
(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificate.)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
_____________________________________________________
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and hereby irrevocably constitutes and appoints _______________________________
Attorney, to transfer the within Warrant Certificate on the books of the within-
named Company, with full power of substitution.
Dated:
Signature: ___________________________________
(Signature must confirm in all respects to name of holder as specified
on the face of the Warrant Certificate.)
(Insert Social Security or Other Identifying Number of Assignee).
