EXHIBIT 1 TO SCHEDULE 13D
AMENDMENT NO. 1 TO THE
COMMON STOCK PURCHASE WARRANT
This Amendment to the Common Stock Purchase Warrant (the "Amendment") is
entered into as of June __, 2000 by and between Xxxx X. Xxxxx and Electric Fuel
Corporation (the "Corporation").
WHEREAS, the parties hereto desire to amend that certain Common Stock
Purchase Warrant covering 250,000 shares of the Corporation's Common Stock,
dated as of December 28, 1999 (the "Warrant"), which Warrant expires on June 28,
2000.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. Section 2(2) of the Warrant is hereby amended to read in its entirety as
follows:
(a) Mechanics of Exercise. In order to exercise this Warrant in whole or in
part, the holder hereof shall deliver to the Corporation the following: (i) a
written notice of such holder's election to exercise this Warrant, which notice
shall be in substantially the form of the Subscription Notice attached hereto as
Exhibit A and shall specify the number of shares of Common Stock to be
purchased, (ii) except in the event of, and to the extent of, the holder's net
issue exercise pursuant to Section 2(2)(b), a certified check or checks or wire
transfer payable to the Corporation in an amount equal to the aggregate Purchase
Price of the number of shares of Common Stock being purchased, and (iii) this
Warrant. The Corporation shall, as promptly as practicable, and in any event
within 10 days thereafter, execute and deliver or cause to be executed and
delivered, in accordance with said notice, a certificate or certificates
representing the aggregate number of shares of Common Stock specified in said
notice (subject to adjustment pursuant to Section 2(2)(b) in the event of a net
issue exercise). The stock certificate or certificates so delivered shall be in
such denominations as may be specified in said notice and shall be registered in
the name of such holder or such other name as shall be designated in said
notice. Such certificate or certificates shall be deemed to have been issued and
such holder or any other person designated to be named therein shall be deemed
for all purposes to have become a holder of record of such shares as of the date
said notice and, if applicable, payment is received by the Corporation as stated
above. If this Warrant shall have been exercised only in part, the Corporation
shall, at the time of delivery of said certificate or certificates, deliver to
such holder a new Warrant evidencing the rights of such holder to purchase the
shares comprising the remaining shares of Common Stock called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant, other than as provided for in Section 7 hereof or, at the request of
such holder, appropriate notation may be made on this Warrant and the same
returned to such holder. The Corporation shall pay all expenses, taxes and other
charges payable in connection with the preparation, issue and delivery of stock
certificates and new Warrants under this Section.
(b) Net Issue Election. Notwithstanding any contrary provision in this
Warrant, the holder hereof may elect to receive, without the payment by such
holder of any additional consideration, shares of Common Stock equal to the
value of this Warrant or any portion hereof by the surrender of this Warrant or
such portion to the Corporation, with the net issue election notice attached
hereto duly executed, in which event the Corporation shall issue to such holder
such number of fully paid and nonassessable shares of Common Stock as is
computed using the following formula:
X = Y (A - B)
------------
A
Where X = the number of shares of Common Stock to be issued to the
holder pursuant to this Section 2(2)(b);
Y = the number of shares of Common Stock purchaseable under this
Warrant in respect of which the net issue election is made
pursuant to this Section 2(2)(b);
A = the fair market value (as defined below) of one share of
Common Stock as determined at the time the net issue election
is made pursuant to this Section 2(2)(b); and
B = the Purchase Price.
For purposes of this Section 2(2)(b), the "fair market value" of the Common
Stock as of the determination date shall mean the average of the closing or last
reported sale prices of the Common Stock on the Nasdaq National Market for the
ten trading days prior to the date of the determination of the fair market
value.
2. Exhibit A is replaced in its entirety with the Exhibit attached hereto.
3. This Amendment may be executed in one or more counterparts, each of
which when executed shall be deemed to be an original, including counterparts
transmitted by facsimile, but all of which taken together shall constitute one
and the same agreement.
4. On and after the date hereof, each reference in the Warrant to the
"Warrant" shall mean the Warrant as amended hereby. Except as specifically
amended above, the Warrant shall remain in full force and effect. The execution,
delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any party hereto, nor constitute a waiver of any
provision of the Warrant.
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
date first written above.
ELECTRIC FUEL CORPORATION
By:
-------------------------
Name:
Title:
-----------------------------
Xxxx X. Xxxxx
EXHIBIT A
Subscription
To: Electric Fuel Corporation
The undersigned hereby subscribes for ___________ shares of Common Stock
covered by this Warrant. The certificate(s) for such shares shall be issued in
the name of the undersigned or as otherwise indicated below.
____________________________
[Signature]
Net Issue Election Notice
The undersigned hereby elects to make a net issue exercise pursuant to
Section 2(2)(b) of this Warrant and in accordance with the calculations set
forth on Annex A hereto. The certificate(s) for such shares issuable upon such
net issue election shall be issued in the name of the undersigned or as
otherwise indicated below.
____________________________
[Signature]
Date:_______________
Annex A
[Provide mathematical calculation of net issue exercise in accordance with the
formula set forth in Section 2(2)(b) of this Warrant.]
