Exhibit 4.4
The following is the Form of Additional Investment Right Agreement
("Investment Agreement") between Energy Conversion Devices, Inc. and each of
Heimdall Investments Ltd. and CCM Master Qualified Fund, Ltd. (each an
"Investor").
The Investment Agreements are identical in all material respects with the
exception of the identity of the Investor and the number of additional units the
Investor is entitled to purchase.
The schedule below identifies the material differences in each of the
Investment Agreements:
Number of
Investor Units Purchasable
-------- -----------------
Heimdall Investments Ltd. 382,226
CCM Master Qualified Fund, Ltd. 191,113
FORM OF
ADDITIONAL INVESTMENT RIGHT AGREEMENT
This Additional Investment Right Agreement (this "Agreement") is made as
of November 12, 2003 between the undersigned investor (the "Investor") and
Energy Conversion Devices, Inc., a Delaware corporation (the "Company").
The Investor and the Company have entered into a Stock Purchase Agreement
dated November __, 2003 (the "Stock Purchase Agreement") pursuant to which the
Investor has agreed to purchase from the Company and the Company has agreed to
issue and sell to the Investor certain units (the "Units"), each comprised of
one share of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), and a warrant to purchase one share of Common Stock for the exercise
price set forth in the Stock Purchase Agreement, subject to adjustment, for a
purchase price of $10.465 per Unit.
The Company hereby grants the Investor the right (the "Additional
Investment Right") to purchase up to ______ Units at a purchase price of $10.465
per Unit. The Additional Investment Right will be exercisable by the Investor by
delivery of written notice of exercise to the Company at any time after the date
of this Agreement and prior to 5:00 p.m., Eastern Standard Time, on January 15,
2004. The Investor will be limited to a single exercise of the Additional
Investment Right.
Upon the Investor's exercise of the Additional Investment Right in
accordance with this Agreement, the Company will issue to the Investor within
three business days stock certificates evidencing the number of shares of Common
Stock with respect to which the Investor has exercised the Additional Investment
Right, against receipt of payment therefor by wire transfer of immediately
available funds to an account designated in writing by the Company.
Effective upon the issuance of shares to the Investor pursuant to its
exercise of the Additional Investment Right, the Company and the Investor will
each deliver a certificate executed by an authorized officer stating that each
of the representations and warranties of such party set forth in the Stock
Purchase Agreement are true and correct in all respects as of such date or, if
any such representation or warranty is not true and correct as of such date,
setting forth in reasonable detail the events or occurrences that have caused
such representation and warranty not be true and correct. Upon the issuance of
shares of Common Stock to the Investor pursuant to this Agreement, such shares
will be deemed for all purposes to be included in the "Shares" as defined in the
Stock Purchase Agreement, and such shares will be entitled to all rights, and
will be subject to all obligations and restrictions, applicable to "Shares" as
provided in the Stock Purchase Agreement.
In consideration of the grant of the Additional Investment Right as
provided in this Agreement, the Company acknowledges receipt from the Investor
of $_______________ representing a payment of $0.125 per each share of Common
Stock issuable upon the exercise of the Additional Investment Right.
The provisions contained in Sections 10, 11, 12, 13, 14 and 15 of the
Stock Purchase Agreement are hereby incorporated by reference and made a part of
this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first set forth above.
ENERGY CONVERSION DEVICES, INC.
By: ---------------------------------------
Its: ---------------------------------------
[ Name of Investor ]
By: ---------------------------------------
Its: ---------------------------------------
