Contract
EXHIBIT 10.1
THIS SUBSCRIPTION AGREEMENT
(this “Agreement”), is
dated as of September 16, 2009, by and between Medis Technologies Ltd., a
Delaware corporation (the “Company”), and the one or more
subscribers listed on Schedule
I
hereto (each a “Subscriber” and collectively,
the “Subscribers”).
WHEREAS, the Company and the
Subscribers are executing and delivering this Agreement in reliance upon an
exemption from securities registration afforded by the provisions of Section
4(2), Section 4(6) and/or Regulation D (“Regulation D”) as promulgated
by the United States Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “1933 Act”);
WHEREAS, the parties desire
that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Subscribers, as provided herein, and the Subscribers
shall purchase for an aggregate of $620,000 (the “Purchase Price”) (i) $657,200
principal amount (“Principal
Amount”) of secured promissory notes of the Company (“Note” or “Notes”), a form of which is
annexed hereto as Exhibit
A, convertible into shares of the Company’s Common Stock, $0.01 par value
(the “Common Stock”) at
a per share conversion price set forth in the Notes (“Conversion Price”); and (ii)
share purchase warrants (the “Warrants”) in the form
attached hereto as Exhibit
B1, to purchase shares of the
Company’s Common Stock (the “Warrant Shares”) (the “Offering”). The
Notes, shares of Common Stock issuable upon conversion of the Notes (the “Conversion Shares”), the
Warrants and the Warrant Shares (including the Common Stock purchase warrants
issuable upon exercise of the Warrants (“Special Warrants”, a form of
which is annexed hereto as Exhibit B2), and the Common Stock
issuable upon exercise of the Special Warrants are collectively referred to
herein as the “Securities”; and
NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement the Company and the Subscribers hereby agree as follows:
1. Closing
Date. The “Closing Date” shall be the
date that the Purchase Price is transmitted by wire transfer or otherwise
credited to or for the benefit of the Company. The consummation of the
transactions contemplated herein shall take place at the offices of Grushko
& Xxxxxxx, P.C., 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000,
upon the satisfaction or waiver of all conditions to closing set forth in this
Agreement. Subject to the satisfaction or waiver of the terms
and conditions of this Agreement, on the Closing Date, Subscribers shall
purchase and the Company shall sell to Subscribers the Notes and Warrants as
described in Section 2 of this Agreement.
2. Notes and
Warrants.
(a) Notes. Subject
to the satisfaction or waiver of the terms and conditions of this Agreement, on
the Closing Date, each Subscriber shall purchase and the Company shall sell to
the Subscriber a Note in the Principal Amount designated on Schedule
I hereto for such Subscriber’s Purchase Price indicated
thereon.
(b) Warrants. On
the Closing Date, the Company will issue and deliver the Warrants to the
Subscribers. One and one half Warrants will be issued for each Share
which would be issued on the Closing Date assuming the complete conversion of
the Notes on the Closing Date at the conversion price set forth in the Note
(“Conversion Price”) as
of the Closing Date. The exercise price to acquire a Warrant Share
upon exercise of a Warrant shall be equal to the closing price of the Common
Stock on the trading day immediately preceding the Closing Date, subject to
reduction as described in the Warrants. The Warrants shall be
exercisable until five
(5) years
after the issue date of the Warrants. As employed in this Agreement,
the term Warrants include the Special Warrants and the term Warrant Shares
includes the Common Stock issuable upon exercise of the Special Warrants, unless
specifically indicated otherwise.
(c) Allocation of Purchase
Price. The Purchase Price will be allocated among the
components of the Securities so that each component of the Securities will be
fully paid and non-assessable.
3. Security
Interest. The Subscribers will be granted a security
interest in the assets of the Company including ownership of the Subsidiaries
(as defined in Section 5(a) of this Agreement), and in the assets of the
Subsidiaries (other than those of Cell Kinetics Ltd.), which security interest
will be memorialized in a “Security Agreement,” a form of
which is annexed hereto as Exhibit
D. The Subsidiaries (other than Cell Kinetics Ltd.) will
guaranty the Company’s obligations under the Transaction Documents as defined in
Section 5(c). Such guaranties will be memorialized in a “Subsidiary Guaranty”, the form
of which is annexed hereto as Exhibit E. The
Company will execute such other agreements, documents and financing statements
reasonably requested by the Subscribers, which may be filed at the Company’s
expense with the jurisdictions, states and counties designated by the
Subscribers. The Company will also execute all such documents reasonably
necessary in the opinion of the Subscribers to memorialize and further protect
the security interest described herein which will be prepared and filed at the
Company’s expense with the jurisdictions, states and filing offices designated
by the Subscribers.
4. Subscriber Representations
and Warranties. Each of the Subscribers hereby represents and
warrants to and agrees with the Company that:
(a) Organization and Standing of
the Subscriber. Subscriber is a corporation, limited liability
company, partnership, trust or other entity, it is duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its organization.
(b) Authorization and
Power. Subscriber has the requisite power and authority to
enter into and perform this Agreement and the other Transaction Documents and to
purchase the Note and Warrant being sold to it hereunder. The
execution, delivery and performance of this Agreement and the other Transaction
Documents by Subscriber and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate or other action, and no further consent or authorization of Subscriber
or its Board of Directors or other management or governing body or equityholders
is required. This Agreement and the other Transaction Documents have
been duly authorized, executed and, when delivered by Subscriber, will
constitute valid and binding obligations of Subscriber, enforceable against
Subscriber in accordance with the terms thereof.
(c) No
Conflicts. The execution, delivery and performance of this
Agreement and the other Transaction Documents and the consummation by Subscriber
of the transactions contemplated hereby and thereby or relating hereto do not
and will not (i) result in a violation of Subscriber’s charter documents, bylaws
or other organizational documents, if applicable, (ii) conflict with or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under any agreement to which Subscriber is a party, nor
(iii) result in a violation of any law, rule, or regulation, or any order,
judgment or decree of any court or governmental agency applicable to Subscriber
or its properties (except for such conflicts, defaults and violations as would
not, individually or in the aggregate, have a material adverse effect on
Subscriber). Subscriber is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement and the other Transaction
Documents nor to purchase the Securities in accordance with the terms
hereof, provided that for purposes of the representation made in this sentence,
Subscriber is assuming and relying upon the accuracy of the relevant
representations and agreements of the Company herein.
(d) Information on
Company. Such Subscriber has been furnished with or has
had access at the XXXXX Website of the Commission to the Company's Form 10-K
filed on March 31, 2009 for the fiscal year ended December 31, 2008, and the
financial statements included therein for the year ended December 31, 2008,
together with all subsequent filings made with the Commission available at the
XXXXX website until two days before the Closing Date (hereinafter referred to
collectively as the "Reports"). In
addition, such Subscriber may have received in writing from the Company such
other information concerning its operations, financial condition and other
matters as such Subscriber has requested in writing, identified thereon as OTHER
WRITTEN INFORMATION (such other information is collectively, the "Other Written Information"),
and considered all factors such Subscriber deems material in deciding on the
advisability of investing in the Securities.
(e) Information on
Subscriber. Subscriber is, and will be at the time of
the conversion of the Notes and exercise of the Warrants, an "accredited investor", as such
term is defined in Regulation D promulgated by the Commission under the 1933
Act, is experienced in investments and business matters, has made investments of
a speculative nature and has purchased securities of United States
publicly-owned companies in private placements in the past and, with its
representatives, has such knowledge and experience in financial, tax and other
business matters as to enable Subscriber to utilize the information made
available by the Company to evaluate the merits and risks of and to make an
informed investment decision with respect to the proposed purchase, which
represents a speculative investment. Subscriber has the authority and
is duly and legally qualified to purchase and own the
Securities. Subscriber is able to bear the risk of such investment
for an indefinite period and to afford a complete loss thereof. The
information set forth on Schedule
I hereto
regarding Subscriber is accurate.
(f) Purchase of Notes and
Warrants. On the Closing Date, each Subscriber will purchase
its Note and Warrants as principal for its own account for investment only and
not with a view toward, or for resale in connection with, the public sale or any
distribution thereof.
(g) Compliance with Securities
Act. Subscriber understands and agrees that the
Securities have not been registered under the 1933 Act or any applicable state
securities laws, by reason of their issuance in a transaction that does not
require registration under the 1933 Act (based in part on the accuracy of the
representations and warranties of the Subscriber contained herein), and that
such Securities must be held indefinitely unless a subsequent disposition is
registered under the 1933 Act or any applicable state securities laws or is
exempt from such registration. In any event, and subject to compliance with
applicable securities laws, the Subscriber may enter into lawful hedging
transactions in the course of hedging the position they assume and the
Subscriber may also enter into lawful short positions or other derivative
transactions relating to the Securities, or interests in the Securities, and
deliver the Securities, or interests in the Securities, to close out their short
or other positions or otherwise settle other transactions, or loan or pledge the
Securities, or interests in the Securities, to third parties who in turn may
dispose of these Securities.
(h) Conversion Shares and
Warrant Shares Legend. The Conversion Shares and Warrant
Shares shall bear the following or similar legend:
“THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL
(WHICH COUNSEL SHALL BE SELECTED BY
THE HOLDER), IN A FORM
REASONABLY ACCEPTABLE
TO THE
COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
(i) Notes and
Warrants
Legend. The Notes and Warrants shall bear the following
legend:
“NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE [CONVERTIBLE –OR-EXERCISABLE] HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM REASONABLY ACCEPTABLE TO THE COMMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.”
(j) Communication of
Offer. The offer to sell the Securities was directly
communicated to Subscriber by the Company. At no time was Subscriber
presented with or solicited by any leaflet, newspaper or magazine article, radio
or television advertisement, or any other form of general advertising or
solicited or invited to attend a promotional meeting otherwise than in
connection and concurrently with such communicated offer.
(k) Restricted
Securities. Subscriber understands that the Securities
have not been registered under the 1933 Act and Subscriber will not sell, offer
to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities
unless pursuant to an effective registration statement under the 1933 Act, or
unless an exemption from registration is available. Notwithstanding
anything to the contrary contained in this Agreement, Subscriber may transfer
(without restriction and without the need for an opinion of counsel) the
Securities to its Affiliates (as defined below) provided that each such
Affiliate is an “accredited investor” under Regulation D and such Affiliate
agrees to be bound by the terms and conditions of this Agreement. For the
purposes of this Agreement, an “Affiliate” of any person or
entity means any other person or entity directly or indirectly controlling,
controlled by or under direct or indirect common control with such person or
entity. Affiliate includes each Subsidiary of the
Company. For purposes of this definition, “control” means the power to
direct the management and policies of such person or firm, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.
(l) No Governmental
Review. Subscriber understands that no United States federal
or state agency or any other governmental or state agency has passed on or made
recommendations or endorsement of the Securities or the suitability of the
investment in the Securities nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.
(m) Correctness of
Representations. Subscriber represents that the foregoing
representations and warranties are true and correct as of the date hereof and,
unless Subscriber otherwise notifies the Company prior to the Closing Date,
shall be true and correct as of the Closing Date.
(n) Survival. The
foregoing representations and warranties shall survive the Closing
Date.
(o)
Regulatory
History. Subscriber represents that neither it nor any of its
Affiliates has ever been (a) indicted or convicted of a felony or convicted of a
misdemeanor involving moral turpitude or misrepresentation, including a plea of
guilty or nolo contendere, or (b) the subject of an investigation, suit, action
or other enforcement effort commenced or undertaken by any governmental
authority or regulatory agency or body, including any such investigation, suit,
action or enforcement effort alleging one or more violations of law, rules or
regulations applicable to such Subscriber, its Affiliates or their respective
properties or assets.
5. Company Representations and
Warranties. The Company represents and warrants to and agrees
with each Subscriber that:
(a) Due
Incorporation. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation and has the requisite corporate power to own its properties and to
carry on its business as presently conducted. The Company is duly
qualified as a foreign corporation to do business and is in good standing in
each jurisdiction where the nature of the business conducted or property owned
by it makes such qualification necessary, other than those jurisdictions in
which the failure to so qualify would not have a Material Adverse
Effect. For purposes of this Agreement, a “Material Adverse Effect” shall
mean a material adverse effect on the financial condition, results of
operations, properties or business of the Company and its Subsidiaries taken as
a whole. For purposes of this Agreement, “Subsidiary” means, with
respect to any entity at any date, any corporation, limited or general
partnership, limited liability company, trust, estate, association, joint
venture or other business entity of which more than 30% of (i) the
outstanding capital stock having (in the absence of contingencies) ordinary
voting power to elect a majority of the board of directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability
company, the interest in the capital or profits of such partnership or limited
liability company or (iii) in the case of a trust, estate, association,
joint venture or other entity, the beneficial interest in such trust, estate,
association or other entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more intermediaries, by such
entity. As of the Closing Date, all of the Company’s Subsidiaries and
the Company’s ownership interests therein are set forth on Schedule
5(a).
(b) Outstanding
Stock. All issued and outstanding shares of capital stock and
equity interests in the Company have been duly authorized and validly issued and
are fully paid and non-assessable.
(c) Authority;
Enforceability. This Agreement, the Notes, Warrants, Security
Agreement, and any other agreements delivered together with this Agreement or in
connection herewith (collectively “Transaction Documents”) have
been duly authorized, executed and delivered by the Company and are valid and
binding agreements of the Company enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights generally and to general principles of equity. The
Company has full corporate power and authority necessary to enter into and
deliver the Transaction Documents and to perform its obligations
thereunder.
(d) Capitalization and
Additional
Issuances. The authorized and outstanding capital stock
of the Company and Subsidiaries on a fully diluted basis as of the date of
this Agreement and the Closing Date (not including the Securities) are set forth
on Schedule
5(d). Except as set forth on Schedule
5(d), there are no options, warrants, or rights to subscribe to,
securities, rights, understandings or obligations convertible into or
exchangeable for or giving any right to subscribe for any shares of capital
stock or other equity interest of the Company or any of the
Subsidiaries. The only officer, director, employee and consultant
stock option or stock incentive plan or similar plan currently in effect or
contemplated by the Company is described on Schedule
5(d). There are no outstanding agreements or preemptive or
similar rights affecting the Company's Common Stock.
(e) Consents. No
consent, approval, authorization or order of any court, governmental agency or
body including the Israel Office of the Chief Scientist, or arbitrator having
jurisdiction over the Company, or any of its Affiliates, the Principal Market or
the Company's shareholders is required for the execution by the Company of the
Transaction Documents and compliance and performance by the Company of its
obligations under the Transaction Documents, including, without limitation, the
issuance and sale of the Securities. The Transaction Documents and
the Company’s performance of its obligations thereunder have been approved by
the Company’s Board of Directors. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any governmental authority in the world, including without
limitation, the United States, or elsewhere is required by the Company or any
Affiliate of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except (i) such filings, if any, required to be
made pursuant to Section 4(2) or Section 4(6) of the 1933 Act or Regulation D
promulgated thereunder, and (ii) such filings, if any, required to be made
pursuant to applicable state securities laws, or (iv) such as would
not otherwise have a Material Adverse Effect or the consummation of any of the
other agreements, covenants or commitments of the Company or any Subsidiary
contemplated by the other Transaction Documents. Any such qualifications and
filings will, in the case of qualifications, be effective on the Closing and
will, in the case of filings, be made within the time prescribed by
law.
(f) No Violation or
Conflict. Assuming the representations and warranties of the
Subscriber in Section 4 are true and correct, except as set forth on Schedule
5(f), neither the issuance and sale of the Securities nor the performance
of the Company’s obligations under this Agreement and all other agreements
entered into by the Company relating thereto by the Company will:
(i) violate,
conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default) under (A) the articles or certificate of
incorporation, charter or bylaws of the Company, (B) to the Company's knowledge,
any decree, judgment, order, law, treaty, rule, regulation or determination
applicable to the Company of any court, governmental agency or body, or
arbitrator having jurisdiction over the Company or over the properties or assets
of the Company or any of its Affiliates, (C) the terms of any bond, debenture,
note or any other evidence of indebtedness, or any agreement, stock option or
other similar plan, indenture, lease, mortgage, deed of trust or other
instrument to which the Company or any of its Affiliates is a party, by which
the Company or any of its Affiliates is bound, or to which any of the properties
of the Company or any of its Affiliates is subject, or (D) the terms of any
“lock-up” or similar provision of any underwriting or similar agreement to which
the Company, or any of its Affiliates is a party except the violation, conflict,
breach, or default of which would not have a Material Adverse Effect;
or
(ii) result
in the creation or imposition of any lien, charge or encumbrance upon the
Securities or any of the assets of the Company or any of its Affiliates except
in favor of Subscribers as described herein; or
(iii) result
in the activation of any anti-dilution rights or a reset or repricing of any
debt, equity or security instrument of any creditor or equity holder of the
Company, or the holder of the right to receive any debt, equity or security
instrument of the Company nor result in the acceleration of the due date of any
obligation of the Company; or
(iv) result
in the triggering of any rights of first refusal, rights of participation,
piggy-back or other registration rights of any person or entity holding
securities of the Company or having the right to receive securities of the
Company.
(g) The
Securities. The Securities upon issuance:
(i) are,
or will be, free and clear of any security interests, liens, claims or other
encumbrances, subject only to restrictions upon transfer under the 1933 Act and
any applicable state securities laws;
(ii) have
been, or will be, duly and validly authorized and on the dates of issuance of
the Conversion Shares upon conversion of the Notes, and the Warrant Shares upon
exercise of the Warrants, such Conversion Shares and Warrant Shares will be duly
and validly issued, fully paid and non-assessable and if registered pursuant to
the 1933 Act and resold pursuant to an effective registration statement or
pursuant to Rule 144 under the Act will be free trading, unrestricted and
unlegended;
(iii) will
not have been issued or sold in violation of any preemptive or other similar
rights of the holders of any securities of the Company or rights to acquire
securities of the Company;
(iv) will
not subject the holders thereof to personal liability by reason of being such
holders; and
(v)
assuming the
representations and warranties of the Subscribers as set forth in Section 4
hereof are true and correct, will not result in a violation of Section 5 under
the 1933 Act.
(h) Litigation. Except
as set forth on Schedule
5(h), there is no pending or, to the best knowledge of the Company,
threatened action, suit, proceeding or investigation before any court,
governmental agency or body, or arbitrator having jurisdiction over the Company,
or any of its Affiliates that would affect the execution by the Company or the
complete and timely performance by the Company of its obligations under the
Transaction Documents. Except as disclosed in the Reports, there is
no pending or, to the best knowledge of the Company, basis for or threatened
action, suit, proceeding or investigation before any court, governmental agency
or body, or arbitrator having jurisdiction over the Company, or any of its
Affiliates which litigation if adversely determined would have a Material
Adverse Effect.
(i) No Market
Manipulation. The Company and its Affiliates have not taken,
and will not take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in stabilization or manipulation of
the price of the Common Stock to facilitate the sale or resale of the Securities
or affect the price at which the Securities may be issued or
resold.
(j) Information Concerning
Company. The Reports and Other Written Information contain all
material information relating to the Company and its operations and financial
condition as of their respective dates which information is required to be
disclosed therein. Since December 31, 2008 and except as
disclosed in the Reports and Other Written Information or in Schedule
5(j), there has been no Material Adverse Event relating to the Company's
business, financial condition or affairs. The Reports and Other Written
Information including the financial statements included therein do not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, taken
as a whole, not misleading in light of the circumstances and when
made.
(k) Left intentionally
blank.
(l) Defaults. Except
as set forth in Schedule
5(l), the Company is not in violation of its articles of incorporation or
bylaws. Except as set forth in Schedule
5(l), the Company is (i) not in default under or in violation of any
other material agreement or instrument to which it is a party or by which it or
any of its properties are bound or affected, which default or violation would
have a Material Adverse Effect, (ii) not in default with respect to any order of
any court, arbitrator or governmental body or subject to or party to any order
of any court or governmental authority arising out of any action, suit or
proceeding under any statute or other law respecting antitrust, monopoly,
restraint of trade, unfair competition or similar matters, or (iii) not in
violation of any statute, rule or regulation of any governmental authority which
violation would have a Material Adverse Effect.
(m) Integrated
Offering. Neither the Company, nor any of its Affiliates, nor any
person acting on its or their behalf, has directly or indirectly made any offers
or sales of any security of the Company nor solicited any offers to buy any
security of the Company under circumstances that would cause the offer of the
Securities pursuant to this Agreement to be integrated with prior offerings by
the Company for purposes of the 1933 Act or any applicable stockholder approval
provisions, including, without limitation, under the rules and regulations of
the Pink OTC Market. No prior offering will impair the exemptions
relied upon in this Offering or the Company’s ability to timely comply with its
obligations hereunder. Neither the Company nor any of its Affiliates
will take any action or steps that would cause the offer or issuance of the
Securities to be integrated with other offerings which would impair the
exemptions relied upon in this Offering or the Company’s ability to timely
comply with its obligations hereunder. The Company will not conduct
any offering other than the transactions contemplated hereby that may be
integrated with the offer or issuance of the Securities that would impair the
exemptions relied upon in this Offering or the Company’s ability to timely
comply with its obligations hereunder.
(n) No General
Solicitation. Neither the Company, nor any of its Affiliates,
nor to its knowledge, any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of
Regulation D under the 0000 Xxx) in connection with the offer or sale of the
Securities.
(o) No Undisclosed
Liabilities. Except as disclosed in the Reports or as set
forth on Schedule
5(o), the Company has no liabilities or obligations which are material,
individually or in the aggregate, other than those incurred in the ordinary
course of the Company businesses since December 31, 2008 and which, individually
or in the aggregate, would reasonably be expected to have a Material Adverse
Effect.
(p) No Undisclosed Events or
Circumstances. Since December 31, 2008, except as disclosed in
the Reports, no event or circumstance has occurred or exists with respect to the
Company or its businesses, properties, operations or financial condition, that,
under applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so
publicly announced or disclosed in the Reports.
(q) Banking. Schedule
5(q) contains a list of all financial institutions at which the Company
and Subsidiaries maintain deposit, checking and other accounts. The list
includes the accurate addresses of such financial institutions and account
numbers of such accounts.
(r) Dilution. The
Company's executive officers and directors understand the nature of the
Securities being sold hereby and recognize that the issuance of the Securities
will have a potential dilutive effect on the equity holdings of other holders of
the Company’s equity or rights to receive equity of the Company. The
board of directors of the Company has concluded, in its good faith business
judgment, that the issuance of the
Securities
is in the best interests of the Company. The Company specifically
acknowledges that its obligation to issue the Conversion Shares upon conversion
of the Notes and the Warrant Shares upon exercise of the Warrants is binding
upon the Company and enforceable regardless of the dilution such issuance may
have on the ownership interests of other shareholders of the Company or parties
entitled to receive equity of the Company.
(s) No Disagreements with
Accountants and Lawyers. There are no material disagreements of any
kind presently existing, or reasonably anticipated by the Company to arise
between the Company and the accountants and lawyers previously and presently
employed by the Company, including but not limited to disputes or conflicts over
payment owed to such accountants and lawyers, nor have there been any such
disagreements during the two years prior to the Closing Date.
(t) Investment
Company. Neither the Company nor any Subsidiary is an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.
(u) Foreign Corrupt
Practices. Neither the Company, nor to the knowledge of the
Company, any agent or other person acting on behalf of the Company, has (i)
directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is in violation of law, or (iv)
violated in any material respect any provision of the Foreign Corrupt Practices
Act of 1977, as amended.
(v) Reporting Company/Shell
Company. The Company is a publicly-held company subject to
reporting obligations pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the “1934
Act”) and has a class of Common Stock registered pursuant to Section
12(b) of the 1934 Act. Pursuant to the provisions of the 1934 Act,
the Company has filed all reports and other materials required to be filed
thereunder with the Commission during the preceding twelve months. As
of the Closing Date, the Company is not a “shell company” nor a “former shell
company” as those terms are employed in Rule 144 under the 1933
Act.
(w) Listing. The
Company's Common Stock is quoted on the Pink OTC Markets Inc. (the “Pink Sheets”) under the symbol
MDTL. The Company has not received any pending oral or written notice
that its Common Stock is not eligible nor will become ineligible for quotation
on the Pink Sheets nor that its Common Stock does not meet all requirements for
the continuation of such quotation and (ii) the Company satisfies all the
requirements for the continued quotation of its Common Stock on the Pink
Sheets.
(x) DTC
Status. The Company’s transfer agent is a participant
in, and the Common Stock is eligible for transfer pursuant to, the Depository
Trust Company Automated Securities Transfer Program. The name, address,
telephone number, fax number, contact person and email address of the Company
transfer agent is set forth on Schedule
5(x)
hereto.
(y) Company Predecessor and
Subsidiaries. The Company makes each of the representations
contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (l), (o), (p),
(q), (s), (t) and (u) of this Agreement, as same relate or could be applicable
to each Subsidiary. All representations made by or relating to the
Company of a historical or prospective nature and all undertakings described in
Sections 9(g) through 9(l) shall relate, apply and refer to the Company and its
predecessors and successors. The Company represents that it owns all
of the equity of the Subsidiaries and rights to receive equity of the
Subsidiaries identified on Schedule
5(a), free and clear of all liens, encumbrances and claims, except as set
forth on Schedule
5(a) and any liens arising out of
this Transaction. No person or entity other than the Company
has the right to receive any equity interest in the Subsidiaries. The
Company further represents that the Subsidiaries have not been known by any
other name for the prior five years, except as set forth on Schedule
5(a).
(z) Correctness of
Representations. The Company represents that the foregoing
representations and warranties are true and correct as of the date hereof in all
material respects, and, unless the Company otherwise notifies the Subscribers
prior to the Closing Date, shall be true and correct in all material respects as
of the Closing Date; provided, that, if such representation or warranty is made
as of a different date, in which case such representation or warranty shall be
true as of such date.
(AA) Survival. The
foregoing representations and warranties shall survive the Closing
Date.
6.
Regulation
D Offering/Legal Opinion. The offer and issuance of the
Securities to the Subscribers is being made pursuant to the exemption from the
registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6)
of the 1933 Act and/or Rule 506 of Regulation D promulgated
thereunder. On the Closing Date, the Company will provide an opinion
reasonably acceptable to the Subscribers from the Company's legal counsel
opining on the availability of an exemption from registration under the 1933 Act
as it relates to the offer and issuance of the Securities and other matters
reasonably requested by Subscribers. A form of the legal opinion is
annexed hereto as Exhibit
G. The Company will provide, at the Company's expense, to the
Subscriber such other legal opinions, if any, as are reasonably necessary in
each Subscriber’s opinion for the issuance and resale of the Conversion Shares
and Warrant Shares pursuant to an effective registration statement, Rule 144
under the 1933 Act or other available exemption from registration.
7.1. Conversion of
Notes.
(a) Upon
the conversion of a Note or part thereof, the Company shall, at its own cost and
expense, take all necessary action, including obtaining and delivering an
opinion of counsel, to assure that the Company's transfer agent shall issue
stock certificates in the name of a Subscriber (or its permitted nominee) or
such other persons as designated by Subscriber and in such denominations to be
specified at conversion representing the number of shares of Common Stock
issuable upon such conversion. The Company warrants that no
instructions other than these instructions have been or will be given to the
transfer agent of the Company's Common Stock with respect to the transactions
contemplated hereby and that the certificates representing such shares shall
contain no legend other than the legend set forth in Section 4(h). If
and when a Subscriber sells the Conversion Shares, assuming (i) a registration
statement including such Conversion Shares for registration has been filed with
the Commission, is effective and the prospectus, as supplemented or amended,
contained therein is current and (ii) Subscriber or its agent confirms in
writing to the transfer agent that Subscriber has complied with the prospectus
delivery requirements, the Company will reissue the Conversion Shares without
restrictive legend and the Conversion Shares will be free-trading, and freely
transferable. In the event that the Conversion Shares are sold in a
manner that complies with Rule 144 promulgated under the 1933 Act, the Company
will promptly instruct its counsel to issue to the transfer agent an opinion
permitting removal of the legend indefinitely, provided that Subscriber delivers
all reasonably requested representations in support of such
opinion.
(b) Each
Subscriber will give notice of its decision to exercise its right to convert its
Note, interest, if any, or part thereof, by telecopying or otherwise delivering
a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to the
Company via confirmed telecopier transmission or otherwise pursuant to Section
13(a) of this Agreement. Subscriber will not be required to surrender
the Note until the Note has been fully converted or satisfied. Each
date on which a Notice of Conversion is telecopied to the Company in accordance
with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the
Company after 6 PM ET, then the next business day) shall be deemed a “Conversion
Date.” The Company will itself or cause the Company’s transfer
agent to transmit the Company's Common Stock certificates representing the
Conversion Shares issuable upon conversion of the Note to Subscriber via express
courier for receipt by
Subscriber
within five (5) business days after the Conversion Date (such fifth day being
the "Delivery
Date"). In the event the Conversion Shares are electronically
transferable, then delivery of the Shares must be made by
electronic transfer provided request for such electronic transfer has been made
by the Subscriber. A Note representing the balance of the Note
not so converted will be provided by the Company to Subscriber if requested by
Subscriber, provided Subscriber delivers the original Note to the Company prior
thereto.
(c) The
Company understands that a delay in the delivery of the Conversion Shares in the
form required pursuant to Section 7.1 hereof later than the Delivery Date could
result in economic loss to the Subscribers. As compensation to
Subscribers for such loss, the Company agrees to pay (as liquidated damages and
not as a penalty) to each applicable Subscriber for late issuance of Conversion
Shares in the form required pursuant to Section 7.1 hereof upon Conversion of
the Note, the amount of $100 per business day after the Delivery Date for each
$10,000 of Note principal amount and interest (and proportionately for other
amounts) being converted of the corresponding Conversion Shares which are not
timely delivered. The Company shall pay any payments incurred under
this Section upon demand. Furthermore, in addition to any other
remedies which may be available to the Subscribers, in the event that the
Company fails for any reason to effect delivery of the Conversion Shares within
seven (7) business days after the Delivery Date, the relevant Subscriber will be
entitled to revoke all or part of the relevant Notice of Conversion by delivery
of a notice to such effect to the Company whereupon the Company and Subscriber
shall each be restored to their respective positions immediately prior to the
delivery of such notice, except that the damages payable in connection with the
Company’s default shall be payable through the date notice of revocation or
rescission is given to the Company.
7.2. Maximum
Conversion. A Subscriber shall not be entitled to convert on a
Conversion Date that amount of a Note nor may the Company make any payment
including principal, interest, if any, or liquidated or other damages by
delivery of Conversion Shares in connection with that number of Conversion
Shares which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by such Subscriber and its Affiliates on a Conversion
Date or payment date, and (ii) the number of Conversion Shares issuable upon the
conversion of the Note with respect to which the determination of this provision
is being made on a calculation date, which would result in beneficial ownership
by Subscriber and its Affiliates of more than 4.99% of the outstanding shares of
Common Stock of the Company on such Conversion Date. For the purposes
of the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Rule 13d-3 thereunder. Subject to the foregoing, the
Subscriber shall not be limited to aggregate conversions of only 4.99% and
aggregate conversions by the Subscriber may exceed 4.99%. The
Subscriber may increase the permitted beneficial ownership amount up to 9.99%
upon and effective after 61 days prior written notice to the
Company. Subscriber may allocate which of the equity of the Company
deemed beneficially owned by Subscriber shall be included in the 4.99% amount
described above and which shall be allocated to the excess above
4.99%.
7.3. Injunction Posting of
Bond. In the event a Subscriber shall elect to convert a Note
or part thereof, the Company may not refuse conversion based on any claim that
Subscriber or any one associated or affiliated with Subscriber has been engaged
in any violation of law, or for any other reason, unless, a final non-appealable
injunction from a court made on notice to Subscriber, restraining and or
enjoining conversion of all or part of such Note shall have been sought and
obtained by the Company or the Company has posted a surety bond for the benefit
of Subscriber in the amount of 120% of the outstanding principal and accrued but
unpaid interest, if any, of the Note, or aggregate purchase price of the
Conversion Shares which are sought to be subject to the injunction, which bond
shall remain in effect until the completion of arbitration/litigation of the
dispute and the proceeds of which shall be payable to Subscriber to the extent
the judgment or decision is in Subscriber’s favor.
7.4. Buy-In. In
addition to any other rights available to Subscribers, if the Company fails to
deliver to a Subscriber Conversion Shares by the Delivery Date and if after the
Delivery Date Subscriber or a broker on Subscriber’s behalf purchases (in an
open market transaction or otherwise) shares of Common Stock to
deliver
in satisfaction of a sale by Subscriber of the Common Stock which Subscriber was
entitled to receive upon such conversion (a “Buy-In”), then the Company
shall pay to Subscriber (in addition to any remedies available to or elected by
the Subscriber) the amount by which (A) Subscriber's total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (B) the aggregate principal and/or interest (if any)amount of
the Note for which such conversion request was not timely honored together with
interest thereon at a rate of 15% per annum, accruing until such amount and any
accrued interest thereon is paid in full (which amount shall be paid as
liquidated damages and not as a penalty). For example, if a
Subscriber purchases shares of Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of
Note principal and/or interest, if any, the Company shall be required to pay
Subscriber $1,000 plus interest. Subscriber shall provide the Company written
notice and evidence indicating the amounts payable to Subscriber in respect of
the Buy-In.
7.5. Adjustments. The
Conversion Price, Warrant exercise price and amount of Conversion Shares and
Warrant Shares shall be equitably adjusted and as otherwise described in this
Agreement, the Notes and Warrants.
7.6. Redemption. The
Note shall not be redeemable or callable by the Company, except as described in
the Note.
8.
Fees.
(a) Broker. The
Company on the one hand, and each Subscriber (for himself only) on the other
hand, agree to indemnify the other against and hold the other harmless from any
and all liabilities to any persons other than Chardan Capital Markets LLC (the
“Broker”), claiming
brokerage commissions, finder’s fees or due diligence fees on account of
services purported to have been rendered on behalf of the indemnifying party in
connection with this Agreement or the transactions contemplated hereby or in
connection with any investment in the Company at any time, whether or not such
investment was consummated and arising out of such party’s
actions. The Company represents that there are no parties entitled to
receive fees, commissions, due diligence fees, or similar payments in connection
with the Offering except as described on Schedule
8(a). The Company is solely responsible for payment of the
fees and the issuance of the warrants described on Schedule
8(a).
(b) Subscriber’s Legal
Fees. The Company shall pay the Subscriber $50,000
(“Legal Fees”) as
reimbursement for legal services rendered for the Subscriber in connection with
this Agreement (the “Offering”) and for expenses
incurred by Subscribers in connection with the Offering relating to the security
interest described in Section 3 of this Agreement.
(c) Due Diligence
Fee. The Company will pay a due diligence fee (“Due Diligence Fee”) to
Iroquois Master Fund Ltd. in the amount of $70,000. The Due Diligence
Fee shall be payable in cash at Closing.
9.
Covenants of the
Company. The Company covenants and agrees with the Subscribers
as follows:
(a) Stop
Orders. Subject to the prior notice requirement described in
Section 9(n), the Company will advise the Subscribers, within twenty-four hours
after it receives notice of issuance by the Commission, any state securities
commission or any other regulatory authority of any stop order or of any order
preventing or suspending any offering of any securities of the Company, or of
the suspension of the qualification of the Common Stock of the Company for
offering or sale in any jurisdiction, or the initiation of any proceeding for
any such purpose. The Company will not issue any stop transfer order
or other order impeding the sale, resale
or
delivery of any of the Securities, except as may be required by any applicable
federal or state securities laws and unless contemporaneous notice of such
instruction is given to the Subscribers.
(b) Listing/Quotation. The
Company shall promptly secure the quotation or listing of the Conversion Shares
and Warrant Shares upon each national securities exchange, or automated
quotation system upon which the Company’s Common Stock is quoted or listed and
upon which such Conversion Shares and Warrant Shares are or become eligible for
quotation or listing (subject to official notice of issuance) and shall maintain
same so long as any Notes and Warrants are outstanding. The Company
will maintain the quotation or listing of its Common Stock on the American Stock
Exchange, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select
Market, OTC Bulletin Board, Pink OTC Market , or New York Stock Exchange
(whichever of the foregoing is at the time the principal trading exchange or
market for the Common Stock (the “Principal Market”), and will
comply in all respects with the Company's reporting, filing and other
obligations under the bylaws or rules of the Principal Market, as applicable.
The Company will provide Subscribers with copies of all notices it receives
notifying the Company of the threatened and actual delisting of the Common Stock
from any Principal Market. As of the date of this Agreement, the Pink
OTC Market or “Pink Sheets” is the Principal Market. The Company
undertakes that from and after thirty days after the Closing Date, the American
Stock Exchange, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global
Select Market or OTC Bulletin Board will be the Principal Market. As
of thirty days after Closing, the Pink Sheets will no longer be included in the
definition of Principal Market.
(c) Market
Regulations. If required, the Company shall notify the
Commission, the Principal Market and applicable state authorities, in accordance
with their requirements, of the transactions contemplated by this Agreement, and
shall take all other necessary action and proceedings as may be required and
permitted by applicable law, rule and regulation, for the legal and valid
issuance of the Securities to the Subscribers and promptly provide copies
thereof to the Subscribers.
(d) Filing
Requirements. From the date of this Agreement and until the
last to occur of (i) all the Conversion Shares have been resold or transferred
by the Subscribers pursuant to a registration statement or pursuant to Rule
144(b)(1)(i), or (ii) the Notes and Warrants are no longer outstanding (the date
of such latest occurrence being the “End Date”), the Company will
(A) cause its Common Stock to continue to be registered under Section 12(b) or
12(g) of the 1934 Act, (B) comply in all respects with its reporting and filing
obligations under the 1934 Act, (C) voluntarily comply with all reporting
requirements that are applicable to an issuer with a class of shares registered
pursuant to Section 12(b) or 12(g) of the 1934 Act, if the Company is not
subject to such reporting requirements, and (D) comply with all requirements
related to any registration statement filed pursuant to this
Agreement. The Company will use its best efforts not to take any
action or file any document (whether or not permitted by the 1933 Act or the
1934 Act or the rules thereunder) to terminate or suspend such registration or
to terminate or suspend its reporting and filing obligations under said acts
until the End Date. Until the End Date, the Company will continue the
listing or quotation of the Common Stock on a Principal Market and will comply
in all respects with the Company’s reporting, filing and other obligations under
the bylaws or rules of the Principal Market. The Company agrees to
timely file a Form D with respect to the Securities if required under Regulation
D and to provide a copy thereof to Subscribers promptly after such
filing.
(e) Use of
Proceeds. The proceeds of the Offering will be
substantially employed by the Company for working capital. The
Purchase Price may not and will not be used for payment of financing related
debt, redemption of outstanding notes or equity instruments of the Company nor
non-trade obligations outstanding on the Closing Date. For so long as
any Note is outstanding, the Company will not prepay any financing related debt
obligations, except in respect of the Notes or with respect to equipment
payments, nor redeem any equity instruments of the Company, in either case,
without the prior consent of the Subscribers.
(f) Reservation. Prior
to the Closing, the Company undertakes to reserve on behalf of Subscribers
from its authorized but unissued Common Stock, a number of shares of Common
Stock equal to 125% of the amount of Common Stock necessary to allow Subscribers
to be able to convert the entire Notes and 100% of the amount of Warrant Shares
issuable upon exercise of the Warrants (“Required Reservation”).
Failure to have sufficient shares reserved pursuant to this Section 9(f) at any
time shall be a material default of the Company’s obligations under this
Agreement and an Event of Default under the Notes. If at any time
Notes and Warrants are outstanding the Company has insufficient Common Stock
reserved on behalf of the Subscribers in an amount less than 115% of the amount
necessary for full conversion of the outstanding Notes principal and interest at
the conversion price that would be in effect on every such date and 100% of the
Warrant Shares (“Minimum
Required Reservation”), the Company will promptly reserve the Minimum
Required Reservation, or if there are insufficient authorized and available
shares of Common Stock to do so, the Company will take all action necessary to
increase its authorized capital to be able to fully satisfy its reservation
requirements hereunder, including the filing of a preliminary proxy with the
Commission not later than fifteen business days after the first day the Company
has less than the Minimum Required Reservation. The Company agrees to
provide notice to the Subscribers not later than three days after the date the
Company has less than the Minimum Required Reservation reserved on behalf of the
Subscriber.
(g) DTC
Program. At all times that Notes or Warrants are outstanding,
the Company will employ as the transfer agent for the Common Stock, Conversion
Shares and Warrant Shares a participant in the Depository Trust Company
Automated Securities Transfer Program.
(h) Taxes. From
the date of this Agreement and until the End Date, the Company will promptly pay
and discharge, or cause to be paid and discharged, when due and payable, all
lawful taxes, assessments and governmental charges or levies imposed upon the
income, profits, property or business of the Company; provided, however, that
any such tax, assessment, charge or levy need not be paid if the validity
thereof shall currently be contested in good faith by appropriate proceedings
and if the Company shall have set aside on its books adequate reserves with
respect thereto, and provided, further, that the Company will pay all such
taxes, assessments, charges or levies forthwith upon the commencement of
proceedings to foreclose any lien which may have attached as security
therefore.
(i) Insurance. From
the date of this Agreement and until the End Date, the Company will keep its
assets which are of an insurable character insured by financially sound and
reputable insurers against loss or damage by fire, explosion and other risks
customarily insured against by companies in the Company’s line of business and
location, in amounts and to the extent and in the manner customary for companies
in similar businesses similarly situated and located and to the extent available
on commercially reasonable terms; provided that the Company shall not be
obligated to secure and maintain products liability insurance until such time as
the Company enters into written sale and distribution agreements with one or
more distributors of the Company’s products that provide minimum aggregate
annual revenues to the Company of at least $100,000.
(j) Books and
Records. From the date of this Agreement and until the End
Date, the Company will keep true records and books of account in which full,
true and correct entries will be made of all dealings or transactions in
relation to its business and affairs in accordance with generally accepted
accounting principles applied on a consistent basis.
(k) Governmental
Authorities. From the date of this Agreement and until
the End Date, the Company shall duly observe and conform in all material
respects to all valid requirements of governmental authorities relating to the
conduct of its business or to its properties or assets.
(l) Intellectual
Property. From the date of this Agreement and until the End
Date, the Company shall maintain in full force and effect its corporate
existence, rights and franchises and all licenses
and other
rights to use intellectual property owned or possessed by it and reasonably
deemed to be necessary to the conduct of its business, unless it is sold for
value. Schedule
9(l) hereto identifies all of the intellectual property owned by the
Company and Subsidiaries.
(m) Properties. From
the date of this Agreement and until the End Date, the Company will keep its
properties in good repair, working order and condition, reasonable wear and tear
excepted, and from time to time make all necessary and proper repairs, renewals,
replacements, additions and improvements thereto; and the Company will at all
times comply with each provision of all leases and claims to which it is a party
or under which it occupies or has rights to property if the breach of such
provision could reasonably be expected to have a Material Adverse
Effect. The Company will not abandon any of its assets except for
those assets which have negligible or marginal value or for which it is prudent
to do so under the circumstances.
(n) Confidentiality/Public
Announcement. From the date of this Agreement and until
the End Date, the Company agrees that except in connection with a Form 8-K, Form
10-Q, Form 10-K and the registration statement or statements regarding the
Subscribers’ Securities or in correspondence with the Commission regarding same,
it will not disclose publicly or privately the identity of the Subscribers
unless expressly agreed to in writing by Subscribers or only to the extent
required by law and then only upon not less than three days prior notice to
Subscribers. In any event and subject to the foregoing, the Company
undertakes to file a Form 8-K describing the Offering not later than the third
(3rd)
business day after the Closing Date. Prior to the filing date of such
Form 8-K, a draft in the final form will be provided to Subscribers for
Subscribers’ review and approval. In the Form 8-K, the Company will
specifically disclose the amount of Common Stock outstanding immediately after
the Closing. Upon delivery by the Company to the
Subscribers after the Closing Date of any notice or information, in writing,
electronically or otherwise, and while a Note, Conversion Shares or Warrants are
held by Subscribers, unless the Company has in good faith determined
that the matters relating to such notice do not
constitute material, nonpublic information relating to
the Company or Subsidiaries, the Company shall within one
business day after any such delivery publicly disclose such
material, nonpublic information on a
Report on Form 8-K. In the event that
the Company believes that a notice or communication to
Subscribers contains material, nonpublic information relating to the Company or
Subsidiaries, the Company shall so indicate to Subscribers prior to delivery of
such notice or information. Subscribers will be granted sufficient
time to notify the Company that Subscribers elects not to receive such
information. In such case, the Company will not deliver such
information to Subscribers. In the absence of any such
indication, Subscribers shall be allowed to presume that all matters
relating to such notice and information do not constitute material,
nonpublic information relating to the Company or
Subsidiaries.
(o) Non-Public
Information. The Company covenants
and agrees that except for the Reports, Other Written Information and schedules
and exhibits to this Agreement and the Transaction Documents, which information
the Company undertakes to publicly disclose on the Form 8-K described in Section
9(n) above, neither it nor any other person acting on its behalf will at any
time provide Subscribers or its agents or counsel with any
information that the Company believes constitutes material non-public
information, unless prior thereto Subscribers shall have agreed in writing to
accept such information. The Company understands and confirms that
Subscribers shall be relying on the foregoing
representations in effecting transactions in securities of the
Company.
(p) Negative
Covenants. So long as a Note is outstanding, without the
consent of the Subscribers, the Company will not and will not permit any of its
Subsidiaries to directly or indirectly:
(i) create,
incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit
arrangement, lien, charge, claim, security interest, security title, mortgage,
security deed or deed of trust, easement or encumbrance, or preference, priority
or other security agreement or preferential arrangement of any kind or nature
whatsoever (including any lease or title retention agreement, any financing
lease
having
substantially the same economic effect as any of the foregoing, and the filing
of, or agreement to give, any financing statement perfecting a security interest
under the Uniform Commercial Code or comparable law of any jurisdiction) (each,
a “Lien”) upon any of
its property, whether now owned or hereafter acquired except for: (A)
the Excepted Issuances (as defined in Section 12(b) hereof), and (B) (a) Liens
imposed by law for taxes that are not yet due or are being contested in good
faith and for which adequate reserves have been established in accordance with
generally accepted accounting principles; (b) carriers’, warehousemen’s,
mechanics’, material men’s, repairmen’s and other like Liens imposed by law,
arising in the ordinary course of business and securing obligations that are not
overdue by more than 30 days or that are being contested in good faith and by
appropriate proceedings; (c) pledges and deposits made in the ordinary course of
business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations; (d) deposits to secure the
performance of bids, trade contracts, leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature, in each
case in the ordinary course of business; (e) Liens created with respect to the
financing of the purchase of new property in the ordinary course of the
Company’s business up to the amount of the purchase price of such property; (f)
easements, zoning restrictions, rights-of-way and similar encumbrances on real
property imposed by law or arising in the ordinary course of business that do
not secure any monetary obligations and do not materially detract from the value
of the affected property, and (g) the liens described on Schedule
9(p) hereto (each of (a) through (g), a “Permitted Lien”);
(ii) amend
its certificate of incorporation, bylaws or its charter documents so as to
materially and adversely affect any rights of the Subscribers (an increase in
the amount of authorized shares and an increase in the number of directors will
not be deemed adverse to the rights of the Subscribers);
(iii) repay,
repurchase or offer to repay, repurchase or otherwise acquire or make any
dividend or distribution in respect of any of its Common Stock, preferred stock,
or other equity securities other than to the extent permitted or required under
the Transaction Documents;
(iv) engage
in any transactions with any officer, director, employee or any Affiliate of the
Company, including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner, in each case in excess of $100,000
other than (i) for payment of salary, or fees for services rendered, (ii)
reimbursement for expenses incurred on behalf of the Company, (iii) for other
employee benefits, including stock option agreements under any stock option plan
of the Company, and (iv) transactions and arrangements which the Company has
entered into prior to the date hereof and which have been disclosed in the
Reports; or
(v) prepay
or redeem any financing related debt or past due obligations or securities
outstanding as of the Closing Date, or past due obligations (except with respect
to vendor obligations, or any such obligations which in management’s good faith,
reasonable judgment must be repaid to avoid disruption of the Company’s
businesses); or
(vi) issue
any Common Stock or other equity of the Company or right to receive equity of
the Company pursuant to Section 3(a)(10) under the Act except to Subscribers or
their Affiliates.
(q) Offering
Restrictions. For so long as the Notes are outstanding,
the Company will not enter into any Equity Line of Credit or similar agreement,
nor issue nor agree to issue any floating or Variable Priced Equity Linked
Instruments nor any of the foregoing or equity with price reset rights
(collectively, the “Variable
Rate Restrictions”). For purposes hereof, “Equity Line of Credit” shall
include any transaction involving a written agreement between the Company and an
investor or underwriter whereby the Company has the right to “put” its
securities to the investor or underwriter over an agreed period of time and at
an agreed price or
price
formula, and “Variable Priced
Equity Linked Instruments” shall include: (A) any debt or equity
securities which are convertible into, exercisable or exchangeable for, or carry
the right to receive additional shares of Common Stock either (1) at any
conversion, exercise or exchange rate or other price that is based upon and/or
varies with the trading prices of or quotations for Common Stock at any time
after the initial issuance of such debt or equity security, or (2) with a fixed
conversion, exercise or exchange price that is subject to being reset at some
future date at any time after the initial issuance of such debt or equity
security due to a change in the market price of the Company’s Common Stock since
date of initial issuance, and (B) any amortizing convertible security which
amortizes prior to its maturity date, where the Company is required or has the
option to (or any investor in such transaction has the option to require the
Company to) make such amortization payments in shares of Common Stock which are
valued at a price that is based upon and/or varies with the trading prices of or
quotations for Common Stock at any time after the initial issuance of such debt
or equity security (whether or not such payments in stock are subject to certain
equity conditions).
(r) Seniority. Except
for Permitted Liens, until the Notes are fully satisfied or converted, the
Company shall not grant nor allow any security interest to be taken in any
assets of the Company or any Subsidiary or any Subsidiary’s assets; nor issue
any debt, equity or other instrument which would give the holder thereof
directly or indirectly, a right in any assets of the Company or any Subsidiary
or any right to payment equal to or superior to any right of the Subscribers as
holders of the Notes in or to such assets or payment, nor issue or incur any
debt not in the ordinary course of business.
(s) Notices. For
so long as the Subscribers hold any Securities, the Company will maintain a
United States address and United States fax number for notice purposes under the
Transaction Documents.
(t) Transactions With
Insiders. So long as the Notes are outstanding, the Company
shall not, and shall cause each of its Subsidiaries not to, enter into, amend,
modify or supplement, or permit any Subsidiary to enter into, amend, modify or
supplement, any agreement, transaction, commitment, or arrangement relating to
the sale, transfer or assignment of any of the Company’s tangible or intangible
assets with any of its Insiders (as defined below)(or any persons who were
Insiders at any time during the previous two (2) years), or any Affiliates (as
defined below) thereof, or with any individual related by blood, marriage, or
adoption to any such individual. For the avoidance of doubt, the
foregoing sentence shall not apply to or in any way restrict the Company from
performing its obligations under or with respect to transactions or arrangements
entered into prior to the date hereof that have been disclosed in the
Reports. “Affiliate” for purposes of
this Section 9(t) means, with respect to any person or entity, another person or
entity that, directly or indirectly, (i) has a ten percent (10%) or more equity
interest in that person or entity, (ii) has ten percent (10%) or more common
ownership with that person or entity, (iii) controls that person or entity, or
(iv) shares common control with that person or entity. “Control” or
“Controls” for purposes hereof means that a person or entity has the power,
direct or indirect, to conduct or govern the policies of another person or
entity. For purposes hereof, “Insiders” shall mean any officer,
director or manager of the Company, including but not limited to the Company’s
president, chief executive officer, chief financial officer and chief operations
officer, and any of their affiliates or family members.
10. Covenants of the Company
Regarding Indemnification.
(a) The
Company agrees to indemnify, hold harmless, reimburse and defend the
Subscribers, the Subscribers’ officers, directors, agents, counsel, Affiliates,
members, managers, control persons, and principal shareholders, against any
claim, cost, expense, liability, obligation, loss or damage (including
reasonable legal fees) of any nature, incurred by or imposed upon the
Subscribers or any such person which results, arises out of or is based upon (i)
any material misrepresentation by Company or breach of any representation or
warranty by Company in this Agreement or in any Exhibits or Schedules attached
hereto in any Transaction Document, or other agreement delivered pursuant hereto
or in connection herewith, now or after the
date
hereof; or (ii) after any applicable notice and/or cure periods, any breach or
default in performance by the Company of any covenant or undertaking to be
performed by the Company hereunder, or any other agreement entered into by the
Company and Subscribers relating hereto.
(b) In
no event shall the liability of the Subscribers or permitted successor hereunder
or under any Transaction Document or other agreement delivered in connection
herewith be greater in amount than the dollar amount of the net proceeds
actually received by such Subscriber or successor upon the sale of
Securities.
(c) The
procedures set forth in Section 11.6 shall apply to the indemnification set
forth in Section 10(a).
11. Unlegended Shares and 144
Sales.
(a) Delivery of Unlegended
Shares. Within five (5) business days (such fifth business day
being the “Unlegended Shares
Delivery Date”) after the day on which the Company has received (i) a
notice that Conversion Shares, Warrant Shares or any other Common Stock held by
Subscriber has been sold pursuant to a registration statement or Rule 144 under
the 1933 Act, (ii) a representation that the prospectus delivery requirements,
or the requirements of Rule 144, as applicable and if required, have been
satisfied, (iii) the original share certificates representing the shares of
Common Stock that have been sold, and (iv) in the case of sales under Rule 144,
customary representation letters of the Subscriber and, if required,
Subscriber’s broker regarding compliance with the requirements of Rule 144, the
Company at its expense, (y) shall deliver, and shall cause legal counsel
selected by the Company to deliver to its transfer agent (with copies to
Subscriber) an appropriate instruction and opinion of such counsel, directing
the delivery of shares of Common Stock without any legends including the legend
set forth in Section 4(h) above (the “Unlegended Shares”); and (z)
cause the transmission of the certificates representing the Unlegended Shares
together with a legended certificate representing the balance of the submitted
Common Stock certificate, if any, to the Subscriber at the address specified in
the notice of sale, via express courier, by electronic transfer or otherwise on
or before the Unlegended Shares Delivery Date.
(b) DWAC. In
lieu of delivering physical certificates representing the Unlegended Shares,
upon request of Subscribers, so long as the certificates therefor do not bear a
legend and the Subscriber is not obligated to return such certificate for the
placement of a legend thereon, the Company shall cause its transfer agent to
electronically transmit the Unlegended Shares by crediting the account of
Subscriber’s prime broker with the Depository Trust Company through its Deposit
Withdrawal Agent Commission system, if such transfer agent participates in such
DWAC system. Such delivery must be made on or before the Unlegended
Shares Delivery Date.
(c) Late Delivery of Unlegended
Shares. The Company understands that a delay in the
delivery of the Unlegended Shares pursuant to Section 11 hereof later than the
Unlegended Shares Delivery Date could result in economic loss to a
Subscriber. As compensation to a Subscriber for such loss, the
Company agrees to pay late payment fees (as liquidated damages and not as a
penalty) to the Subscriber for late delivery of Unlegended Shares in the amount
of $100 per business day after the Unlegended Shares Delivery Date for each
$10,000 of purchase price of the Unlegended Shares subject to the delivery
default. If during any 360 day period, the Company fails to deliver
Unlegended Shares as required by this Section 10 for an aggregate of thirty
days, then each Subscriber or assignee holding Securities subject to such
default may, at its option, require the Company to redeem all or any portion of
the Unlegended Shares subject to such default at a price per share equal to the
greater of (i) 105% of the Purchase Price paid by the Subscriber for the
Unlegended Shares that were not timely delivered, or (ii) a fraction in which
the numerator is the highest closing price of the Common Stock during the
aforedescribed thirty day period and the denominator of which is the lowest
conversion price or exercise price, as
the case
may be, during such thirty day period, multiplied by the price paid by
Subscriber for such Common Stock (“Unlegended Redemption
Amount”). The Company shall pay any payments incurred under
this Section in immediately available funds upon demand.
(d) Injunction. In
the event a Subscriber shall request delivery of Unlegended Shares as described
in Section 11 and the Company is required to deliver such Unlegended Shares
pursuant to Section 11, the Company may not refuse to deliver Unlegended Shares
based on any claim that such Subscriber or any one associated or affiliated with
such Subscriber has been engaged in any violation of law, or for any other
reason, unless, an injunction or temporary restraining order from a court, on
notice, restraining and or enjoining delivery of such Unlegended Shares shall
have been sought and obtained by the Company and the Company has posted a surety
bond for the benefit of such Subscriber in the amount of 120% of the amount of
the aggregate purchase price of the Common Stock which is subject to the
injunction or temporary restraining order, which bond shall remain in effect
until the completion of arbitration/litigation of the dispute and the proceeds
of which shall be payable to such Subscriber to the extent Subscriber obtains
judgment in Subscriber’s favor.
(e) Buy-In. In
addition to any other rights available to Subscriber, if the Company fails to
deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement
and after the Unlegended Shares Delivery Date the Subscriber, or a broker on the
Subscriber’s behalf, purchases (in an open market transaction or otherwise)
shares of common stock to deliver in satisfaction of a sale by such Subscriber
of the shares of Common Stock which the Subscriber was entitled to receive from
the Company (a "Buy-In"), then the Company
shall promptly pay in cash to the Subscriber (in addition to any remedies
available to or elected by the Subscriber) the amount by which (A) the
Subscriber's total purchase price (including brokerage commissions, if any) for
the shares of common stock so purchased exceeds (B) the aggregate purchase price
of the shares of Common Stock delivered to the Company for reissuance as
Unlegended Shares together with interest thereon at a rate of 15% per annum
accruing until such amount and any accrued interest thereon is paid in full
(which amount shall be paid as liquidated damages and not as a
penalty). For example, if a Subscriber purchases shares of Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
$10,000 of purchase price of shares of Common Stock delivered to the Company for
reissuance as Unlegended Shares, the Company shall be required to pay the
Subscriber $1,000, plus interest. The Subscriber shall provide the Company
written notice indicating the amounts payable to the Subscriber in respect of
the Buy-In.
(f) 144
Default. In the event commencing six months after the
Closing Date and ending twenty-four (24) months thereafter, the
Subscriber is not permitted to sell any of the Conversion Shares or Warrant
Shares without any restrictive legend or if such sales are permitted but subject
to volume limitations or further restrictions on resale as a result of the
unavailability to Subscriber of Rule 144(b)(1)(i) under the 1933 Act or any
successor rule (a “144
Default”), for any reason including but not limited to failure by the
Company to file quarterly, annual or any other filings by the required filing
dates, except for Subscriber’s status as an Affiliate or “control person” of the
Company or as a result of a change in current applicable securities laws, then
the Company shall pay such Subscriber as liquidated damages and not as a penalty
for each thirty days (or such lesser pro-rata amount for any period less than
thirty days) an amount equal to two percent (2%) of the purchase price of the
Conversion Shares and Warrant Shares subject to such 144
Default. Liquidated Damages shall not be payable pursuant to this
Section 11.8 in connection with Shares for such times as such Shares may be sold
by the holder thereof without any legend or volume or other restrictions
pursuant to Section 144(b)(1)(i) of the 1933 Act or pursuant to an effective
registration statement.
12. (a) Right of First
Refusal. Until one year following the Closing Date or for so
long as any amount remains outstanding on the Notes, the Subscribers shall be
given not less than fifteen (15) business days prior written notice of any
proposed sale by the Company of its common stock or other securities or equity
linked debt obligations, except in connection with the Excepted Issuances [as
defined in Section 12(b)]. If Subscribers elect to exercise their
rights pursuant to this Section 12(a), Subscribers shall have the right during
the
fifteen
(15) business days following receipt of the notice to purchase in the aggregate
up to all of such offered common stock, debt or other securities in accordance
with the terms and conditions set forth in the notice of sale relative to each
other in proportion to the amount principal of the Notes to be issued to them on
the Closing Date. In the event such terms and conditions are modified
during the notice period, Subscribers shall be given prompt notice of such
modification and shall have the right during the fifteen (15) business days
following the notice of modification to exercise such right.
(b) Favored Nations
Provision. Other than in connection with (i) full or partial
consideration in connection with a strategic merger, acquisition, consolidation
or purchase of substantially all of the securities or assets of a corporation or
other entity which holders of such securities or debt are not at any time
granted registration rights, (ii) the Company’s or any Subsidiary’s issuance of
securities in connection with strategic license agreements and other partnering
arrangements so long as such issuances are not for the purpose of raising
capital and which holders of such securities or debt are not at any time granted
registration rights, (iii) the Company’s issuance of Common Stock or the
issuances or grants of options to purchase Common Stock to employees, directors,
and consultants, pursuant to plans described on Schedule
5(d) as such plans are constituted on the Closing Date, (iv) securities
issued upon the exercise or exchange of or conversion of any securities
exercisable or exchangeable for or convertible into shares of Common Stock
issued and outstanding on the date of this Agreement on the terms in effect on
the Closing Date without any amendment thereof after the Closing Date, and which
are described on Schedule
5(d), (v) all other issuances of common stock described on Schedule
5(d), (vi) as a result of the exercise of Warrants or conversion of Notes
which are granted or issued pursuant to this Agreement, and (vii) securities
issued to one or more Subscribers or their respective Affiliates pursuant to
Section 3(a)(10) of the 1933 Act or otherwise (collectively, the
foregoing (i) through (vii) are “Excepted Issuances”), if at
any time the Notes or Warrants are outstanding, the Company shall agree to or
issue (the “Lower Price
Issuance”) any Common Stock or securities convertible into or exercisable
for shares of Common Stock (or modify any of the foregoing which may be
outstanding) to any person or entity at a price per share or conversion or
exercise price per share which shall be less than the Conversion Price in effect
at such time, or if less than the Warrant exercise price in effect at such time,
without the consent of the Subscribers, then the Conversion Price and Warrant
exercise price shall automatically be reduced to such other lower
price. Common Stock issued or issuable by the Company for no
consideration or for consideration that cannot be determined at the time of
issue will be deemed issuable or to have been issued for $0.01 per share of
Common Stock. The rights of Subscribers set forth in this Section 12
are in addition to any other rights the Subscribers have pursuant to this
Agreement, the Notes, any Transaction Document, and any other agreement referred
to or entered into in connection herewith or to which Subscribers and Company
are parties.
(c) Maximum Exercise of
Rights. In the event the exercise of the rights
described in Section 12(a) and Section 12(b) would or could result in the
issuance of an amount of Common Stock of the Company that would exceed the
maximum amount that may be issued to Subscribers calculated in the manner
described in Section 7.2 of this Agreement, then the issuance of such additional
shares of Common Stock of the Company to Subscribers will be deferred in whole
or in part until such time as Subscribers are able to beneficially own such
Common Stock without exceeding the applicable maximum amount set forth
calculated in the manner described in Section 7.2 of this Agreement and notifies
the Company accordingly.
13. Miscellaneous.
(a)
Notices. All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or
permitted to be given hereunder shall be
deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be: (i) if to the
Company, to: Medis Technologies Ltd., 800 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000,
Attn: Xxxx X. Xxxxx, CEO and President, facsimile: (000) 000-0000, with a copy
to: Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, 1200 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, XX 00000, Attn: Xxx X. Xxxxxxx, Esq., facsimile: (000) 000-0000, and (ii)
if to the Subscribers, to: the addresses and fax numbers indicated on Schedule
I hereto, with an additional copy by fax only to: Grushko & Xxxxxxx,
P.C., 550 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, facsimile: (000)
000-0000.
(b) Entire Agreement;
Assignment. This Agreement and other documents delivered in
connection herewith represent the entire agreement between the parties hereto
with respect to the subject matter hereof and may be amended only by a writing
executed by both parties. Neither the Company nor the Subscribers has
relied on any representations not contained or referred to in this Agreement and
the documents delivered herewith. No right or obligation of the
Company shall be assigned without prior notice to and the written consent of the
Subscribers.
(c) Counterparts/Execution. This
Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument. This Agreement may be executed by facsimile
signature and delivered by electronic transmission.
(d) Law Governing this
Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to
principles of conflicts of laws. Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of New York or in the federal courts located in
the state and county of New York. The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non
conveniens. The parties executing this Agreement
and other agreements referred to herein or delivered in connection herewith on
behalf of the Company agree to submit to the in personam jurisdiction of such
courts and hereby irrevocably waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney's fees and costs. In the event that any provision
of this Agreement or any other agreement delivered in connection herewith is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision of any agreement. Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law.
(e) Specific Enforcement,
Consent to Jurisdiction. The Company and Subscribers
acknowledge and agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to seek an injunction or injunctions to
prevent or cure breaches
of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which any of
them may be entitled by law or equity. Subject to Section 13(d)
hereof, the Company hereby irrevocably waives, and agrees not to assert in any
such suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction in New York of such court, that the suit, action or proceeding
is brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper. Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.
(f)
Damages. In
the event the Subscriber is entitled to receive any liquidated damages pursuant
to the Transaction Documents, the Subscriber may elect to receive the greater of
actual damages or such liquidated damages.
(g) Maximum
Payments. Nothing contained herein or in any document
referred to herein or delivered in connection herewith shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that
the rate of interest or dividends required to be paid or other charges hereunder
exceed the maximum permitted by such law, any payments in excess of such maximum
shall be credited against amounts owed by the Company to the Subscribers and
thus refunded to the Company.
(h) Calendar
Days. All references to “days” in the Transaction
Documents shall mean calendar days unless otherwise stated. The terms
“business days” and “trading days” shall mean days that the New York Stock
Exchange is open for trading for three or more hours. Time periods
shall be determined as if the relevant action, calculation or time period were
occurring in New York City. Any deadline that falls on a non-business
day in any of the Transaction Documents shall be automatically extended to the
next business day and interest, if any, shall be calculated and payable through
such extended period.
(i) Captions: Certain
Definitions. The captions of the various sections and
paragraphs of this Agreement have been inserted only for the purposes of
convenience; such captions are not a part of this Agreement and shall not be
deemed in any manner to modify, explain, enlarge or restrict any of the
provisions of this Agreement. As used in this Agreement the term
“person” shall
mean and include an individual, a partnership, a joint venture, a corporation, a
limited liability company, a trust, an unincorporated organization and a
government or any department or agency thereof.
(j) Consent. As
used in this Agreement and the Transaction Documents and any other agreement
delivered in connection herewith, the phrase “Consent of the Subscribers” or
similar language means the consent of holders of not less than a majority of the
outstanding principal amount of Notes outstanding on the date consent is
requested and which, if there is more than one Subscriber, must include Iroquois
Capital Opportunity Fund, LP for so long as Iroquois Capital Opportunity Fund,
LP holds not less than $75,000 of Note principal (such Subscribers being a
“Majority in
Interest”). A Majority in Interest may consent to take or
forebear from any action permitted under or in connection with the Transaction
Documents, modify any Transaction Documents or waive any default or requirement
applicable to the Company, Subsidiaries or Subscribers under the Transaction
Documents provided the effect of such action does not waive any accrued interest
or damages and further provided that the relative rights of the Subscribers to
each other remains unchanged.
(k) Severability. In
the event that any term or provision of this Agreement shall be finally
determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by an authority having jurisdiction and venue, that
determination shall not impair or otherwise affect the validity, legality or
enforceability: (i) by or before that authority of the remaining terms and
provisions of this Agreement, which shall be enforced as if the unenforceable
term or provision were deleted, or (ii) by or before any other authority of any
of the terms and provisions of this Agreement.
(l) Successor
Laws. References in the Transaction Documents to laws, rules,
regulations and forms shall also include successors to and functionally
equivalent replacements of such laws, rules, regulations and forms. A
successor rule to Rule 144(b)(1)(i) shall include any rule that would be
available to a non-Affiliate of the Company for the sale of Common Stock not
subject to volume restrictions and after a six month holding
period.
[SIGNATURE
PAGE FOLLOWS]
SIGNATURE PAGE TO
SUBSCRIPTION AGREEMENT (A)
Please
acknowledge your acceptance of the foregoing Subscription Agreement by signing
and returning a copy to the undersigned whereupon it shall become a binding
agreement between us.
|
a
Delaware corporation
|
|||
|
|
By:
|
/s/ Xxxx X. Xxxxx | |
| Name: Xxxx X. Xxxxx | |||
| Title: Chief Executive Officer | |||
| Dated: September 16, 2009 | |||
|
SUBSCRIBER
|
PURCHASE
PRICE
|
PRINCIPAL
AMOUNT
|
WARRANTS
|
|
IROQUOIS
MASTER FUND LTD.
000
Xxxxxxxxx Xxx., 00xx Xxxxx,
Xxx
Xxxx XX 00000
Fax:
(000) 000-0000
/s/ Xxxxxx
Xxxxxxxxx
By: Xxxxxx
Xxxxxxxxx, Authorized Signatory
|
$620,000.00
|
$657,200.00
|
4,929,000
|
SCHEDULE
I
|
SUBSCRIBER
AND ADDRESS
|
PURCHASE
PRICE
|
NOTE
PRINCIPAL
|
WARRANT
SHARES
|
|
IROQUOIS
MASTER FUND LTD.
000
Xxxxxxxxx Xxx., 00xx Xxxxx,
Xxx
Xxxx XX 00000
(212)
207-3452
|
620,000.00
|
$657,200.00
|
4,929,000
|
LIST OF EXHIBITS AND
SCHEDULES
Exhibit
A Form
of Note
Exhibit
B1
Form of Warrant
Exhibit
B2 Form
of Special Warrant
Exhibit
D Security
Agreement
Exhibit
E
Subsidiary Guaranty
Exhibit
G Form
of Legal Opinion
Schedule
I
List of Subscribers
Schedule
5(a) Subsidiaries
Schedule
5(d) Capitalization
and Additional Issuances
Schedule
5(f) Conflicts
Schedule
5(h)
Litigation
Schedule
5(l) Defaults
Schedule
5(o) Liabilities
Schedule
5(p) Excluded
Assets of More Energy Ltd.
Schedule
5(q) Banking
Schedule
5(x) Transfer
Agent
Schedule
9(l) Intellectual
Property
DISCLOSURE
SCHEDULES
Reference
is made to the Subscription Agreement (the “Agreement”), dated as
of September 16, 2009, by and among Medis Technologies Ltd., a Delaware
corporation (the “Company”), and
Iroquois Master Fund Ltd. All capitalized terms used herein but not otherwise
defined shall have the meanings given to them in the Agreement.
The
specific disclosures set forth in the following Disclosure Schedules (the “Schedules”) have been
organized to correspond to the section references in the Agreement to which the
disclosure may be most likely to relate, together with appropriate cross
references when disclosure is applicable to other sections of the
Agreement.
Certain
matters set forth in the Schedules are included solely for informational
purposes for the convenience of the parties to the Agreement. The
inclusion of any information in the Schedules shall not be deemed to be an
admission or acknowledgement, in and of itself, that such information (i) is
required by the terms of the Agreement to be disclosed, (ii) is material to the
Company or (iii) has had or would reasonably be expected to have a Material
Adverse Effect.
The
headings contained in these Schedules are for convenience of reference only and
shall not be deemed to modify or influence the interpretation of the information
contained in these Schedules or the Agreement.
Schedule
5(a)
Subsidiaries
|
1.
|
Medis,
Inc., a Delaware corporation. 100% owned by the Company (Active
Shell).
|
|
2.
|
Medis
El Ltd., an Israeli corporation. 100% owned by Medis,
Inc.
|
|
3.
|
More
Energy Ltd., an Israeli corporation. 7% owned by the Company (remaining
93% owned by Medis El Ltd.).
|
|
4.
|
Cell
Kinetics Ltd., an Israeli corporation. 82.5% owned by Medis El
Ltd.
|
|
5.
|
Toroidal
Products Inc., a Delaware corporation. 100% owned by the Company (dormant
and does not hold any assets).
|
Schedule
5(d)
Capitalization
and Additional Issuances; Plans
|
Common
shares outstanding
|
46,349,555
|
||
|
Warrants
|
11,305,897
|
||
|
3(a)(10)
common shares after settlement true-up
|
3,918,108
|
||
|
Shares
reserved for conversion of preferred stock
|
1,996,528
|
||
|
Stock
options outstanding
|
1,302,625
|
||
|
Fully
diluted common share outstanding
|
64,872,713
|
||
|
2.
|
Medis,
Inc.
|
This
Schedule will be delivered within three (3) business days following the Closing
Date. Failure to deliver this Schedule within three (3) business days
following the Closing Date, shall be a material default under this Agreement and
the Note.
|
3.
|
Medis
El Ltd.
|
|
Common
shares outstanding
*0.01
NIS par value
|
10,662,840
|
||
|
Fully
diluted common share outstanding
|
10,662,840
|
||
|
4.
|
Cell
Kinetics Ltd.
|
|
Common
shares outstanding
*.01
NIS par value
|
19,999,961
|
||
|
Warrants
|
1,739,127
|
||
|
Stock
options outstanding
|
1,046,750
|
||
|
Fully
diluted common share outstanding
|
22,785,838
|
||
|
5.
|
More
Energy Ltd.
|
|
Common
shares outstanding
* 1
NIS par value
|
1,100
|
||
|
Fully
diluted common share outstanding
|
1,100
|
||
|
6.
|
Toroidal
Products Inc.
|
This
Schedule will be delivered within three (3) business days following the Closing
Date. Failure to deliver this Schedule within three (3) business days
following the Closing Date, shall be a material default under the Agreement and
the Note.
Stock
Option or Stock Incentive Plans
|
1.
|
Medis
Technologies Ltd.’s 1999 Stock Option Plan, as
amended
|
|
2.
|
Medis
Technologies Ltd.’s 2007 Equity Incentive
Plan
|
|
3.
|
The
Reports describe retention and bonus arrangements for the officers of the
Company.
|
|
4.
|
Pursuant
to the terms of a settlement agreement between More Energy Ltd. and
KRAMSKI GmbH (“Kramski”), the
Company is obligated, among other things, to issue shares of the Company’s
common stock having a value of €500,000 to Kramski in partial satisfaction
of the payment obligations owed to Kramski by More Energy
Ltd.
|
Schedule
5(f)
Violations/Conflicts
|
(i)
|
The
Preferred Stock Purchase Agreement, dated as of June 8, 2009 (the “Series B Purchase
Agreement”), between the Company and Volation Capital Partners, LLC
(“Volation”),
contains a negative covenant that prohibits the Company from issuing
shares of its common stock or securities convertible into common stock,
except in the case of certain permitted issuances, none of which
exceptions apply to the transactions contemplated by this
Agreement. The Company plans to seek a waiver of this
restriction and termination of the Series B Purchase
Agreement. The Series B Purchase Agreement and the covenant
disclosed in the foregoing sentence shall terminate effective as of
September 19, 2009. The Company covenants that it will not use
the Series B Purchase Agreement as a defense to any of its obligations to
the Subscriber arising from the Agreement or the transactions contemplated
thereby.
|
|
(iii)
|
In
connection with the transactions consummated pursuant to the Series B
Purchase Agreement, the Company issued a common stock purchase warrant
(the “Volation
Warrant”) to an affiliate of Volation, pursuant to which the holder
may acquire up to 7,780,603 shares of the Company’s common stock at an
exercise price of $0.42 per share. The exercise price of the
Volation Warrant is subject to downward adjustment as a result of an
issuance by the Company of common stock or securities convertible into or
exercisable for common stock for a consideration per share that is less
than the then current exercise price of the Volation
Warrant. As a result of the issuance of the Securities
contemplated in this Agreement, the exercise price of the Volation Warrant
will be adjusted downward on a weighted average
basis.
|
Schedule
5(h)
Litigation
The
Company has been named as defendant in lawsuits filed by suppliers for past due
invoices, of which five of the plaintiffs have been granted attachments,
totaling approximately $100,000, on the bank accounts of Medis El Ltd. in
Israel. In addition, the Company continues to receive claims, both
oral and in writing, by vendors, suppliers and service providers threatening
legal action for payment of past due invoices under its arrangements with these
third parties. Moreover, the Company has not paid payroll to its
employees or related taxes and social benefits due to governmental agencies for
the months of July and August. These non-payments place the Company
at risk for additional legal actions.
Schedule
5(j)
Material
Changes
|
1.
|
The
Company has been named as defendant in lawsuits filed by suppliers for
past due invoices, of which five of the plaintiffs have been granted
attachments, totaling approximately $100,000, on the bank accounts of
Medis El Ltd. in Israel. In addition, the Company continues to
receive claims, both oral and in writing, by vendors, suppliers and
service providers threatening legal action for payment of past due
invoices under its arrangements with these third
parties. Moreover, the Company has not paid payroll to its
employees or related taxes and social benefits due to governmental
agencies for the months of July and August. These non-payments
place the Company at risk for additional legal
actions.
|
|
2.
|
Medis
El Ltd. has a negative operating balance at Bank Leumi in the amount of
approximately $15,000. In addition, each of Medis El Ltd. and
More Energy Ltd. have had certain auto-debit payments due to vendors
dishonored by Bank Leumi in the amount of approximately $15,000 and
$17,000, respectively.
|
Schedule
5(l)
Defaults
|
1.
|
The
Series B Purchase Agreement contains a negative covenant that prohibits
the Company from issuing shares of its common stock or securities
convertible into common stock, except in the case of certain permitted
issuances, none of which exceptions apply to the transactions contemplated
by this Agreement. The Company plans to seek a waiver of this
restriction and termination of the Series B Purchase
Agreement. The Series B Purchase Agreement and the covenant
disclosed in the foregoing sentence shall terminate effective as of
September 19, 2009. The Company covenants that it will not use
the Series B Purchase Agreement as a defense to any of its obligations to
the Subscriber arising from the Agreement or the transactions contemplated
thereby..
|
|
2.
|
The
Company has been named as defendant in lawsuits filed by suppliers for
past due invoices, of which five of the plaintiffs have been granted
attachments, totaling approximately $100,000, on the bank accounts of
Medis El Ltd. in Israel. In addition, the Company continues to
receive claims, both oral and in writing, by vendors, suppliers and
service providers threatening legal action for payment of past due
invoices under its arrangements with these third
parties. Moreover, the Company has not paid payroll to its
employees or related taxes and social benefits due to governmental
agencies for the months of July and August. These non-payments
place the Company at risk for additional legal
actions.
|
|
3.
|
The
Company is currently in default under the terms of the Certificate of
Designations for its outstanding Series A Preferred Stock. In
February 2009, May 2009 and again in August 2009, the Company did not
declare the quarterly dividends on its Series A Preferred Stock, of
approximately $1,047,000, $1,056,000 and $1,071,000 for the first, second
and third quarters of 2009,
respectively.
|
|
4.
|
The
Company is in default under the majority of its arrangements with vendors,
suppliers and service providers as discussed in more detail
above.
|
Schedule
5(o)
Undisclosed
Liabilities
|
1.
|
The
Company has been named as defendant in lawsuits filed by suppliers for
past due invoices, of which five of the plaintiffs have been granted
attachments, totaling approximately $100,000, on the bank accounts of
Medis El Ltd. in Israel. In addition, the Company continues to
receive claims, both oral and in writing, by vendors, suppliers and
service providers threatening legal action for payment of past due
invoices under its arrangements with these third
parties. Moreover, the Company has not paid payroll to its
employees or related taxes and social benefits due to governmental
agencies for the months of July and August. These non-payments
place the Company at risk for additional legal actions. Should
these obligations not be satisfied in due course, some vendors, suppliers
and/or service providers may take legal action and request, in addition to
the accrued liabilities, significant liquidated damages and reimbursement
for legal fees and other out-of-pocket
expenses.
|
|
2.
|
The
Company has outstanding unpaid director fees in the aggregate amount of
$165,000 due and owing to the members of its board of directors, which
fees are comprised of fees for serving as a director and, in the case of
committee members, for serving as members of one or more committees of the
board of directors of the Company. The Company’s obligation to
pay these unpaid director fees has been deferred by agreement between the
Company and its directors until such time as the Company has the financial
ability to pay such outstanding
fees.
|
Schedule
5(q)
Bank
Accounts
|
1.
|
Signature
Bank
|
|
000
Xxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Medis
Technologies Ltd. - Account No. 1500626867
Medis
Technologies Ltd. - Account No. 1500626875
Medis
Inc. - Account No. 1500626808
|
|
2.
|
Bank
Leumi
|
|
00
Xxxxxxx Xxxxxx
Xxx
Xxxx 00000 - Israel
Medis
El Ltd - Account No. 805800/97
More
Energy Ltd - Account No. 821800/05
|
|
3.
|
Bank
Hapoalim
|
|
000
Xxxxxxxx Xxxxxx
Xxx
Xxxx 00000 - Israel
More
Energy Ltd - Account No.
00-000-000000
|
Schedule
5(x)
Transfer
Agent
The
Company’s transfer agent is:
American
Stock Transfer & Trust Co LLC
00 Xxxxxx
Xxxx
Xxx Xxxx,
Xxx Xxxx 00000
Telephone: (000)
000-0000
Fax: (000)
000-0000
Contact: Xxxxx
X. Xxxxx, Vice President
E-mail: xxxxxx@xxxxxxx.xxx
Schedule
8(a)
Broker
The
Company must pay Chardan Capital Markets a fee of 10% in unregistered common
stock and 6% in Warrants on all amounts received as a result of the transactions
consummated pursuant to this Agreement.
Schedule
9(l)
Intellectual
Property
|
1.
|
The
patents listed on Attachment A
hereto.
|
|
2.
|
The
Company, Medis El Ltd. and More Energy Ltd. do not have any registered
Trademarks, although each may have common law rights to its name and
logo.
|
|
3.
|
The
Company, Medis El and More Energy Ltd. do not have any registered
Copyrights, but each may have common law rights in certain of its assets,
including website contents, technical reports, supplier visit reports,
written quality procedures, written standard operating procedures, written
research and/or laboratory results and other know
how.
|
|
4.
|
The
Company, Medis El Ltd. and More Energy Ltd. own and have rights in
technical know-how that is captured in the form of standard operating
procedures, quality procedures, technical reports, supplier visit reports,
and similar documentation. These documents are captured in the
“Agile” document management system, as well as on some
servers.
|
|
5.
|
The
Company, Medis El Ltd. and More Energy Ltd. also have
a database of laboratory results. All experimental
results are stored in a searchable
database.
|
|
6.
|
The
following domain names:
|
xxx.xxxxxxxxxxxxxxxxx.xxx
xxx.xxxxxxxxxxxx.xxx
Attachment
A
Case Overview for
More Energy/May 2009
|
Reference
#
|
Application
#
|
Filing
Date
|
Title
|
Status
|
Abstract
|
|
NON-PROVISIONAL
APPLICATIONS
|
|||||
|
P24712
(filed
PCT
P26797)
|
10/757,849
|
January
16, 2004
|
Storage-Stable
Fuel Concentrate
|
(second)
appeal pending
Waiting
for decision by Board of Appeal
|
A
storage-stable liquid concentrate for use with a fuel cell. The
concentrate comprises at least one metal hydride compound, a solvent
comprising one or more polar solvent components, and at least one
hydroxide ion providing compound. Following a storage of the concentrate
for 4 weeks at about 25 oC
not more than about 2 % of the at least one metal hydride compound have
decomposed.
|
|
P24727
(filed
PCT P27610)
|
10/758,081
|
January
16, 2004
|
Refilling
System for Fuel Cell and Method of Refilling a Fuel Cell
|
Issued
as U.S. Patent No. 7,004,207
on
September 14, 2005
|
System
for refilling a fuel cell wherein the system includes a main container
having at least one movable fuel container, at least one movable
electrolyte container, and at least one spent fuel chamber. A
valve which regulates or controls fluid flow between the main container
and a fuel cell and vice versa. A method of refilling a fuel
cell provides for moving the at one movable fuel container and the at
least one movable electrolyte container to cause spent fuel from fuel cell
to enter the at least one spent fuel chamber.
|
|
P24757
(filed
PCT P27611)
|
10/758,080
|
January
16, 2004
|
Hydride-Based
Fuel Cell Designed For the Elimination of Hydrogen Formed
Therein
|
Filed
formal Notice of Appeal 4/15/09
Appeal
Brief must be filed by 11/15/09 at the latest
|
A
fuel cell for use with a hydride-based fuel, which fuel cell is designed
for being sealed in a liquid-tight manner when in operation. The fuel cell
comprises means for eliminating hydrogen formed inside the fuel
cell.
|
|
P24775
|
10/803,900
|
March
19, 2004
|
Integrated
Fuel Cell Controller for Devices
|
Issued
as U.S. Patent No. 7,446,501
on
November 4, 2008
|
Power
unit for an electronic device and process for control and regulation of an
electronic device powered by a fuel cell. Power unit includes a
fuel cell having a low output voltage between 0.3 and 1 V, and a
conversion device coupled to the fuel cell to convert an input voltage as
low as 0.3 V to a higher output voltage to operate the electronic
device.
|
|
P24786
|
10/824,443
|
April
15, 2004
|
Fuel
Cell with Removable/Replaceable Cartridge and Method of Making and Using
the Fuel Cell and Cartridge
|
Filed
response to first Office Action on 3/18/09
|
System
for refilling a fuel cell wherein the system includes a fuel cell having
at least one variable volume chamber, a cartridge having at least one
variable volume chamber, and a valve system which regulates or controls
fluid flow between the cartridge and fuel cell and vice
versa. A method of refilling a fuel cell provides for
connecting the cartridge to the fuel cell and transferring fuel and
electrolyte from the cartridge to the fuel cell.
|
|
P24942
|
10/858,401
(based
on V23668)
|
June
2, 2004
(June
3, 2003)
|
Electrode
for Electrochemical Capacitor
|
Issued
as U.S. Patent No. 7,508,650
on
March 24, 2009
|
An
electrode for an electrochemical capacitor which comprises a porous carbon
substrate having thereon at least a first or innermost layer comprising a
first inherently conductive polymer and a second or outermost layer
comprising a second inherently conductive polymer.
|
|
P25032
|
10/796,305
(based
on V23234)
|
March
10, 2004
(March
11, 2003)
|
Self
Contained Fuel Cell and Cartridge Therefor
|
Issued
as U.S. Patent No. 7,507,491
on
March 24, 2009
filed
divisional application on 2/13/09 (P36018)
|
Fuel
cell including a casing, a cathode having a first surface and a second
surface, at least part of the second surface being exposed to the
atmosphere, an anode having a first surface and a second surface, a first
chamber configured to retain liquid fuel, wherein the first chamber is
defined at least partially by the first surface of the anode, and a second
chamber configured to retain liquid electrolyte, wherein the second
chamber is defined at least partially by the second surface of the anode
and the first surface of the cathode, wherein the fuel cell is configured
to be sealed in a substantially liquid-tight manner during at least a
portion of its service life. A cartridge can be connected to
the fuel cell.
|
|
P25226
(filed
PCT P26806)
|
10/849,503
|
May
20, 2004
|
Disposable
Fuel Cell with and without Cartridge and Method of Making and Using the
Fuel Cell and Cartridge
|
Filed
response to first Office Action on 3/2/09
|
Disposable
fuel cell and a system for filling a disposable fuel cell. The
system includes a fuel cell having at least one chamber, a cartridge
having at least one chamber, and a valve system which regulates or
controls fluid flow between the cartridge and fuel cell. A
method of refilling a fuel cell provides for connecting the cartridge to
the fuel cell and transferring fuel and electrolyte from the cartridge to
the fuel cell.
|
|
P25428
|
11/132,203
(based
on V25291)
|
May
19, 2005
(May
19, 2004)
|
Multi
Source to Multi Device-Power Solution
|
Appeal
pending;
Filed
Reply Brief and Request for Oral Hearing on 3/18/08
|
Apparatus
and process to couple a power source to a powered device. The
apparatus includes a power manager structured and arranged to adjust at
least one of voltage, current and power supplied from the power source to
the powered device based upon consumption requirements of the powered
device, and a device coordinator structured and arranged to identify the
powered device and to forward the identified device’s consumption
requirements for at least one of voltage, current and power to the power
manager.
|
|
P25680
(filed
PCT P28058)
|
10/959,763
|
October
7, 2004
|
Gas
Blocking Anode For a Direct Liquid Fuel Cell
|
Final
Office Action issued 4/20/09
Action
due by 10/20/09 at the latest
|
An
anode for a direct liquid fuel cell in which hydrogen gas is generated as
a result of a fuel oxidation or decomposition reaction. The surface of the
anode which is intended to face the electrolyte chamber of the fuel cell
is substantially completely covered with a polymeric material which
prevents at least about 80 % of the generated hydrogen gas to pass through
the polymeric material into the electrolyte chamber.
|
|
P25843
(filed
PCT 26805)
|
10/941,020
|
September
15, 2004
|
Method
and Apparatus for Preventing Fuel Decomposition in a Direct Liquid Fuel
Cell
|
filed
Request for Continued Examination on 3/18/09
|
A
fuel cell includes a cathode, an anode, a fuel chamber, and a membrane
arranged between the anode and the fuel chamber. The membrane is
structured and arranged to allow gas to accumulate adjacent the anode at
least to a point where the gas limits or substantially prevents a contact
between the anode and a fuel. The method includes generating
electrical energy with the fuel cell, preventing further generation of
electrical energy of the fuel cell, and facilitating, with the membrane,
an accumulation of the gas adjacent the anode at least to a point where
the gas substantially prevents a contact between the anode and the fuel.
Another method includes using a gas which is formed by an initial
decomposition of the fuel to restrict or substantially prevent any further
contact between the fuel and the anode.
|
|
P26804
(filed
PCT P26805)
|
11/226,222
(CIP
of P25843)
|
September
15, 2005
(September
15, 2004)
|
Direct
Liquid Fuel Cell and Method of preventing Fuel Decomposition in a direct
Liquid Fuel Cell
|
Office
Action issued 3/10/09
Response
due by 9/10/09 at the latest
|
A
fuel cell includes a cathode, an anode, a fuel chamber, and at least one
membrane arranged between the anode and the fuel chamber. The gas is
allowed to accumulate adjacent the anode at least to a point where the gas
limits or substantially prevents a contact between the anode and a
fuel. The method includes generating electrical energy with the
fuel cell, preventing further generation of electrical energy of the fuel
cell, and facilitating an accumulation of the gas adjacent the anode at
least to a point where the gas substantially prevents a contact between
the anode and the liquid fuel.
|
|
P28299
|
11/476,571
|
June
29, 2006
|
Controller
For Fuel Cell in Standby Mode Or No Load Condition
|
No
Office Action yet
|
Process
and apparatus for controlling a fuel cell. The process includes drawing a
pulse from a fuel cell in one of a standby mode or no load
condition. The pulse is one of a power, current, and voltage
pulse. The apparatus includes a field effect transistor
arranged to selectively couple a resistance to fuel cell to draw current
from the fuel cell, and a timer defining a pulse, during which the field
effect transistor couples the resistance to the fuel cell to draw current
from the fuel cell.
|
|
P28300
|
11/434,795
|
May
17, 2006
|
Oxidation
Catalyst For Liquid Fuel Cell
|
Office
Action issued 3/18/09
Response
due by 9/18/09 at the latest
|
An
oxidation catalyst for use in an anode of a liquid fuel cell. The catalyst
comprises at least two metals selected from Pt, Pd, Rh, Ru, Re, Ir and Au
supported on a carbon having a specific surface area of at least about 50
m2/g
and (i) a total pore volume of at least about 0.3 cm3/g
and/or (ii) pores having a diameter in the range of from about 2 nm to
about 50 nm which account for at least about 20 % of the total pore
volume.
|
|
P28301
|
11/476,568
|
June
29, 2006
|
Digital
Logic Control DC-To-DC Converter With Controlled Input Voltage And
Controlled Power Output
|
Filed
response to 1st Office
Action on 2/3/09
|
Process
and apparatus for powering a powered device with a fuel
cell. The process includes maintaining an input voltage,
supplied by the fuel cell, to a converter device, and controlling an
output power of the converter device, which is coupled to the powered
device. The process also includes varying the current drawn
from the fuel cell to compensate for fluctuations in the voltage required
during operation of the powered device.
|
|
P28865
(filed
PCT P31423)
|
11/325,466
|
January
5, 2006
|
Hydrophilized
Anode For A Direct Liquid Fuel Cell
|
Final
Office Action issued 3/6/09
Action
due by 9/6/09 at the latest
|
An
anode for a liquid fuel cell which has been subjected to a
hydrophilization treatment in at least a part of a side thereof that is
intended to contact the liquid fuel.
|
|
P28866
|
11/384,365
|
March
21, 2006
(filed
provisional March 22, 2005)
|
Method
Of Producing Fuel Dispersion For A Fuel Cell
|
Filed
formal Notice of Appeal 2/17/09
Appeal
Brief must be filed by 9/17/09 at the latest
|
A
method of producing a fuel or concentrate thereof for a fuel cell. The
method comprises providing a solution of at least one hydroxide ion
providing compound in a liquid medium and combining and mixing one or more
hydride compounds with this solution to provide a colloidal dispersion of
the hydride compound(s) in the alkaline
medium.
|
|
P28867
(filed PCT P28059)
|
11/384,364
|
March
21, 2006
(filed
provisional March 22, 2005)
|
Fuel
Composition For Fuel Cells
|
Received
Advisory Action
Action
must be taken by 7/23/09 at the latest
|
A
hydride containing fuel composition for a liquid fuel cell. The
composition comprises an alkaline liquid phase and at least two hydride
compounds. The solubility of the first hydride compound in the liquid
phase is higher than the solubility of a second hydride compound in the
liquid phase and the opposite is true for the anodic oxidation products
thereof.
|
|
P28868
|
11/452,199
|
June
14, 2006
|
Process
For Making Framed Electrode
|
Filed
response to Restriction Requirement on 3/6/09
|
A
process for making a framed electrode by injection molding. The process
comprises placing a flat piece of electrode material on a shrinkage-free
under mold frame and attaching it thereto in a manner which substantially
prevents the piece and the frame from moving relative to each other, over
molding the resultant assembly by injecting a molten resin into an over
molding cavity which contains the assembly, and allowing the resin to
solidify.
|
|
P29025
|
11/325,326
|
January
5, 2006
|
Gas-Blocking
Anode For A Direct Liquid Fuel Cell
|
Received
Restriction Requirement on 3/23/09
Election
must be filed by 9/23/09 at the latest
|
An
anode for a direct liquid fuel cell in which hydrogen gas is generated as
a result of a fuel oxidation or decomposition reaction. The surface of the
anode which is intended to face the electrolyte chamber of the fuel cell
is substantially completely covered with a polymeric material which
prevents at least about 80 % of the
generated
hydrogen gas to pass through the anode into the electrolyte
chamber.
|
|
P30002
|
11/475,063
|
June
27, 0000
|
Xxxxxxxxxx
Xxxxxxxxx Based Fuel Cell System, Fuel Cell Power Supply System, And
Method of Activating The Fuel Cell
|
No
Office Action issued yet
|
A
power supply system, in particular for use during emergencies and/or power
outages, that includes at least one liquid fuel cell, at least one
cartridge, and a system or device for transferring the contents of the
cartridge to the fuel cell. A cartridge-free power supply system is also
disclosed.
|
|
P31313
|
11/668,761
|
January
30, 2007
|
Supported
Platinum And Palladium Catalysts And Preparation Method
Thereof
|
Filed
response to Restriction Requirement on 4/27/09
|
A
method of preparing a supported platinum and/or palladium electrocatalyst
and the electrocatalyst produced thereby. The method comprises the
contacting of an electrically conductive particulate support which
comprises adsorbed polynuclear hydroxo complexes of platinum and/or
palladium with a reducing agent.
|
|
P31582
|
11/684,328
|
March
9, 2007
|
Direct
Liquid Fuel Cell Comprising A Hydride Fuel And A Gel
Electrolyte
|
Final
Office Action issued 3/12/09
Action
due by 9/12/09 at the latest
|
A
direct liquid fuel cell which comprises a gel electrolyte and a liquid
fuel. The liquid fuel comprises a metal hydride compound and/or a
borohydride compound.
|
|
P31583
|
11/742,801
|
May
1, 2007
|
Self-Regulating
Hydrogen Generator For Use With A
Fuel
Cell
|
No
Office Action issued yet
|
A
hydrogen generation device includes a liquid fuel chamber, a catalytic
hydrogen generation chamber, a hydrogen collection chamber and separation
elements between these xxxxxxxx. Once a certain hydrogen pressure in the
device is reached liquid fuel is substantially prevented from being
catalytically converted into hydrogen, whereby the production of hydrogen
is stopped until hydrogen is allowed to exit the device to lower the
pressure therein.
|
|
P31760
|
11/684,497
|
Xxxxx
0, 0000
|
Xxxx-Xxxxx
Liquid Fuel Cell
|
No
Office Action issued yet
|
A
leak-proof fuel cell which comprises at least one liquid within a casing
that comprises at least one opening which is sealed by a first structure
that is gas-pervious and substantially impervious to the at least one
liquid. At least that portion of the casing which comprises the at least
one opening is enclosed by a second structure which allows gas to pass
therethrough. A space defined by the casing and the second structure
comprising therein at least one material that is capable of binding the at
least one liquid.
|
|
P32035
|
11/819,542
|
June
28, 2007
|
Portable
Liquid Fuel Cell
|
Filed
formal Notice of Appeal 3/17/09
Appeal
Brief must be filed by 10/17/09 at the latest
Filed
Divisional (P35568) on 12/23/08
|
Fuel
cell system including a fuel cell assembly having an anode and a
cathode. A fuel/electrolyte module includes a liquid fuel
and/or a liquid electrolyte and/or components of the liquid fuel and/or
the liquid electrolyte. A housing arrangement houses the fuel
cell assembly and the fuel/electrolyte module. A system is used
for transferring at least a part of the contents of the fuel/electrolyte
module into the fuel cell assembly. A method is also disclosed
of generating electrical power using a power system including at least one
fuel cell unit having a fuel cell assembly and a fuel/electrolyte module
arranged within a housing arrangement.
|
|
P32117
|
11/878,842
|
July
27, 2007
|
Dry
Method of Making a Gas Diffusion Electrode
|
No
Office Action issued yet
|
A
substantially dry method of making a gas diffusion electrode such as,
e.g., an air cathode for a fuel cell or a metal-air battery cell. The
method comprises forming an intimate mixture of catalytically active
carbon particles and particles of a wet-proofing agent into a web;
combining under pressure the web of with a current collector to form a
current collector-web composite; and attaching a porous sheet of a
fluorinated polymer to one side of the current collector-web composite of
to form an air cathode.
|
|
P34384
|
12/333,702
|
December
12, 2008
|
Diluted
Catalyst for Electrodes
|
PCT
Application must be filed by December 12, 2009
|
|
|
P35039
|
12/238,180
|
September
25, 2008;
continuation
of (patented) P24775
|
Integrated
Fuel Cell Controller for Devices
|
Power
unit for an electronic device and process for control and regulation of an
electronic device powered by a fuel cell. Power unit includes a
fuel cell having a low output voltage between 0.3 and 1 V, and a
conversion device coupled to the fuel cell to convert an input voltage as
low as 0.3 V to a higher output voltage to operate the electronic
device.
|
|
|
P35532
|
12/333,747
Based
on provisional application (V34383) filed May 23, 2008
|
December 12,
2008
|
Solid
Fuel Composition for a Direct Liquid Fuel Cell
|
A
solid fuel composition which is suitable for preparing a liquid fuel for a
direct liquid fuel cell. The composition comprises at least one
solid hydride compound selected from borohydrides, aluminum hydrides, and
metal hydrides, and at least one alkaline compound selected from
hydroxides of alkali and alkaline earth metals, Zn, Al, and ammonium. If
placed in a direct liquid fuel cell and contacted with an aqueous liquid
the composition dissolves gradually as the at least one hydride compound
is consumed while the fuel cell is in operation.
|
|
|
P35568
|
12/342,286
|
December
23, 2008
|
Divisional
of P32035
|
||
|
P36018
|
12/370,884
|
February
13, 2009
|
Divisional
of P25032
|
||
|
P36190
|
12/396,901
|
March
3, 2009
|
Based
on provisional V33077
|
|
PCT
APPLICATIONS
|
|||||
|
P26797
|
PCT
of
P24712
|
February
23, 2005
|
Storage-Stable
Fuel Concentrate
|
Corresponding
European and Eurasian regional phase and Canadian, Brazilian,
Australian, Korean, Philippine, Singaporean, Chinese, Japanese, Mexican,
Indian and South African national phase applications have been
filed
|
|
|
P26805
|
PCT
of P25843
|
September
15, 2005
|
Direct
Liquid Fuel Cell and Method of preventing Fuel Decomposition in a direct
Liquid Fuel Cell
|
Corresponding
Canadian, Brazilian, Australian, Korean, Philippine, Singaporean, Chinese,
Japanese, Mexican, Indian, South African and Vietnamese national phase and
European and Eurasian regional phase applications have been
filed
|
|
|
P26806
|
PCT
of P25226
|
May
20, 2005
|
Disposable
Fuel Cell with and without Cartridge and Method of making and using the
Fuel Cell and Cartridge
|
Corresponding
Canadian, Mexican, Brazilian, Indian, Chinese, Japanese, Korean,
Singaporean, Vietnamese, Philippine, Indonesian, Israeli, Australian and
South African national phase and European and Eurasian regional phase
applications have been filed
|
|
|
P28058
|
PCT
of P25680
|
October
5, 2005
|
Gas-Blocking
Anode for a direct Liquid Fuel Cell
|
Corresponding
Japanese, Korean, Chinese national phase and European and Eurasian
regional phase applications have been filed
|
|
|
P28059
|
PCT
corresp. to P28867
|
March
21, 2006
|
Fuel
Composition For Fuel Cells
|
European
and Eurasian regional phase and Canadian, Australian, South Korea,
Philippine,
Singapore,
Chinese, Japanese, Mexican, Indian, and South African national phase
applications have been filed
|
|
|
P31423
|
PCT
based on P28865
|
January
5, 2007
|
Hydrophilized
Anode For A Direct Liquid Fuel Cell
|
Corresponding
Canadian, Mexican, Brazilian, Indian, Chinese, Japanese, Korean,
Singaporean, Philippine, Australian and South African national phase and
European and Eurasian regional phase applications have been
filed
|
|
|
P32439
|
PCT
based on P28299
|
July
2, 2007
|
Controller
For Fuel Cell in Standby Mode Or No Load Condition
|
National
Stage applications must be filed by January 2, 2010 (no priority
claimed)
|
|
|
P32440
|
PCT
based on P28301
|
July
2, 2007
|
Digital
Logic Control DC-To-DC Converter With Controlled Input Voltage And
Controlled Power Output
|
National
Stage applications must be filed by January 2, 2010 (no priority
claimed)
|
|
|
P33791
|
PCT
based on P31313
|
January
29, 2008
|
Supported
Platinum And Palladium Catalysts And Preparation Method
Thereof
|
National
Stage applications must be filed by July 30, 2009
|
|
P34375
|
PCT
based on P31583
|
April
30, 2008
|
Self-Regulating
Hydrogen Generator For Use With A
Fuel
Cell
|
National
Stage applications must be filed by November 1, 2009
|
|
|
P34881
|
PCT
based on P32117
|
July
23, 2008
|
Dry
Method of Making a Gas Diffusion Electrode
|
National
Stage applications must be filed by January 27, 2010
|
|
|
P36047
|
PCT
based on V33077
|
March
3, 2009
|
Fee
has not been paid; can probably be revived if action is taken
soon
|
||
|
PROVISIONAL
APPLICATIONS
|
|||||
|
V33077
|
61/033,629
|
March
4, 2008
|
Self-Regulating
Hydrogen Generator for Fuel Cells and Hybrid Vehicle Power System
Utilizing the Same
|
Non-provisional
(P36190)
and
PCT (P36047) have been
filed
|
A
self-regulating hydrogen generation device comprising:
(a) at least one first chamber
for holding a liquid and at least one first substance which is a source of
hydrogen and is at least partly soluble in the liquid;
(b) a catalytic member capable of
catalyzing a reaction which involves the at least one first substance and
results in the formation of hydrogen gas; and
(c) a first separation element
which is liquid-permeable and capable of allowing liquid to pass from the
first chamber into a second chamber and a second separation element which
is substantially liquid-impervious and gas-pervious.
|
|
V34382
|
61/071,903
|
May
23, 2008
|
Fuel
Cell System and Method of Activating the Fuel Cell
|
Non-provisional
(and PCT) must be filed by May 23, 2009
|
A
fuel cell system comprising:
a
fuel cell assembly comprising an anode, a cathode and at least one
of:
a
solid fuel of the type disclosed in the instant application;
and
a
solid fuel of the type disclosed in US patent Application No. __________
(Attorney Docket No. V34383).
|
|
V34383
|
61/055,677
|
May
23, 2008
|
Solid
Fuel Composition For a Direct Liquid Fuel Cell
|
Non-provisional
(P35532) filed
PCT
Application
must
be filed by May 23, 2009
|
A
solid hydride-containing mixture, wherein the mixture is suitable for
preparing a liquid fuel for a direct liquid fuel cell, is compacted and
comprises, based on a total weight of the mixture, from about 10 % to
about 99.8 % by weight of (i) at least one hydride compound selected from
borohydrides, aluminum hydrides, and metal hydrides,
and from about 0.1 % to about 50 % by weight (ii) of at least one alkaline
compound selected from hydroxides of alkali and alkaline earth metals, Zn,
Al, and ammonium, and wherein the mixture, if placed in a direct liquid
fuel cell and contacted with an aqueous liquid which is capable of
dissolving the mixture, dissolves gradually as the at least one hydride
compound is consumed while the fuel cell is in
operation.
|
|
V35531
|
61/202,081
|
January
28, 2009
|
Stackable
and/or Scalable Module Fuel Cell System Utilizing Solid
Fuel
|
A
fuel cell system comprising:
a
fuel cell assembly comprising at least one stackable module;
the
module having at least one of:
a
solid fuel of the type disclosed in the instant application;
and
a
solid fuel of the type disclosed in at least one of US patent Application
Nos. 61/055,677 filed on May 23, 2008 (Attorney Docket No. V34383) and
12/333,747 filed on December 12, 2008 (Attorney Docket No.
P35532)
|
|
|
V35768
|
61/202,240
|
February
9, 2009
|
Dual
Side-By-Side Module Fuel Cell Utilizing Solid Fuel
|
A
fuel cell system comprising at least one of:
at
least one module having at least one element shown in at least one of the
drawing figures;
plural
modules as shown in at least one of the drawing figures;
plural
modules having fuel xxxxxxxx arranged opposite one another;
plural
modules having fuel xxxxxxxx separated by a common air
chamber;
plural
modules having fuel xxxxxxxx separated by adjacently arranged
cathodes;
plural
modules having cathodes arranged adjacent each other;
plural
modules having cathodes arranged adjacent each other and sharing a common
air space;
plural
modules having cathodes facing one another;
plural
modules having cathodes protected by a common protection
system;
facing
one another;
plural modules having a system
for equalizing the pressure in the fuel xxxxxxxx of the plural modules;
and
plural
modules having a system for equalizing the pressure between the
electrolyte and fuel cambers.
|
|
V35770
|
61/202,394
|
February
25, 2009
|
V-Shaped
Fuel Cell System Utilizing Solid Fuel
|
A
fuel cell system comprising:
a
fuel cell housing having at least one of:
a
solid fuel of the type disclosed in the instant application;
and
a
solid fuel of the type disclosed in at least one of US patent Application
Nos. 61/055,677 filed on May 23, 2008 (Attorney Docket No. V34383) and
12/333,747 filed on December 12, 2008 (Attorney Docket No. P35532);
and
at
least one of:
the
housing having two non-parallel main side surfaces;
the
housing being generally V-shaped; and
the
housing having a generally V-shaped chamber sized and configured receive
therein the solid fuel.
|
|
P31459
|
05850784.9
Regional Stage in European Patent Office
of PCT P26805
|
PCT
filed September 15, 2005
|
Direct
Liquid Fuel Cell and Method of preventing Fuel Decomposition in a direct
Liquid Fuel Cell
|
No Office
Action yet
|
|
|
P31460
|
2,580,045
National
Stage in Canada of
PCT P26805
|
No Office
Action yet
|
|||
|
P31461
|
PI
0515310-7
National
Stage in Brazil of
PCT P26805
|
No Office
Action yet
|
|||
|
P31462
|
200700645
Regional Stage in Eurasian Patent Office
of PCT P26805
|
2nd
Office Action issued
Response
due by 7/26/09
|
|||
|
P31463
|
2005310973
National Stage in Australia of PCT
P26805
|
2nd
Office Action issued
Response
due by 5/20/09
|
|||
|
P31464
|
00-0000-0000000
National Stage in Xxxxx
Xxxxx xx XXX
X00000
|
Patent
No. 00-0000000 issued on 08/12/08
|
|||
|
P31465
|
0-0000-000000
National Stage in
Philippines of PCT
P26805
|
No Office
Action yet
|
|||
|
P31466
|
200701521-7
National Stage in Singapore of PCT
P26805
|
No Office
Action yet
|
|||
|
P31467
|
200580031077.4
National
Stage in China of
PCT P26805
|
No Office
Action yet
|
|||
|
P31468
|
2007-531878
National
Stage in Japan of
PCT P26805
|
No Office
Action yet
|
|||
|
P31469
|
MX/a/07/003028
National
Stage in
Mexico of PCT
P26805
|
No Office
Action yet
|
|||
|
P31470
|
502/MUMNP/2007
National Stage in India
of PCT P26805
|
1st
Office Action issued; response due by 08/05/09;
|
|||
|
P31471
|
2007/03044
National Stage in South
Africa of PCT P26805
|
Application
allowed
|
|||
|
P31472
|
0-0000-00000
National Stage in Vietnam of PCT
P26805
|
No Office
Action yet
|
|
P31762
|
05850777.3
Regional Stage in European Patent Office
of PCT P28058
|
PCT
filed October 5, 2005
|
Gas-Blocking
Anode for a Direct Liquid Fuel Cell
|
No Office
Action yet
|
|
|
P31763
|
200700801
Regional Stage in Eurasian Patent Office
of PCT P28058
|
Eurasian
Patent 011221
Issued
2/27/09
|
|||
|
P31764
|
7010285/2007
National
Stage in South Korea
of PCT P28058
|
Filed
response to Office Action
|
|||
|
P31765
|
200580037128.4
National
Stage in China of
PCT P28058
|
Response
to 1st
Office Action filed 3/15/09
|
|||
|
P31766
|
2007-535274
National Stage in Japan
of PCT P28058
|
No Office
Action yet
|
|||
|
P32222
|
05850777.3
Regional Stage in European Patent Office
of PCT P26797
|
PCT
filed February 23, 2005
|
Storage-Stable
Fuel Concentrate
|
No Office
Action yet
|
|
|
P32223
|
2,595,824
National
Stage in Canada of
PCT P26806
|
No Office
Action yet
|
|||
|
P32224
|
PI
0519900-0 National Stage in Brazil of PCT
P26797
|
No Office
Action yet
|
|||
|
P32225
|
200701789
Regional
Stage in Eurasian Patent
Office of PCT P26797
|
Application
allowed;
Grant
fee must be paid by 10/8/09 at the latest
|
|||
|
P32226
|
2005328186
National Stage in Australia of PCT
P26797
|
Response
to 1st
Office Action
due
by 3/17/10
|
|||
|
P32227
|
7021958/2007
National
Stage in South Korea
of PCT P26797
|
No Office
Action yet
|
|||
|
P32228
|
0-0000-000000
National
Stage in
Philippines of PCT
P26797
|
No Office
Action yet
|
|||
|
P32229
|
200705511-4
National Stage in Singapore of PCT
P26797
|
Response
to 1st
Office Action due by 8/7/09
|
|||
|
P32230
|
200580048646.6
National
Stage in China of
PCT P26797
|
Response
to 1st
Office Action due by 7/14/09
|
|||
|
P32231
|
2007-556669
National
Stage in Japan of
PCT P26797
|
No Office
Action yet
|
|||
|
P32232
|
MX/a/2007/009992
National
Stage in
Mexico of PCT
P26797
|
No Office
Action yet
|
|||
|
P32233
|
1388/MUMNP/2007
National Stage in India
of PCT P26797
|
No Office
Action yet
|
|||
|
P32234
|
2007/08046
National
Stage in South Africa
of PCT P26797
|
No Office
Action yet
|
|
P32923
|
06739107.8
Regional Stage in European Patent Office
of PCT P28059
|
PCT
filed March 21, 2006
|
Fuel
Composition For Fuel Cells
|
No Office
Action yet
|
|
|
P32924
|
2,602,496
National
Stage in Canada of
PCT P28059
|
No Office
Action yet
|
|||
|
P32925
|
200702038
Regional
Stage in Eurasian Patent
Office of PCT P28059
|
Filed
response to 1st
Office Action
|
|||
|
P32926
|
2006227217
National Stage in Australia of PCT
P26797
|
Response
to 1st
Office Action due by 4/9/10
|
|||
|
P32927
|
7024289/2007
National
Stage in South Korea
of PCT P28059
|
No Office
Action yet
|
|||
|
P32928
|
0-0000-000000
National
Stage in
Philippines of PCT
P28059
|
No Office
Action yet
|
|||
|
P32929
|
200708365-2
National Stage in Singapore of PCT
P28059
|
No Office
Action yet
|
|||
|
P32930
|
200680009330.0
National
Stage in China of
PCT P28059
|
No Office
Action yet
|
|||
|
P32931
|
2008-503085
National
Stage in Japan of
PCT P28059
|
No Office
Action yet
|
|||
|
P32932
|
MX/a/2007/011616
National
Stage in
Mexico of PCT
P28059
|
No Office
Action yet
|
|||
|
P32933
|
1619/MUMNP/2007
National Stage in India
of PCT P28059
|
No Office
Action yet
|
|||
|
P32934
|
2007/08731
National
Stage in South Africa
of PCT P28059
|
No Office
Action yet
|
|
P34454
|
07815050.5
Regional Stage in European Patent Office
of PCT P31423
|
PCT
filed January 7, 2007
|
Hydrophilized
Anode For A Direct Liquid Fuel Cell
|
No Office
Action yet
|
|
|
P34455
|
National
Stage in Canada of
PCT P31423
|
No Office
Action yet
|
|||
|
P34456
|
National
Stage in Brazil of
PCT P31423
|
No Office
Action yet
|
|||
|
P34457
|
200870150
Regional
Stage in Eurasian Patent
Office of PCT P31423
|
No Office
Action yet
|
|||
|
P34458
|
2007266791
National Stage in Australia of PCT
P31423
|
No Office
Action yet
|
|||
|
P34459
|
7019216/2008
National
Stage in South Korea
of PCT P31423
|
No Office
Action yet
|
|||
|
P34460
|
0-0000-000000
National
Stage in
Philippines of PCT
P31423
|
No Office
Action yet
|
|||
|
P34461
|
00804465-3
National Stage in Singapore of PCT
P31423
|
No Office
Action yet
|
|||
|
P34462
|
200780001924.2
National
Stage in China of
PCT P31423
|
No Office
Action yet
|
|||
|
P34463
|
National
Stage in Japan of
PCT P31423
|
No Office
Action yet
|
|||
|
P34464
|
MX/a/2008/008049
National
Stage in
Mexico of PCT
P31423
|
No Office
Action yet
|
|||
|
P34465
|
1510/MUMNP/2008
National Stage in India
of PCT P31423
|
No Office
Action yet
|
|||
|
P34466
|
2008/06347
National
Stage in South Africa
of PCT P31423
|
No Office
Action yet
|
|||
|
US
Patent or application number (assignee)
|
Title
|
Status
|
Foreign
Granted
|
Foreign
Pending
|
Abstract
|
|
US
7,008,565 (More)
|
Flexible
electroconductive foam and method of preparation thereof
|
granted
|
A
method of preparing an electroconductive foam, and the foam so prepared.
An electroconductive polymer such as polyaniline is dispersed in a liquid
medium that includes an aromatic solvent such as xylene and an organic
dopant/dispersant such as an aromatic sulfonic acid. The electroconductive
polymer together with the organic dopant/dispersant constitute between 10%
and 25% of the resulting dispersion. The dispersion is introduced to the
pores of an electrically insulating foam matrix such as polyurethane.
Excess dispersion is expelled and the foam is dried actively, to line the
pores with an electroconductive lining.
|
||
|
US
6,878,664 (Medisel)
|
Class
of Electrocatalysts and a gas diffusion electrode based thereon for fuel
cells
|
granted
|
An
electrocatalyst based on a highly electroconducting polymer and a
transition metal, in which transition metal atoms are covalently bonded to
heteroatoms of the backbone monomers of the polymer. The covalently bonded
transition metal atoms are nucleation sites for catalytically active
transition metal particles. The complex is prepared by complexing a highly
electroconducting polymer with transition metal coordination ions and then
reducing the transition metal ions to neutral atoms. An electrode for a
fuel cell is made by impregnating an electrically conducting sheet with
the catalytic complex and drying the impregnated sheet. The scope of the
present invention includes such electrodes and the fuel cells that
incorporate these electrodes.
|
||
|
US
6,773,470 (More)
|
Suspensions
for use as a fuel for electrochemical fuel cells
|
granted
|
Australia,
China, Singapore, New Zealand, Israel, South Africa, Mexico, Russia,
Philippians
|
Canada,
Japan, Europe, S. Korea, India, Indonesia, Brazil, Poland, Columbia, Costa
Rica
|
A
fuel composition for fuel cells includes a polar solvent such as water, a
first portion of a first fuel dissolved in the solvent at a saturated
concentration, and a second portion of the first fuel suspended in the
solvent to serve as a reservoir of fuel as the dissolved portion is
consumed. Preferably, the first fuel is a hydride such as NaBH.sub.4.
Optionally, the fuel composition also includes a second fuel such as an
alcohol that also controls the solubility of the first fuel in the
solvent, inhibits decomposition of the first fuel and stabilizes the
suspension. Preferably, the fuel composition also includes an additive
such as an alkali for stabilizing the first fuel.
|
|
US
6,758,871 (More)
|
Liquid
fuel compositions for electrochemical fuel cells
|
granted
|
A
new fuel composition useful for catalytic fuel cells is made up of at
least two components. The primary fuel component is a surface active
compound, such as methanol, that is a source of and acts to prevent
unwanted decomposition of the auxiliary fuel. The auxiliary fuel is a
hydrogen-containing inorganic compound with a high reduction potential,
such as NaBH.sub.4, which acts as a highly reactive source of energy and
serves to catalyze the catalytic oxidation of the primary
fuel.
|
||
|
US
6,730,350 (Medisel)
|
Class
of Electrocatalysts and a gas diffusion electrode based thereon for fuel
cells
|
granted
|
An
electrocatalyst based on a highly electroconducting polymer and a
transition metal, in which transition metal atoms are covalently bonded to
heteroatoms of the backbone monomers of the polymer. The covalently bonded
transition metal atoms are nucleation sites for catalytically active
transition metal particles. The complex is prepared by complexing a highly
electroconducting polymer with transition metal coordination ions and then
reducing the transition metal ions to neutral atoms. An electrode for a
fuel cell is made by impregnating an electrically conducting sheet with
the catalytic complex and drying the impregnated sheet. The scope of the
present invention includes such electrodes and the fuel cells that
incorporate these electrodes.
|
||
|
US
6,562,497 (More)
|
Liquid
fuel compositions for electrochemical fuel cells
|
granted
|
A
new fuel composition useful for catalytic fuel cells is made up of at
least two components. The primary fuel component is a surface-active
compound, such as methanol, that is a source of and acts to prevent
unwanted decomposition of the auxiliary fuel. The auxiliary fuel is a
hydrogen-containing inorganic compound with a high reduction potential,
such as NaBH.sub.4, which acts as a highly reactive source of energy and
serves to catalyze the catalytic oxidation of the primary
fuel.
|
||
|
US
6,554,877 (More)
|
Liquid
fuel compositions for electrochemical fuel cells
|
granted
|
Australia,
China, Singapore, Israel, South Africa, Mexico, Russia,
Philippines
|
Canada,
Japan, India, Brazil, Columbia, Costa Rica, Ecuador
|
A
new fuel composition useful for catalytic fuel cells is made up of at
least two components. The primary fuel component is a surface active
compound, such as methanol, that is a source of and acts to prevent
unwanted decomposition of the auxiliary fuel. The auxiliary fuel is a
hydrogen-containing inorganic compound with a high reduction potential,
such as NaBH.sub.4, which acts as a highly reactive source of energy and
serves to catalyze the catalytic oxidation of the primary
fuel.
|
|
US
6,479,181 (Medisel)
|
Class
of Electrocatalysts and a gas diffusion electrode based thereon for fuel
cells
|
granted
|
An
electrocatalyst based on a highly electroconducting polymer and a
transition metal, in which transition metal atoms are covalently bonded to
heteroatoms of the backbone monomers of the polymer. The covalently bonded
transition metal atoms are nucleation sites for catalytically active
transition metal particles. The complex is prepared by complexing a highly
electroconducting polymer with transition metal coordination ions and then
reducing the transition metal ions to neutral atoms. An electrode for a
fuel cell is made by impregnating an electrically conducting sheet with
the catalytic complex and drying the impregnated sheet. The scope of the
present invention includes such electrodes and the fuel cells that
incorporate these electrodes.
|
||
|
US
6,380,126 (Medisel)
|
Class
of Electrocatalysts and a gas diffusion electrode based thereon for fuel
cells
|
granted
|
An
electrocatalyst based on a highly electroconducting polymer and a
transition metal, in which transition metal atoms are covalently bonded to
heteroatoms of the backbone monomers of the polymer. The covalently bonded
transition metal atoms are nucleation sites for catalytically active
transition metal particles. The complex is prepared by complexing a highly
electroconducting polymer with transition metal coordination ions and then
reducing the transition metal ions to neutral atoms. An electrode for a
fuel cell is made by impregnating an electrically conducting sheet with
the catalytic complex and drying the impregnated sheet. The scope of the
present invention includes such electrodes and the fuel cells that
incorporate these electrodes.
|
||
|
US
20030207160 (More)
|
Suspensions
for use as a fuel for electrochemical fuel cells
|
A
fuel composition for fuel cells includes a polar solvent such as water, a
first portion of a first fuel dissolved in the solvent at a saturated
concentration, and a second portion of the first fuel suspended in the
solvent to serve as a reservoir of fuel as the dissolved portion is
consumed. Preferably, the first fuel is a hydride such as NaBH.sub.4.
Optionally, the fuel composition also includes a second fuel such as an
alcohol that also controls the solubility of the first fuel in the
solvent, inhibits decomposition of the first fuel and stabilizes the
suspension. Preferably, the fuel composition also includes an additive
such as an alkali for stabilizing the first fuel.
|
|||
|
US
20030207157 (More)
|
Liquid
fuel compositions for electrochemical fuel cells
|
A
liquid fuel composition useful for catalytic fuel cells is made up of at
least two components. The primary fuel component is a surface-active
compound, such as methanol, that is a source of and acts to prevent
unwanted decomposition of the auxiliary fuel. The auxiliary fuel is a
compound having a standard reduction potential more negative than the
reduction potential of hydrogen gas, which serves as a source of energy
and serves to catalyze the catalytic oxidation of the primary
fuel.
|
|||
|
US
20020142196 (More)
|
Liquid
fuel compositions for electrochemical fuel cells
|
A
liquid fuel composition useful for catalytic fuel cells is made up of at
least two components. The primary fuel component is a surface-active
compound, such as methanol, that is a source of and acts to prevent
unwanted decomposition of the auxiliary fuel. The auxiliary fuel is a
compound having a standard reduction potential more negative than the
reduction potential of hydrogen gas, which serves as a source of energy
and serves to catalyze the catalytic oxidation of the primary
fuel.
|
|||
Schedule
9(p)
Permitted
Liens
|
1.
|
More
Energy Ltd. has granted to Xxxxxxxxxxxx Xxxx & Xxxxxxxxx a first
priority security interest in, and a related “fixed charge” with respect
to, its manufacturing equipment located at its production facility at
Celestica, Parkmore Business Park, Ballybrit, Galway,
Ireland.
|
|
2.
|
The
Company has been named as defendant in lawsuits filed by suppliers for
past due invoices, of which five of the plaintiffs have been granted
attachments, totaling approximately $100,000, on the bank accounts of
Medis El Ltd. in Israel. In addition, the Company continues to
receive claims, both oral and in writing, by vendors, suppliers and
service providers threatening legal action for payment of past due
invoices under its arrangements with these third
parties. Moreover, the Company has not paid payroll to its
employees or related taxes and social benefits due to governmental
agencies for the months of July and August. These non-payments
place the Company at risk for additional legal
actions.
|
|
3.
|
More
Energy Ltd. has negotiated settlements with two of its vendors, KRAMSKI
GmbH (“Kramski”) and
X.X Xxxxxxxxx Ltd. (“Englander”), in
respect of substantial payment obligations owed to such vendors by More
Energy Ltd. These settlement agreements obligate More Energy
Ltd. to, among other things, return certain of its equipment that was
originally manufactured by Kramski and Englander to its respective
manufacturer for which More Energy Ltd. will receive a substantial credit
against the amounts owed to such
vendor.
|
