Exhibit 4.1

    

     

    

    
      	RIGHTS CERTIFICATE #:  ____  	
               

            	NUMBER OF RIGHTS

            
	
               

            	
              THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS

              DATED [  ], 2020 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.   COPIES OF

              THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., INC., THE INFORMATION AGENT.

            	
               

            
	 	 	 
	 	
              Eltek Ltd.

              Incorporated under the laws of the State of Israel

               

              NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE 

               

              Evidencing Non-Transferable Subscription Rights to Purchase Ordinary Shares of Eltek Ltd.

               

              Subscription Price:          [$ ______ per Share]

               

              THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,

              ON [  ], 2020, UNLESS EXTENDED BY THE COMPANY

            	 
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              REGISTERED

                        OWNER:

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
              THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights
                (“Rights”) set forth above. [Each whole Right entitles the holder thereof to subscribe for and purchase one Ordinary Share, with a par value of  NIS 3.00 per share, of Eltek Ltd., an Israeli corporation, at a subscription price  of
                $[______] per  share  (the  “Basic  Subscription  Privilege”),  pursuant  to  a  rights  offering  (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Eltek
                Ltd., Subscription Rights Certificates” accompanying this Subscription Rights Certificate.   If any Ordinary Shares available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their
                Basic Subscription Privilege (the “Excess Shares”),

            	
               

            	
              any Rights holder that exercises its Basic Subscription Privilege in full may subscribe for a number of Excess Shares
                pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the “Over-Subscription Privilege”).   The Rights represented by this Subscription Rights Certificate may be exercised by
                completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for Ordinary Share in accordance with the “Instructions as to Use of Eltek Ltd., Subscription Rights
                Certificates” that accompany this Subscription Rights Certificate.

            	
               
                
                  

                

              

               

               
               

            
	
               

            	
               

            	
               

            	
               

            
	
              This Subscription Rights Certificate is not valid unless countersigned by the subscription agent
                and registered by the registrar. 

               

              

              Witness the seal of Eltek Ltd. and the signatures of its duly authorized officers.

               

              

              
                Dated:  [  ], 2020

              

            
	
               

            	
              

            	
               

            	
              

            
	
               

            	
              Chief Executive Officer

            	
               

            	
              Chief Financial Officer

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    

    
      
        


    

     
      
        DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

         

        Delivery other than in the manner or to the address listed below will not constitute valid delivery.

        	
                If delivering by mail, hand or overnight courier:

                American Stock Transfer & Trust Company, LLC

                Operations Center

                Attn: Reorganization Department

                6201 15th Avenue

                Brooklyn, New York 11219

              


                  

        PLEASE PRINT ALL
            INFORMATION CLEARLY AND LEGIBLY.

      

      

      

      

      

      
        	
                FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

                 

                To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under
                  Form 3 below.  To subscribe for shares pursuant to your Over-Subscription Right, please also complete line (b) and sign under Form 3 below.  To the extent you subscribe for more Shares than you are entitled under either the Basic
                  Subscription Right or the Over-Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Right or Over-Subscription Right, as
                  applicable.

                 

                (a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:

                 

                I apply for ______________ shares x $ [_____]          =   $_______________

                                 (no. of new shares)          (subscription price)      (amount enclosed)

                 

                (b) EXERCISE OF OVER-SUBSCRIPTION RIGHT

                 

                If you have exercised your Basic Subscription Right in full and wish to subscribe for additional shares for which you are otherwise entitled to subscribe pursuant to your Over-Subscription Right:

                 

                I apply for ______________ shares x $ [_____]          =   $_______________

                               (no. of new shares)          (subscription price)        (amount enclosed)

                 

                (c) Total Amount of Payment Enclosed   =   $__________________

                 

                METHOD OF PAYMENT (CHECK ONE)

                 

                

                
                  ☐  Check or bank draft payable to “American Stock Transfer & Trust Company, LLC as
                    Subscription Agent.”

                   

                  

                  
                    ☐  Wire transfer of immediately available funds directly to the account maintained by
                      American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account #
                      530-354616 American Stock Transfer FBO Eltek Ltd., with reference to the rights holder's name.

                  

                

              	
                 

              	
                FORM 2-DELIVERY TO DIFFERENT ADDRESS
                   

                  If you wish for the Ordinary Shares underlying your subscription rights or a certificate representing unexercised subscription rights to be delivered to an address different from that shown on the face of this Subscription
                    Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.

                   

                  ________________________________________________________________

                   

                  ________________________________________________________________

                   

                  ________________________________________________________________

                  

                  

                

                FORM 3-SIGNATURE

                 

                TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably
                  subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus.  By signing below I confirm that (1) after giving effect to the exercise of my Rights, I will not beneficially own, as determined
                  in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, more than 14.99% of the Company’s outstanding shares of Ordinary Shares (calculated immediately upon the closing of the rights offering after giving
                  effect to the Backstop Commitment, as described in the Prospectus) and (2), if I already beneficially own, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, in excess of 14.99% of the
                  Company’s outstanding shares of Ordinary Shares I will not, via the exercise of the Rights, increase my proportionate interest in the Company’s Ordinary Shares (with respect to (1) or (2), any such excess shares, the “Excess Shares”). 
                  With respect to any such Excess Shares, I hereby (1) irrevocably appoint and constitute the Company, each of its authorized officers and their designees, and each of them, with full power of substitution, as my proxy and attorney in fact
                  with full authority to vote and act by written consent with respect to any such Excess Shares on any matter submitted to shareholders for a vote or action by written consent, in the discretion of such proxy, to the same extent I would
                  have the power to vote or act by written consent and (2) grant the Company a right for 90 days from the closing of the rights offering to repurchase such Excess Shares at the lesser of the $ [_____] per share subscription price and the
                  closing price of the Company’s Ordinary Shares on the New York Stock Exchange on the trading day immediately prior to the date on which notice is sent to the holder of the Company’s intent to exercise such right, which notice must be sent
                  prior to the expiration of such 90 day period.  I agree to cooperate with the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the rights granted in the previous
                  sentence.

                

                

                Signature(s): ______________________________________________________

                 

                IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights
                  Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

                 

                FORM 4-SIGNATURE GUARANTEE

                 

                This form must be completed if you have completed any portion of Form 2.

                 

                Signature Guaranteed: _______________________________________________

                         (Name of Bank or Firm)

                 

                By:_______________________________________________________________

                         (Signature of Officer)

                

                

                IMPORTANT:  The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings
                  & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

              


        

        

      

      
        FOR INSTRUCTIONS ON THE USE OF ELTEK LTD. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT D.F. KING & CO., INC., THE
          INFORMATION AGENT, AT (800)-283-2170