WWW.EXFILE.COM, INC. -- 888-775-4789 -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 4.1 TO FORM S-3


    EXHIBIT
4.1

     

     

    RESTATED CERTIFICATE OF
INCORPORATION

    OF

    MEDIS TECHNOLOGIES
LTD.

     

    Under Section 245 of the
Delaware General Corporation Law

     

     

    Medis
Technologies Ltd., a corporation organized and existing under the Delaware
General Corporation Law (the “Corporation”), DOES HEREBY
CERTIFY as
follows:

     

    FIRST:             
That the
name of the corporation is MEDIS TECHNOLOGIES
LTD.

     

    SECOND:            
That the
original Certificate of Incorporation of the Corporation was filed on April 7,
1992 with the Secretary of State of the State of Delaware under the name
S.C.L.W. Corporation.

     

    THIRD:     That the
following amendment and restatement of the Certificate of Incorporation of the
Corporation was declared advisable by Board of Directors of the Corporation and
was approved by written consents executed by the holders of a majority of the
outstanding stock of the Corporation entitled to vote thereon in the manner
prescribed by Sections 228 and 242 of the Delaware General Corporation Law. This
Restated Certificate of Incorporation was duly adopted in the manner prescribed
by Section 245 of the Delaware General Corporation Law.

     

    FOURTH:             
That the
text of the Certificate of Incorporation of MEDIS TECHNOLOGIES
LTD. is
hereby restated to read in full as follows:

     

    “FIRST:    The name
of the corporation is MEDIS TECHNOLOGIES
LTD.

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    SECOND:            
The
address of the initial registered and principal office of this corporation is
this state is 30 Old Rudnick Lane, Suite 100, Dover, Delaware 19901, in the
County of Kent, and the name of the registered agent at said address is LEXIS
Document Services Inc.

     

    THIRD:             
The
purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the Delaware General Corporation
Law.

     

    FOURTH:            
 (a)  
  The
corporation shall be authorized to issue the following shares: 

     

    
      	 	
                    
                CLASS

              

               

            	
                    
                NUMBER
      OF SHARES

              

            	
                    
                PAR
      VALUE

              

            
	 	
              Common

               

            	
              25,000,000

               

            	
              .01

               

            
	 	
              Preferred

               

            	
              10,000

               

            	
              .01

               

            


    

     

    (b)  The
designations and the powers, preferences and rights, and the qualifications or
restrictions thereof are as follows:

     

    The
Preferred shares shall be issued from time to time in one or more series, with
such distinctive serial designations as shall be stated and expressed in the
resolution or resolutions providing for the issue of such shares from time to
time adopted by the Board of Directors; and in such resolution or resolutions
providing for the issue of shares of each particular series, the Board of
Directors is expressly authorized to fix the annual rate or rates of dividends
for the particular series; the dividend payment dates for the particular series
and the date from which dividends on all shares of such series issued prior to
the record date for the first dividend payment date shall be cumulative; the
redemption price or prices for the particular series; the voting powers for the
particular series; the rights, if any, of holders of the shares of the
particular series to convert the same into shares of any other series or class
or other securities of the corporation, with any provisions for the subsequent
adjustment of such conversion rights; and to classify or reclassify any unissued
preferred shares by fixing or altering from time to time any of the foregoing
rights, privileges and qualifications.

     

    All the
Preferred shares of any one series shall be identical with each other in all
respects, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall be cumulative; and all
Preferred shares shall be of equal rank, regardless of series, and shall be
identical in all respects except as to the particulars fixed by the Board as
hereinabove provided or as fixed herein.

     

    FIFTH:              
The
following provisions are inserted for the management of the business and for the
conduct of the affairs of the corporation, and for further definition,
limitation and regulation of the powers of the corporation and of its directors
and stockholders:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (a)  The
number of directors of the corporation shall be such as from time to time shall
be fixed by, or in the manner provided in the By-Laws. Election of directors
need not be by ballot unless the By-Laws so provide.

     

    (b)  The Board
of Directors shall have power without the assent or vote of the
stockholders:

     

    (i)  To make,
alter, amend, change, add to or repeal the By-Laws of the corporation; to fix
and vary the amount to be reserved for any proper purpose; to authorize and
cause to be executed mortgages and liens upon all or any part of the property of
the corporation; to determine the use and disposition of any surplus or net
profits; and to fix the times for the declaration and payment of
dividends.

     

    (ii)  To
determine from time to time whether, and to what times and places and under what
conditions the accounts and books of the corporation (other than the stock
ledger) or any of them, shall be open to the inspection of the
stockholders.

     

    (c)  The
directors in their discretion may submit any contract or act for approval or
ratification at any annual meeting of the stockholders or at any meeting of the
stockholders called for the purpose of considering any such act or contract, and
any contract or act that shall be approved or be ratified by the vote of the
holders of a majority of the stock of the corporation which is represented in
person or by proxy at such meeting and entitled to vote thereat (provided that a
lawful quorum of stockholders be there represented in person or by proxy) shall
be as valid and as binding upon the corporation and upon all the stockholders as
though it had been approved or ratified by every stockholder of the corporation,
whether or not the contract or act would otherwise be open to legal attack
because of directors’ interest, or for any other reason.

     

    (d)  In
addition to the powers and authorities hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation; subject, nevertheless, to the provisions of the statutes of
Delaware, of this certificate, and to any By-Laws from time to time made by the
stockholders; provided, however, that no By-Laws so made shall invalidate any
prior act of the directors which would have been valid if such By-Law had not
been made.

     

    SIXTH:     (a)    The
personal liability of the directors of the Corporation is hereby eliminated to
the fullest extent permitted by paragraph (7) of subsection (b) of Section 102
of the Delaware General Corporation Law, as the same may be amended and
supplemented.

     

    (b)  The
Corporation shall, to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     

    (c)  If the
Delaware General Corporation Law is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so
amended.

     

    (d)  No
amendment to or repeal of this Article SIXTH shall apply to or have any effect
on the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment.

     

    SEVENTH:    Whenever
a compromise or arrangement is proposed between this corporation and its
creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware, may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths (3/4) in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     

    EIGHTH:      
The
corporation reserves the right to amend, alter, change or repeal any provision
contained in this Restated Certificate of Incorporation, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed by law; and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Restated Certificate of Incorporation in its present form or as hereafter
amended are granted subject to the rights reserved in this Article
EIGHTH.”

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    IN WITNESS
WHEREOF, this
Restated Certificate of Incorporation, which restates and amends the provisions
of the Certificate of Incorporation, as amended, of the Corporation, and which
has been duly adopted in accordance with Sections 242 and 245 of the Delaware
General Corporation Law, has been executed by its duly authorized officer this
19th day of
April, 2000.

     

     

    
      	 	 	 
	 	
              MEDIS
      TECHNOLOGIES LTD.

            
	 
 	 
 	 
 
	 	By:  	/s/ Howard
      Weingrow
	 	
              
      Name: Howard Weingrow
	 	Title:
    President


    

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    





    CERTIFICATE OF
AMENDMENT

    OF THE

    RESTATED CERTIFICATE OF
INCORPORATION

    OF

    MEDIS TECHNOLOGIES
LTD.

     

    ___________________________________

    


    


    Medis
Technologies Ltd., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), hereby certifies as follows:

     

    FIRST:        
Pursuant
to a unanimous written consent of the Board of Directors of the Corporation
dated as of April 28, 2002, the Board of Directors duly adopted resolutions
proposing and declaring advisable the following amendment to the Corporation’s
Restated Certificate of Incorporation:

     

    That
Article FOURTH, clause (a) of the Corporation’s Restated Certificate of
Incorporation be amended to read in its entirety as follows:

    


    “The
Corporation shall be authorized to issue the following shares:

     

    
      	 	
                    
                CLASS

              

               

            	
                    
                NUMBER
      OF SHARES

              

            	
                    
                PAR
      VALUE

              

            
	 	
              Common

               

            	
              35,000,000

               

            	
              .01

               

            
	 	
              Preferred

               

            	
              10,000

               

            	
              .01”

               

            


    

     

    SECOND:    That at
the duly noticed and convened Annual Meeting of Stockholders of the Corporation
held on June 12, 2002, at which a quorum was present and acting throughout in
person or by proxy, the stockholders of the Corporation approved the aforesaid
amendment.

     

    THIRD:       
That the
aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the Corporation has caused
this Certificate to be signed by Howard Weingrow, its President, this
27th day of
June, 2002.

     

     

    
      	 	 	 
	 	MEDIS
      TECHNOLOGIES LTD.
	 
 	 
 	 
 
	 	By:  	/s/ Howard
      Weingrow
	 	
              
      Howard Weingrow
	 	
              President 

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    CERTIFICATE OF
AMENDMENT

    OF THE

    RESTATED CERTIFICATE OF
INCORPORATION

    OF

    MEDIS TECHNOLOGIES
LTD.


     

    ___________________________________

     

    


    Medis
Technologies Ltd., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), hereby certifies as follows:

     

    FIRST:     Pursuant
to a unanimous written consent of the Board of Directors of the Corporation
dated as of May 13, 2004, the Board of Directors duly adopted resolutions
proposing and declaring advisable the following amendment to the Corporation’s
Restated Certificate of Incorporation:

     

    That
Article FOURTH, clause (a) of the Corporation’s Restated Certificate of
Incorporation, as amended, be amended to read in its entirety as
follows:

    


    “The
Corporation shall be authorized to issue the following shares:

     

    
      	 	
                    
                CLASS

              

               

            	
                    
                NUMBER
      OF SHARES

              

            	
                    
                PAR
      VALUE

              

            
	 	
              Common

               

            	
              38,000,000

               

            	
              .01

               

            
	 	
              Preferred

               

            	
              10,000

               

            	
              .01”

               

            


    

     

    SECOND:    That at
the duly noticed and convened Annual Meeting of Stockholders of the Corporation
held on June 30, 2004, at which a quorum was present and acting throughout in
person or by proxy, the stockholders of the Corporation approved the aforesaid
amendment.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    THIRD:        
That the
aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     

    IN WITNESS WHEREOF, the Corporation has caused
this Certificate to be signed by Howard Weingrow, its President, this
7th day of
July, 2004.

     

    
       

      
        	 	 	 
	 	MEDIS
      TECHNOLOGIES LTD.
	 
 	 
 	 
 
	 	By:  	/s/ Howard
      Weingrow
	 	
                
      Howard Weingrow
	 	
                President 

              


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


    

    CERTIFICATE OF
AMENDMENT

    OF THE

    RESTATED CERTIFICATE OF
INCORPORATION

    OF

    MEDIS TECHNOLOGIES
LTD.


     

    ___________________________________

     

     

    Medis
Technologies Ltd., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), hereby certifies as follows:

     

    FIRST:        
Pursuant
to a unanimous written consent of the Board of Directors of the Corporation
dated as of May 1, 2006, the Board of Directors duly adopted resolutions
proposing and declaring advisable the following amendment to the Corporation’s
Restated Certificate of Incorporation:

     

    That
Article FOURTH, clause (a) of the Corporation’s Restated Certificate of
Incorporation be amended to read in its entirety as follows:

    


    “The
Corporation shall be authorized to issue the following shares:

     

    
      	 	
                    
                CLASS

              

               

            	
                    
                NUMBER
      OF SHARES


            	
                    
                PAR
      VALUE

              

            
	 	
              Common

            	
              41,500,000

            	
              $0.01

            
	 	 	 	 
	 	
              Preferred

            	
              10,000

            	
              $0.01”

            


    

     

    SECOND:    That at
the duly noticed and convened Annual Meeting of Stockholders of the Corporation
held on July 18, 2006, at which a quorum was present and acting throughout in
person or by proxy, the stockholders of the Corporation approved the aforesaid
amendment.

     

    THIRD:       
That the
aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     

    IN WITNESS WHEREOF, the Corporation has caused
this Certificate to be signed by Howard Weingrow, its Deputy Chairman and Chief
Operating Officer, this 21st day of
July, 2006.

     

    
       

      
        	 	 	 
	 	MEDIS
      TECHNOLOGIES LTD.
	 
 	 
 	 
 
	 	By:  	/s/ Howard
      Weingrow
	 	
                
      Howard Weingrow
	 	
                President 

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    CERTIFICATE OF
AMENDMENT

    OF THE

    RESTATED CERTIFICATE OF
INCORPORATION

    OF

    MEDIS TECHNOLOGIES
LTD.

     

    _________________

     

     

     

    Medis
Technologies Ltd., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), hereby certifies as follows:

     

    FIRST:    Pursuant
to a unanimous written consent of the Board of Directors of the Corporation
dated as of April 18, 2007, the Board of Directors duly adopted resolutions
proposing and declaring advisable the following amendment to the Corporation’s
Restated Certificate of Incorporation:

     

    That
Article FOURTH, clause (a) of the Corporation’s Restated Certificate of
Incorporation be amended to read in its entirety as follows:

     

    “The
Corporation shall be authorized to issue the following shares:

     

    
      
        	 	
                CLASS

              	
                NUMBER
      OF SHARES

              	
                PAR
      VALUE

              
	 	 	 	 
	 	
                Common

              	
                43,500,000

              	
                $0.01

              
	 	 	 	 
	 	
                Preferred

              	
                10,000

              	
                $0.01”

              


      

       

    

    SECOND:  That at
the duly noticed and convened Annual Meeting of Stockholders of the Corporation
held on July 17, 2007, at which a quorum was present and acting throughout in
person or by proxy, the stockholders of the Corporation approved the aforesaid
amendment.

     

    THIRD:  That the
aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.  

     

    IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
by Howard Weingrow, its Deputy Chairman and Chief Operating Officer, this 19th
day of July, 2007.

     

     

     

    
      	 	
              MEDIS
      TECHNOLOGIES LTD.

            	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
    

            	/s/ Howard
      Weingrow	 
	 	 	Howard Weingrow	 
	 	 	Deputy Chairman &
    COO	 
	 	 	 	 


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    CERTIFICATE
OF AMENDMENT

    OF
THE

    RESTATED
CERTIFICATE OF INCORPORATION

    OF

    MEDIS
TECHNOLOGIES LTD.

     

      
        

      

    

    


    


    Medis Technologies Ltd., a corporation
organized and existing under the laws of the State of Delaware (the
“Corporation”), hereby certifies as follows:

    


    FIRST:        
Pursuant to a unanimous written consent of the Board of Directors of the
Corporation dated as of March 31, 2008, the Board of Directors duly adopted
resolutions proposing and declaring advisable the following amendment to the
Corporation’s Restated Certificate of Incorporation:

    


    That Article FOURTH, clause (a) of the
Corporation’s Restated Certificate of Incorporation be amended to read in its
entirety as follows:

    


    “The Corporation shall be authorized to
issue the following shares:

    


    
      	
              CLASS

            	 	
              NUMBER
      OF SHARES

            	 	
              PAR
      VALUE

            
	 
      	 	 
      	 	 
      
	
              Common

            	 	
              49,500,000

            	 	
              $0.01

            
	 	 	 	 	 
	
              Preferred

            	 	
              10,000

            	 	
              $0.01”

            


    

    


    SECOND:     That at
the duly noticed and convened Special Meeting of Stockholders of the Corporation
held on May 15, 2008, at which a quorum was present and acting throughout in
person or by proxy, the stockholders of the Corporation approved the aforesaid
amendment.

    


    THIRD:        
That the aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

    


    IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
by Howard Weingrow, its Deputy Chairman and Chief Operating Officer, this
19th
day of May, 2008.

     

     

     

    
      
        	 	MEDIS
      TECHNOLOGIES LTD.	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Howard
      Weingrow	 
	 	 	Howard
      Weingrow	 
	 	 	Deputy
      Chairman & COO	 
	 	 	 	 


      

    

     

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    CERTIFICATE
OF AMENDMENT

    OF
THE

    RESTATED
CERTIFICATE OF INCORPORATION

    OF

    MEDIS
TECHNOLOGIES LTD.

     

    
      
        

      

    

    


    


    Medis Technologies Ltd., a corporation
organized and existing under the laws of the State of Delaware (the
“Corporation”), hereby certifies as follows:

    


    FIRST:          Pursuant
to a unanimous written consent of the Board of Directors of the Corporation
dated as of May 30, 2008 and as of June 19, 2008, the Board of Directors duly
adopted resolutions proposing and declaring advisable the following amendment to
the Corporation’s Restated Certificate of Incorporation:

    


    That Article FOURTH, clause (a) of the
Corporation’s Restated Certificate of Incorporation be amended to read in its
entirety as follows:

    


    “The Corporation shall be authorized to
issue the following shares:

    


    
      	
              CLASS

            	 	
              NUMBER
      OF SHARES

            	 	
              PAR
      VALUE

            
	 	 	 	 	 
	
              Common

            	 	
              57,500,000

            	 	
              $0.01

            
	 	 	 	 	 
	
              Preferred

            	 	
              10,000

            	 	
              $0.01”

            


    

    


    SECOND:     That at
the duly noticed and convened Annual Meeting of Stockholders of the Corporation
held on August 11, 2008, at which a quorum was present and acting throughout in
person or by proxy, the stockholders of the Corporation approved the aforesaid
amendment.

    


    THIRD:         That
the aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

    


    IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
by Howard Weingrow, its Deputy Chairman and Chief Operating Officer, this
19th
day of August, 2008.

    


     

     

    
      
        
          	 	MEDIS
      TECHNOLOGIES LTD.	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Howard
      Weingrow	 
	 	 	Howard
      Weingrow	 
	 	 	Deputy
      Chairman & COO