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 March 18, 2019 (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


 


TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE 


 


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


 


 Subscription Price: $1.464 per Share 


 


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




 ON April 9, 2019, 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 transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one share of Class Ordinary Shares, with a par value of  NIS 3.00 per share, of Eltek Ltd., an Israeli corporation, at a subscription price  of $1.464 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 shares of Class 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 retuning the full payment of the subscription price for each share of Class Ordinary Shares 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:  _____ __, 2019 




	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
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 4 below.  To subscribe for shares pursuant to your Over-Subscription Right, please also complete line (b) and sign under Form 4 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 $1.464                    =   $_______________ 


    (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 $1.464                    =   $_______________ 


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


 


(c) Total Amount of Payment Enclosed   =   $__________________


 


METHOD OF PAYMENT (CHECK ONE)





	
 

	

FORM 3-DELIVERY TO DIFFERENT ADDRESS


 


If you wish for the Ordinary Shares underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of 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 4 and have your signature guaranteed under Form 5.


 


________________________________________________________________


 


________________________________________________________________


 


________________________________________________________________







FORM 4-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 $1.464 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 5-SIGNATURE GUARANTEE


 


This form must be completed if you have completed any portion of Forms 2 or 3.


 


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.






	☐	
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-TRANSFER  TO  DESIGNATED  TRANSFEREE


 


To transfer your subscription rights to another person, complete this Form 2 and have your signature guaranteed under Form 5.


 


For value received ______________ of the subscription rights represented by this Subscription Rights Certificate are assigned to:


 


________________________________________________________________


 


________________________________________________________________


 


Social Security # __________________________________________________


 


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.



	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 







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