Exhibit 10.53
THIS WARRANT HAS BEEN, AND THE WARRANT SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "WARRANT SHARES") WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESA LE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE WARRANT SHARES (TOGETHER, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
ENERTEC SYSTEMS 2001 LTD.
COMMON STOCK PURCHASE WARRANT
December 31, 2020
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Zvika Avni, with an address at Zamir Street 3, Karmi'EI, Israel (the "Holder"), is entitled to subscribe for and purchase, at any time or times on or after December 31, 2020 (the "Issuance Date"),from Enertec Systems 2001 Ltd., an Israeli company with an address at 8 21653 HaNapach St., Karmiel, Israel (the "Company"), Twenty-Seven Thousand Eight Hundred Eighty-Nine (27,889) shares (the "Warrant Shares") of the fully paid and nonassessable common stock, par value 1.00 per share, of the Company (the "Common Stock"), at an exercise price per share of $0.01 (the "Exercise Price"). As of the date of this Warrant, the authorized share capital of the Company is 287,700 shares of Common Stock, of which 251,000 shares of Common Stock are issued and outstanding. This Warrant is subject to the following terms and conditions:
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For purposes of this Article 7, Fair Value shall have the meanings set forth below:
"Fair Value" lf GWW or the Company's common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a "Trading Market"), the Fair Value of GWW and the Company shall be determined based upon the closing price or last sale price of a share of GWW or the Company's common stock reported for the Trading Day immediately before the date the Warrant is exchanged for a New Warrant. If GWW or the Company's common stock is not traded in a Trading Market, the Board of Directors of Ault Global shall determine the Fair Value in its reasonable good faith judgment , provided , however, that if the Holder disagrees with the Board of Directors' evaluation, the Fair Value shall be determined by an independent appraiser selected in good faith by the Holder reasonably acceptable to Ault Global, the fees and expenses of which shall be paid by the Company. The determination of Fair Value shall take into consideration the relative values of each company, such as net assets (total assets less total liabilities), net income, EBITDA or some combination of these indicators.
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To the Holder: | Zvika Avni |
| Zamir Street 3 |
| Karmi'El, Israel |
| Email: zvi@enertec.co.il |
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To the Company: | Enertec Systems 2001 Ltd. |
| 821653 HaNapach St |
| Karmiel, Israel |
| Attn: Nissim Ovadia, CFO |
| Email: nissim@enertec.co.il |
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With a copy to: | Ault Global Holdings, Inc. |
| 201 Shipyard Way |
| Newport Beach, California, 92663 |
| Attn : William B. Horne, CEO |
| Email: will@aultglobal.com |
or in each case to such other address and facsimile number as shall have last been furnished by like notice. If all of the methods of notice set forth in this Paragraph C of this Article 12 of this Warrant are impossible for any reason, notice shall be in writing and personally delivered to the aforesaid addresses. Each notice or communication shall be deemed to have been given as of the date so mailed or delivered as the case may be; provided, however, that any notice sent by facsimile shall be deemed to have been given as of the date so sent if a copy thereof is also mailed by first class mail on the date sent by facsimile. If the date of mailing is not the same as the date of sending by facsimile, then the date of mailing by first class mail shall be deemed to be the date upon which notice is given; provided further, however, that any notice sent by overnight delivery shall be deemed to have been given as of the date of delivery.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.
Issued this 31st day of December, 2020
THE COMPANY: | ||
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ENERTEC SYSTEMS 2001 LTD. | ||
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By: |
| /s/ Nissim Ovadia, CFO |
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| Nissim Ovadia, CFO |
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THE PARENT COMPANY: | ||
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AULT GLOBAL HOLDINGS, INC. | ||
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By: |
| /s/ William B. Horne |
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| William B. Horne, CEO |
Acknowledged and Accepted: | ||
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THE HOLDER: | ||
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Zvika Avni | ||
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By: |
| /s/ Zvika Avni |
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| Zvika Avni, an Individual |
EXHIBIT A
FORM OF EXERCISE NOTICE
[To be executed only upon exercise of Warrant]
To AULT & COMPANY, INC.:
The undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 2 of the Warrant with respect to Warrant Shares, at an exercise price per share of $0.0l, and requests that the certificates for such Warrant Shares be issued in the name of, and delivered to:
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The undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.
Dated: |
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(Signature must conform in all respects to name of holder as specified on the face of Warrant)
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