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Exhibit 4.2
EXECUTION COPY
SUBSCRIPTION AGENT AGREEMENT
This Subscription Agent Agreement, made and entered into this _____ day
of July, 2002, by and between Camtek Ltd., a company organized under the laws
of Israel (the "Company"), and American Stock Transfer and Trust Company, a
New York corporation with offices at 59 Maiden Lane, New York, New York 10038
(the "Subscription Agent").
WITNESSETH:
WHEREAS, the Company is filing a Registration Statement with the
Securities and Exchange Commission on Form F-3 (the "Registration Statement")
with respect to the proposed offering (the "Rights Offering") of rights (the
"Rights") to purchase its Ordinary Shares, NIS 0.01 nominal value (the
"Ordinary Shares"), which are to be issued to holders of outstanding Ordinary
Shares; and
WHEREAS, the Subscription Agent presently serves as transfer agent and
registrar of the Ordinary Shares and will serve as registrar for the Rights;
and
WHEREAS, it is expected by the Company that one Right will be issued for
each 2.5536 Ordinary Shares held of record as of the date set forth in the
Registration Statement as the record date (the "Record Date"), that one Right
will entitle the holder to purchase one (1) Ordinary Share at the exercise
price (the "Subscription Price") set forth in the Registration Statement, and
that the Rights will be evidenced by non-transferable certificates (the
"Rights Certificates") in form satisfactory to the Subscription Agent and the
Company; and
WHEREAS, the Company desires to employ the Subscription Agent to issue
and deliver the Rights Certificates and to act as Subscription Agent in
connection with the Rights Offering, and the Subscription Agent is willing to
act in such capacities;
NOW, THEREFORE, the parties hereto agree, in consideration of the mutual
covenants and promises herein contained, as follows:
1. APPOINTMENT OF SUBSCRIPTION AGENT. The Rights Offering will be conducted
in the manner and upon the terms set forth in the final Prospectus constituting
a part of the Registration Statement (the "Prospectus"), which is incorporated
herein by reference and made a part hereof as if set forth in full herein. The
Subscription Agent is hereby appointed as subscription agent to effect the
Rights Offering in accordance with the Prospectus and the Subscription Agent
hereby accepts such appointment. Each reference to the Subscription Agent in
this Agreement is to the Subscription Agent in its capacity as subscription
agent unless the context indicates otherwise.
2. DELIVERY OF DOCUMENTS BY COMPANY.
(a) The Company will cause to be timely delivered to the Subscription
Agent sufficient copies of the following documents for delivery to the holders
of record of the Ordinary Shares at the close of business on the Record Date
(the "Rights Offerees"):
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(i) the Prospectus, which includes instructions for exercise of
the Rights;
(ii) blank non-transferable subscription Rights Certificate; and
(iii) separate instructions for Rights Offerees who are nominees
(the "Nominee Instructions").
(b) The Company will also deliver to the Subscription Agent
resolutions adopted by the Board of Directors of the Company in connection with
the Rights Offering.
3. DETERMINATION OF RIGHTS OFFEREES AND RIGHTS. On or about the Record
Date, the Subscription Agent shall create and maintain from the stock ledger and
register it maintains in its capacities as transfer agent and registrar of the
Ordinary Shares a record of the names, addresses and, where available, taxpayer
identification numbers of the Rights Offerees and the number of Rights each such
Rights Offeree is entitled to receive in the Rights Offering (the "Rights
Record"). The number of Rights for each Rights Offeree shall be determined by
dividing by 2.5536 the number of Ordinary Shares that such Rights Offeree held
of record as of the Record Date, but in lieu of issuing fractional Rights, the
Subscription Agent shall round each such fraction to the next lower whole number
of Rights. The Rights Record shall also include the number of the Right
Certificate issued to each Rights Offeree, the number of Rights evidenced on its
face by each of the Rights Certificates and the date of each of the Rights
Certificates.
4. MAILING OF DOCUMENTS BY SUBSCRIPTION AGENT. As soon as practicable after
delivery of the documents described in subparagraph 2(a) hereof and receipt of
written instructions from the Company, the Subscription Agent shall mail or
cause to be mailed, via overnight courier specifying next day delivery, to each
Rights Offeree a Rights Certificate, dated as of the date of issuance thereof by
the Subscription Agent, evidencing the Rights to which such Rights Offeree is
entitled, a Prospectus, including the instructions for exercise of the Rights,
and an envelope addressed to the Subscription Agent. Prior to mailing, the
Subscription Agent, as transfer agent and registrar for the Rights, will cause
to be issued Rights Certificates in the names of the Rights Offerees and for the
number of Rights to which they are each entitled, as determined in accordance
with Paragraph 3 above. The Subscription Agent shall make reasonable efforts to
identify which of the Rights Offerees are likely to be nominee holders and to
include the Nominee Instructions with such mailing to such Rights Offerees. The
Subscription Agent shall either manually sign or affix a duly authorized
facsimile signature on all Rights Certificates. Promptly after the Rights
Certificates are mailed, the Subscription Agent shall execute and deliver to the
Company a certificate in the form of Exhibit A hereto. Subsequent to their
original issuance, no Rights Certificates shall be issued except Rights
Certificates issued upon any combination, split up or exchange of Rights or
issued in replacement of mutilated, destroyed, lost or stolen Rights
Certificates pursuant to Paragraph 6 hereof.
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5. SUBSCRIPTION PROCEDURE.
(a) For a valid exercise of Rights to occur, the Subscription Agent
must receive, by mail, hand delivery, or otherwise, prior to 5:00 P.M., New York
City time, on the Expiration Date (as defined in the Prospectus) (i) the Rights
Certificate pertaining to such Rights, which has been properly completed and
endorsed for exercise, as provided in the instructions accompanying the Rights
Certificate, and (ii) payment in full of the Subscription Price for each Right
being exercised (the "Subscription Price") in U.S. Dollars by money order or
cashier's check or by check drawn on a bank located in the United States payable
to the order of "American Stock Transfer and Trust Company, as Subscription
Agent."
(b) After receipt at any time after five (5) calendar days after the
Expiration Date of written instructions from the Company to mail the Ordinary
Shares subscribed for pursuant to the Rights, the Subscription Agent shall as
soon as practicable mail certificates representing the Ordinary Shares properly
subscribed for by the holders of the Rights. The certificates shall be mailed
via first class mail to the subscribers' addresses as shown on the reverse side
of the Rights Certificate or, if none, then as listed on the Subscription
Agent's register except that the Subscription Agent shall comply with any
ancillary written delivery instructions provided by any subscriber. The
Subscription Agent shall maintain a blanket surety bond protecting the Company
and the Subscription Agent from loss or liability arising out of non-receipt or
non-delivery of such certificates.
(c) Fractional shares shall not be issued or subscribed for. One Right
may be exercised to purchase one (1) Ordinary Share at the Subscription Price.
No fractional Rights shall be issued. A Rights Certificate may not be divided in
such a manner as would permit the holders to subscribe for a greater number of
Ordinary Shares than the number for which they would be entitled to subscribe
under the original Rights Certificate (except that a bank, trust company,
securities dealer or broker which holds Ordinary Shares on the Record Date for
more than one beneficial owner may, upon proper showing to the Subscription
Agent, exercise its Rights Certificates on the same basis as if the beneficial
owners were record holders on the Record Date). Rights Offerees, such as banks,
securities dealers and brokers, who receive Rights as nominees for one or more
beneficial owners shall be entitled to exercise their Rights Certificates on
behalf of the beneficial owners.
(d) To the extent that any Rights Certificates remain unexercised or
outstanding at 5:01 P.M., New York City time, on the Expiration Date (other than
those subject to Paragraph 7 hereof) such outstanding Rights Certificates shall
be automatically deemed cancelled and of no further force and effect.
6. DEFECTIVE EXERCISE OF RIGHTS; TRANSFER, ETC. OF RIGHTS CERTIFICATES;
LOST RIGHTS CERTIFICATES.
(a) The Company shall have the right to reject any defective exercise
of Rights or to waive any defect in exercise. If the Company delivers to the
Subscription Agent a notice that the Company rejects any defective exercise of
Rights, the Subscription Agent shall as soon as practicable (i) telephone the
holder of such Rights (at the telephone number on the reverse side of the Rights
Certificate) to explain the nature of the defect if the defect and the
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necessary correction can be adequately explained by telephone and the holder can
correct the defect without possession of the Rights Certificates, or (ii) mail
the Rights Certificate, together with a letter explaining the nature of the
defect in exercise and how to correct the defect. If an exercise is not
defective except that there is a partial payment of the Subscription Price, the
Subscription Agent shall issue the number of Ordinary Shares for which payment
has been made. Any Rights Certificate with respect to which defects in exercise
are not corrected prior to 5:00 P.M., New York City time, on the Expiration
Date, or which are received after such time, shall be returned to the holder of
such Rights Certificate.
(b) Subject to the provisions of subparagraph 5(c) hereof, no Rights
Certificate may be split up, combined or exchanged for another Rights
Certificate or Rights Certificates.
(c) Upon the receipt by the Subscription Agent and the Company of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, and upon receipt of indemnity or security
reasonably satisfactory to them and reimbursement of all expenses incidental
thereto, and upon surrender and cancellation of the Rights Certificate if
mutilated, the Company will make and deliver a new Rights Certificate of like
tenor to the Subscription Agent for delivery to the registered owner in lieu of
the Rights Certificate so lost, stolen, destroyed or mutilated. The Subscription
Agent may, at the direction of the Company and with the consent of the
registered holder of the lost, stolen or destroyed Rights Certificate, permit
the exercise of the Rights evidenced by such certificate without a replacement
of such certificate; provided that such lost, stolen or destroyed certificate is
not presented for exercise prior to the Expiration Date.
7. LATE DELIVERY. If prior to 5:00 P.M., New York City time, on the
Expiration Date, the Subscription Agent receives payment for the full
Subscription Price and a written or telefaxed guarantee from a commercial bank,
a trust company having an office in the United States, or a member firm of the
New York Stock Exchange, another registered national securities exchange or the
National Association of Securities Dealers, Inc., stating the serial number of
the Rights Certificate, the name and address of the subscriber, the number of
Rights represented by the Rights Certificate and the number of Ordinary Shares
subscribed for and guaranteeing that the properly completed Rights Certificate
will promptly be delivered to the Subscription Agent, such subscription may be
accepted subject to receipt of the duly completed and executed Rights
Certificate within three (3) business days after the Expiration Date.
8. PROOF OF AUTHORITY TO SIGN. The Subscription Agent need not procure
supporting legal papers, and is authorized to dispense with proof of authority
to sign (including all proof of appointment or authority to sign of any
fiduciary, custodian for a minor, or other person acting in a representative
capacity), and to dispense with the signatures of co-fiduciaries, in connection
with exercise of Rights in the following cases:
(a) where the Rights Certificate is registered in the name of an
executor, administrator, trustee, custodian for a minor or other fiduciary, and
the subscription form thereof is executed by such executor, administrator,
trustee, custodian for a minor or other fiduciary, and the Ordinary Shares are
to be issued in the name of the registered holder of the Rights Certificate, as
appropriate; and
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(b) where the Rights Certificate is in the name of a corporation and
the subscription form thereof is executed by an officer of such corporation and
the Ordinary Shares are to be issued in the name of such corporation.
In all of the cases set forth in this Paragraph 9 and notwithstanding
anything contained in this Agreement to the contrary, the check tendered in
payment of the subscription must be drawn for the proper amount, to the order of
the Subscription Agent and otherwise be in proper form, and there must be no
evidence indicating that the subscriber is not the duly authorized
representative he purports to be. In cases other than the above, the
Subscription Agent should procure the necessary legal documents. However, in the
event that by the Expiration Date all legal requirements have not been met, the
Subscription Agent may accept approval from the President or any Vice President
of the Company, as to whether such Rights Certificate may be accepted and the
Ordinary Shares subscribed for thereunder issued.
9. CANCELLATION AND DESTRUCTION OF RIGHTS CERTIFICATES. All Rights
Certificates surrendered for the purpose of exercise shall, if surrendered to
the Company or to any of its agents, be delivered to the Subscription Agent for
cancellation or in cancelled form, or if surrendered to the Subscription Agent
shall be cancelled by it, and no Rights Certificates shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Agreement. The Company shall deliver to the Subscription Agent for cancellation
and retirement, and the Subscription Agent shall so cancel and retire, any other
Rights Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Subscription Agent (a) may deliver all cancelled Rights
Certificates to the Company, and if delivered the Company shall make available
to the Subscription Agent the cancelled Rights Certificates for its inspection,
or (b) shall, at the written request of the Company, destroy such Rights
Certificates and in such case shall deliver a certificate of destruction thereof
to the Company.
10. RESERVATION AND AVAILABILITY OF ORDINARY SHARES. The Company covenants
and agrees that it will cause to be reserved and kept available out of its
authorized and unissued Ordinary Shares, the number of Ordinary Shares which
will be sufficient to permit the exercise in full of all outstanding Rights.
The Company covenants and agrees that it will take all such action as may
be necessary to insure that all Ordinary Shares delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Subscription Price), be duly and validly authorized
and issued and fully paid and nonassessable shares.
The Company further covenants and agrees that it will pay when due and
payable any and all federal and state taxes and charges (including those in the
United States and Israel) which may be payable in respect of the issuance or
delivery of the Rights Certificates or of any Ordinary Shares upon the exercise
of Rights. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer or other assignment of Rights Certificates
or the issuance or delivery of certificates for Ordinary Shares in a name other
than that of the registered holder of the Rights Certificate evidencing Rights
surrendered for exercise or to issue or deliver any certificates for Ordinary
Shares upon the exercise of any Rights until any such tax shall have been paid
(any such tax being payable by the holder of such Rights
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Certificate at the time of surrender) or until it has been established to the
Company's satisfaction that no such tax is due.
11. ESCROW OF FUNDS. Any funds received by the Subscription Agent as
payments in connection with the subscriptions for Ordinary Shares pursuant to
the Rights Offering shall be held in escrow in an interest bearing money market
account by the Subscription Agent pending the Expiration Date and receipt of
written disbursement instructions from the Company, after which the funds and
any interest earned thereon shall be disbursed in accordance with such written
instructions from the Company. The Subscription Agent is hereby authorized and
directed to endorse, negotiate and deposit all subscription payments into an
interest bearing money market account to be maintained with the Subscription
Agent. The Subscription Agent shall provide an accounting to the Company from
time to time, as the Company may reasonably request, regarding the escrow
account.
12. DUTIES OF SUBSCRIPTION AGENT. The Subscription Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:
(a) the Subscription Agent may consult with legal counsel (who may be
legal counsel for the Company) and the opinion of such counsel shall be full and
complete authorization and protection to the Subscription Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.
(b) Whenever in the performance of its duties under this Agreement the
Subscription Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Chairman of the Board, Chief
Executive Officer or a Vice President of the Company and delivered to the
Subscription Agent; and such certificate shall be full authorization to the
Subscription Agent for any action taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such certificate.
(c) The Subscription Agent shall be liable hereunder only for its own
gross negligence or willful misconduct.
(d) The Subscription Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement, in the Rights
Certificates or in the Prospectus, or be required to verify the same, but all
such statements and recitals are and shall be deemed to have been made by the
Company only.
(e) The Subscription Agent and any of its stockholders, directors,
officers, or employees may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to or
otherwise act as fully and freely as though it were not Subscription Agent under
this Agreement. Nothing herein contained shall preclude the
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Subscription Agent from acting in another capacity for the Company or for any
other person or entity.
(f) The Subscription Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due authorization and execution hereof by such Subscription Agent)
or in respect of the validity or execution of any Rights Certificate; nor shall
it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Rights Certificate; nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Ordinary Shares to be issued pursuant to
this Agreement or any Rights Certificate or as to whether any Ordinary Shares
will, when issued, be validly authorized and issued, fully paid and
nonassessable.
13. REPORTS. The Subscription Agent shall make available to the Company,
upon the Company's request, the following information: (i) the number of
Ordinary Shares validly subscribed for, (ii) the number of Ordinary Shares
subject to guaranteed exercises, (iii) the number of Ordinary Shares for which
defective subscriptions have been received, and (iv) the amounts of collected
and uncollected funds in the subscription escrow account established under this
Agreement. As soon as practicable after the Expiration Date, or upon the request
from the Company from time to time thereafter, the Subscription Agent shall
certify in writing to the Company the cumulative totals through the Expiration
Date of all the information set forth In clauses (i) through (iv) above. Within
ten business days after receipt from the Company of written instructions to mail
the Ordinary Shares subscribed for pursuant to the Rights, the Subscription
Agent will execute and deliver to the Company a certificate in the form of
Exhibit B hereto. The Subscription Agent shall also maintain and update a record
of holders who have fully or partially exercised their Rights and holders who
have not exercised their Rights. The Subscription Agent shall provide the
Company or its designees with such information compiled by the Subscription
Agent pursuant to this Paragraph 14 as the Company shall request from time to
time.
14. FUTURE INSTRUCTIONS. With respect to notices or instructions to be
provided by the Company hereunder, the Subscription Agent may rely and act on
any written instruction signed by any one or more of the following authorized
officers or employees of the Company: Rafi Amit, Moshe Amit and Yotam Stern.
15. PAYMENT OF EXPENSES. The Company will pay the Subscription Agent
compensation for its services under this Agreement in accordance with Schedule 1
hereto, and will reimburse the Subscription Agent for all reasonable and
necessary expenses incurred by it in so acting.
16. INDEMNIFICATION.
(a) The Company covenants and agrees to indemnify and hold the
Subscription Agent harmless against any costs, expenses (including reasonable
fees for legal counsel), losses or damages, which may be paid, incurred or
suffered by or to which the Subscription Agent may become subject, arising from
or out of, directly or indirectly, any claim or liability resulting from its
actions pursuant to this Agreement other than costs, expenses,
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losses and damages incurred or suffered by the Subscription Agent as a result
of, or arising out of, its gross negligence or willful misconduct in connection
with performance of its duties hereunder.
(b) If the indemnification provided for in this Paragraph 17 is
applicable, but for any reason is held to be unavailable, the Company shall
contribute such amount as is just and equitable to pay, or to reimburse the
Subscription Agent for, the aggregate of any and all losses, liabilities, costs,
damages and expenses, including reasonable counsel fees, actually incurred by
the Subscription Agent as a result of or in connection with, and any amount paid
in settlement of, any action, claim or proceeding arising out of or relating in
any way to any actions or omissions of the Company.
(c) If any action is brought against the Subscription Agent in respect
of which indemnity may be sought against the Company pursuant to this Paragraph
17, the Subscription Agent shall promptly notify the Company in writing of the
institution of such action and the Company may, at its option, assume the
defense of such action, including the employment and fees of counsel (which
counsel shall be reasonably satisfactory to the Subscription Agent) and payment
of expenses. The Subscription Agent shall have the right to employ its own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of the Subscription Agent unless the employment of such counsel
shall have been authorized in writing by the Company in connection with the
defense of such action or the Company shall not have employed counsel to have
charge of the defense of the action or the Subscription Agent shall have
reasonably concluded that there may be defenses available to it which are
different from or additional to those available to the Company (in which case
the Company shall not have the right to direct the defense of such action on
behalf of the Subscription Agent), in any of which events the fees and expenses
of not more than one additional firm of attorneys for the Subscription Agent
shall be borne by the Company.
(d) The provisions of this Paragraph 17 shall survive any termination
of this Agreement.
17. FURTHER ASSURANCES. The Company agrees to do such further acts and
things and to execute and deliver such statements, assignments, agreements,
instruments and other documents as the Subscription Agent from time to time
reasonably may request in connection with the administration, maintenance,
enforcement or adjudication of this Agreement in order (a) to give the
Subscription Agent confirmation and assurance of the Subscription Agent's
rights, powers, privileges remedies and interests under this Agreement and
applicable law, (b) to better enable the Subscription Agent to exercise any such
right, power, privilege or remedy, or (c) to otherwise effectuate the purpose
and the terms and provisions of this Agreement, each in such form and substance
as may be acceptable to the Subscription Agent.
18. CUMULATIVE RIGHTS. The rights and remedies granted to the Subscription
Agent in this Agreement are cumulative and not exclusive, and are in addition to
any and all other rights and remedies granted and permitted under and pursuant
to law.
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19. NO WAIVER. The failure of any of the signatories hereto to enforce any
provision hereof on any occasion shall not be deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.
20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the signatories hereto and no amendment, modification or waiver
of any provision herein shall be effective unless in writing, executed by the
party charged therewith.
21. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with and shall be governed by the laws of the State of
New York without regard to the principles of conflicts of laws.
22. BINDING EFFECT. This Agreement shall bind and inure to the benefit of
the parties, their successors and assigns.
23. ASSIGNMENT AND DELEGATION OF DUTIES. This Agreement may not be assigned
by the parties hereto. This Agreement is in the nature of a personal service
contract and the duties imposed hereby are non-delegable.
24. PARAGRAPH HEADINGS. The paragraph headings herein have been inserted
for convenience of reference only, and shall in no way modify or restrict any of
the terms or provisions hereof.
25. NOTICES. Any notice or other communication required or permitted under
the provisions of this Agreement shall be in writing, and shall be given by
postage prepaid, registered or certified mail, return receipt requested, by hand
delivery with receipt acknowledged, by telecopy with receipt confirmed or by the
express mail service offered by the United States Post Office, directed to the
Company and to the Subscription Agent at the addresses set forth below, or to
any new address of which any party hereto shall have informed the others by the
giving of notice in the manner provided herein. Such notice or communication
shall be effective upon delivery or, if shipped by mail, three (3) days after it
is mailed within the continental United States.
The Company: Camtek Ltd.
P.O. Box 544
Migdal-Haemek 23150, Israel
Attention: Moshe Amit
Telecopy No.: 011972 (4) 6040523
With copies to:
Brobeck, Phleger & Harrison LLP
1633 Broadway, 47th Floor
New York, NY 1019
Attention: Richard Gilden, Esq.
Telecopy No.: 212-586-7878
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The Subscription Agent: American Stock Transfer and Trust Company
59 Maiden Lane
New York, NY 10038
Attention: Exchange Department
Telecopy No.: 718-234-5001
With a copy to:
Herbert Lemmer
American Stock
Transfer and Trust Company
59 Maiden Lane
New York, NY 10038
Telecopy No.: 718-331-1852
26. UNENFORCEABILITY; SEVERABILITY. If any provision of this Agreement is
found to be void or unenforceable by a court of competent Jurisdiction, then the
remaining provisions of this Agreement, shall, nevertheless, be binding upon the
parties with the same force and effect as though the unenforceable part had been
severed and deleted.
27. THIRD PARTY RIGHTS. The representations, warranties and other terms and
provisions of this Agreement are for the exclusive benefit of the parties
hereto' and no other person shall have any right or claim against any party by
reason of any of those terms and provisions or be entitled to enforce any of
those terms and provisions against any party.
28. COUNTERPARTS. This Agreement may be executed in counterparts, all of
which shall be deemed to be duplicate originals.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date and year first above written.
CAMTEK LTD.
By:
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AMERICAN STOCK TRANSFER AND TRUST COMPANY
By:
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By:
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EXHIBIT A
CERTIFICATE OF SUBSCRIPTION AGENT FOR RIGHTS TO
SUBSCRIBE FOR ORDINARY SHARES OF
CAMTEK LTD.
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American Stock Transfer and Trust Company (the "Agent") does hereby
certify that:
1. The Agent has been duly appointed and authorized to act as Subscription
Agent in connection with the issuance of rights (the "Rights") to purchase
Ordinary Shares of Camtek Ltd., an Israeli corporation (the "Company"').
2. As of the close of business on _______, 2002, there were issued and
outstanding Ordinary Shares, NIS 0.01 nominal value, of the Company.
3. As such Subscription Agent, the Agent has of this date issued,
countersigned and mailed Rights Certificates evidencing the right to purchase
Ordinary Shares, together with accompanying Prospectus and other materials, in
accordance with the obligations of the Agent set forth in the Subscription Agent
Agreement dated _________, 2002 between the Company and the Agent.
4. Said certificates were signed by duly authorized officers of the Company
by their facsimile signatures and countersigned on behalf of the Agent, as
Subscription Agent, by authorized officers of the Agent who were at the time of
affixing their signatures and still are duly authorized to countersign such
certificates.
Dated: _________, 2002.
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By:
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Authorized Officer
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EXHIBIT B
CERTIFICATE OF SUBSCRIPTION AGENT FOR RIGHTS
TO SUBSCRIBE FOR ORDINARY SHARES OF
CAMTEK LTD.
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American Stock Transfer and Trust Company (the "Agent") does hereby
certify that:
1. The Agent has been duly appointed and authorized to act as Transfer
Agent and Registrar for Camtek Ltd., an Israeli corporation (the "Company"),
with respect to the Company's Ordinary Shares, NIS 0.01 nominal value (the
"Ordinary Shares").
2. As such Transfer Agent and Registrar, it has as of this date issued
and countersigned certificates for Ordinary Shares of the Company as an original
issue pursuant to the written order of the Company, in accordance with the
obligations of the Agent set forth in the Subscription Agent Agreement (the
"Agreement") dated _______, 2002 between the Company and the Agent.
3. Said certificates were signed by duly authorized officers of the
Company by their facsimile signatures and countersigned or authenticated, as the
case may be, on behalf of the Agent, as Transfer Agent and Registrar, by
authorized officers of the Agent who were at the time of affixing their
signatures and still are duly authorized to countersign or authenticate such
certificates.
4. In its role as Subscription Agent pursuant to the Agreement, the
Agent has mailed to the parties entitled thereto, in accordance with the
Agreement, the Ordinary Shares described in paragraph 2 above of this
Certificate.
Dated: _________, 2002.
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By:
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Authorized Officer