EXHIBIT 99.3
B WARRANT
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ORGANITECH USA, INC.
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION ACCOMPANIED BY AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED.
ISSUER: Organitech USA, Inc., a company organized under the laws of the State of
Delaware, herein referred to as the "COMPANY".
HOLDER: Keren Katzir Debenture for Investment Ltd. or its permitted assigns,
herein referred to as the "HOLDER".
DATE OF ISSUANCE: July 19, 2007 ("ISSUANCE DATE")
WHEREAS, the Holder is a shareholder in the Company, holding 10,000,000
Shares (the term "SHARES" means shares of the Common Stock of the Company);
WHEREAS, the Company has granted to certain investors warrants to purchase
Shares, in the form attached hereto as SCHEDULE 1 (the "CLAL WARRANT");
WHEREAS, the parties hereto wish the Company to grant to the Holder the
right to purchase additional Shares, pursuant to the terms set out below;
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company hereby grants the Holder an
irrevocable right to purchase Shares at the following terms:
1. The number of Shares exercisable under this B Warrant (herein referred to
as the "MAXIMUM QUANTITY") is 3,846,154 Shares, subject to adjustments as
provided in Section 3 below.
The Shares to be purchased by the Holder are referred to as "B WARRANT
SHARES" or "WARRANT SHARES").
2. The per share purchase (exercise) price of B Warrant Shares is US $0.26
(twenty six), subject to adjustments as provided in Section 3 below (the
"EXERCISE PRICE").
3. The Maximum Quantity and the Exercise Price will be subject to adjustments
according to the provisions of sections 2 and 3 of the Clal Warrant,
mutatis mutandis.
Whenever the Maximum Quantity and Exercise Price are adjusted pursuant to the
provisions hereof, the Company shall provide written notice to the Holder
setting forth, in reasonable detail, the event requiring the adjustment, the
method by which such adjustment was calculated, and the new Maximum Quantity and
Exercise Price after giving effect to such adjustment (the "ADJUSTMENT
CERTIFICATE"). The Adjustment Certificate shall be signed, and the accuracy of
the adjustment of the new Maximum Quantity and Exercise Price confirmed, by the
Company's Chief Executive Officer.
4. The exercise period for this Warrant (herein referred to as the "EXERCISE
PERIOD") is three years from the date of issuance. The expiration date of
this Warrant is the last day of the Exercise Period ("EXPIRATION DATE").
5. During the Exercise Period, the Holder may exercise this Warrant in one
time or partially from time to time, provided that the aggregate number of
Shares so exercised shall not exceed the Maximum Quantity.
6. In order to exercise and purchase B Warrant Shares, the Holder must give
the Company, within the Exercise Period, a written exercise notice or
several written notices in the form attached hereto as SCHEDULE 2,
specifying the number of B Warrant Shares to be purchased (each a "PURCHASE
NOTICE" and the "PURCHASED SHARES"), and the Holder must pay the Company,
within seven (7) days of the Purchase Notice, the Exercise Price of the B
Warrant Shares to be purchased (the total amount payable for each batch of
B Warrant Shares, is referred to as the "APPLICABLE PURCHASE AMOUNT").
The Applicable Purchase Amount may be paid, at the sole discretion of the
Holder, either in US Dollars or in New Israeli Shekels, at the
representative exchange rate in effect on that day.
7. Upon receipt of each Purchase Notice and Applicable Purchase Amount (the
date of each such receipt is herein referred to as the "APPLICABLE PURCHASE
DATE"), the Company shall issue to the Holder the appropriate number of
Shares, fully paid and non-assessable.
8. On the first business day following the Applicable Purchase Date, the
Company shall transmit by facsimile an acknowledgment of confirmation of
receipt of the Purchase Notice and Applicable Purchase Amount to the Holder
and to the Company's transfer agent (the "TRANSFER AGENT").
On or before the third business day following the Applicable Purchase Date,
the Company shall: (i) if the Transfer Agent is a participant in The
Depository Trust Company ("DTC") Fast Automated Securities Transfer Program
and the B Warrant Shares are covered by an effective registration statement
or may be sold under Rule 144(k) or any successor rule, upon the request of
the Holder, credit the Purchased Shares to the Holder's or its designee's
balance account with DTC through its Deposit Withdrawal Agent Commission
system, or (ii) if the Transfer Agent is not a participant in the DTC Fast
Automated Securities Transfer Program (whether or not the Warrant Shares
are covered by an effective registration statement and whether or not the
Warrant Shares may be sold under Rule 144(k) or any successor rule), issue
and dispatch by overnight courier to the address as specified in the
Purchase Notice, a certificate for the Purchased Shares, registered in the
name of the Holder or its designee.
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In any case, upon delivery of each Purchase Notice and Applicable Purchase
Amount, the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Purchased Shares, irrespective of the
date of delivery of the certificates evidencing such Purchased Shares.
9. In addition to the rights as provided above, the Holder shall have similar
rights to those provided in section 4 of the Clal Warrant, mutatis
mutandis, except that the reference in sub-section (b) therein to Section
4(k) to the Securities Purchase Agreement shall be deleted; and the written
agreement between the Acquiring Entity and the Holder must be approved by
the Holder.
10. No fractional Shares are to be issued upon the exercise of this Warrant,
but rather the number of Shares to be issued will be rounded up or down to
the nearest whole number.
11. The Company shall pay any and all taxes which may be payable with respect
to the issuance and delivery of B Warrant Shares upon exercise of this B
Warrant.
12. In addition to the aforesaid terms, the parties hereto agree that the
following terms of the Clal Warrant are incorporated herein as an integral
part hereof, mutatis mutandis, subject to the qualifications set out below:
12.1 Sub-Sections 1(c) excluding the reference therein to 1(f), and
amending the reference to (i) five Business Days for the delivery of a
share certificate, to 10 Business Days; and (ii) the fifth Business
Day for the commencement of a penalty for late delivery of the share
certificate, to the tenth Business Day) and 1(d) to the Clal Warrant
shall apply to this B Warrant;
12.2 Section 3 to the Clal Warrant shall apply to this B Warrant;
12.3 Section 4 to the Clal Warrant shall apply to this Warrant, except that
the reference in sub-section (b) therein to Section 4(k) to the
Securities Purchase Agreement shall be deleted; and the written
agreement specified in Section 4(b) between the Acquiring Entity and
the holder of the B Warrant must be approved by the Holder;
12.4 Sections 5,6 and 7 to the Clal Warrant shall apply to this B Warrant;
12.5 Section 8 to the Clal Warrant shall apply to this B Warrant, except
that the reference therein will be replaced by a reference to Section
9.6 to the Securities Purchase Agreement between the Company and the
Holder ("HOLDER'S SPA");
12.6 Sections 10, 11 and 12 to the Clal Warrant shall apply to this B
Warrant;
12.7 Section 13 to the Clal Warrant shall apply to this B Warrant, except
that the Holder's SPA and the Registration Rights Agreement between
the Company and the Holder shall apply in lieu of the agreements
mentioned therein;
12.8 Section 14 to the Clal Warrant shall apply to this B Warrant, except
that the reference therein will be replaced by a reference to Section
2.6 to the Holder's SPA;
12.9 The terms "Bloomberg", "Business Day", "Closing Sale Price", "Common
Stock", "Convertible Securities", "Options", "Person", "Principal
Market" and "Registration Rights Agreement" shall have the meanings
assigned to them in Section 15 to the Clal Warrant.
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13. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions
of this B Warrant may be amended, and the Company may take any action
herein prohibited, or omit to perform any act herein required to be
performed by it, ONLY IF the Company has obtained the prior written consent
of the Holder. Any amendment to the Clal Warrants having an adverse effect
on the Clal Warrant holders, shall not be applicable to the Holder without
its prior written consent.
[SIGNATURE PAGE FOLLOWS]
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[SIGNATURE PAGE - B WARRANT]
IN WITNESS WHEREOF, the Company has caused this B Warrant to be duly executed as
of the Issuance Date set out above.
Organitech USA, Inc.
By: _____________________
Name:
Title:
We hereby accept this B Warrant, on its terms.
Keren Katzir Debenture for Investment Ltd.
By: _____________________
Name:
Title:
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SCHEDULE 2
Exercise Notice Pursuant to B Warrant issued on
July _____, 2007 (the "WARRANT")
[to be executed by the registered holder of the Warrant]
[Capitalized terms used herein and not otherwise defined
shall have the meanings as defined in the Warrant]
TO: Organitech USA, Inc. (the "COMPANY")
1. The undersigned Holder hereby submits a Purchase Notice for the purchase of
____ shares of the Common Stock of the Company (the "PURCHASED SHARES").
2. The total purchase price ("APPLICABLE AMOUNT") is US $_________ or
NIS_________, and will be paid in USD/NIS (delete as necessary).
3. The payment of the Applicable Amount will be made in the following manner:
________________________________________________.
4. The certificates for the Purchased Shares are to be delivered to the
following address, in accordance with the terms of the Warrant:
_____________________________.
Date: _______________,
_____________________________
Name of Registered Holder
By: ___________________
Name:
Title:
ACKNOWLEDGMENT
The Company hereby acknowledges receipt of this Exercise Notice and the
Applicable Amount.
The Company further confirms that the appropriate instructions (as called
for by the Warrant) were given the Company's Transfer Agent, and that such
instructions were acknowledged and agreed to by the Transfer Agent.
Organitech USA, Inc.
By: ___________________
Name:
Title:
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