-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OvS3Sl1YgzyP1FRp1e4DmaOWaqNBrKdCSe4AFxl1CSf1tfP+DwQInpWyeE0DG1z0 l6t/M7mqUPt4f33mxksS4A== 0000909518-04-000055.txt : 20040116 0000909518-04-000055.hdr.sgml : 20040116 20040116122617 ACCESSION NUMBER: 0000909518-04-000055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 30 FILED AS OF DATE: 20040116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASHAN ODED CENTRAL INDEX KEY: 0001201440 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ON TRACK INNOVATIONS LTD. STREET 2: Z.H.R. INDUSTRIAL ZONE CITY: ROSH PINA STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ON TRACK INNOVATIONS LTD CENTRAL INDEX KEY: 0001021604 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78575 FILM NUMBER: 04529098 BUSINESS ADDRESS: STREET 1: P O BOX 32 STREET 2: ZHR INDUSTRIAL ZONE CITY: ROSH PINAISRAEL STATE: L3 BUSINESS PHONE: 2126616500 MAIL ADDRESS: STREET 1: ZHR INDUSTRIAL ZONE STREET 2: PO BOX 32 CITY: ROSH PINA IARAEL STATE: L3 ZIP: 00000 SC 13D/A 1 jd1-16_13da1.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------------ ON TRACK INNOVATIONS LTD. ------------------------- (Name of Issuer) ORDINARY SHARES, PAR VALUE NIS 0.1 PER SHARE -------------------------------------------- (Title of Class of Securities) M8791A 109 ------------------ (CUSIP Number) ODED BASHAN Z.H.R. INDUSTRIAL ZONE P.O. BOX 32, ROSH PINA, ISRAEL 12000 (011) 972-4-686-8000 WITH COPIES TO: DAVID P. STONE, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NY 10153 (212) 310-8000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2003 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [X] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 9 Pages) ================================================================================ - --------------------------------- ---------------------------------------------- ----------------------------------- CUSIP No. M8791A 109 13D Page 2 of 9 - --------------------------------- ---------------------------------------------- ----------------------------------- - ---------------------- --------------------------------------------------------- --------------------------------------------------- 1 NAMES OF REPORTING PERSONS: ODED BASHAN I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: N.A. - ---------------------- ----------------------------------------------------------------------------------------------------------- - 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ] (B) [X] - ---------------------- ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ----------------------------------- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS: OO - ---------------------- ----------------------------------------------------------------------------------------------------------- - 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - ---------------------- --------------------------------------------------------- --------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: ISRAEL - --------------------------------- -------- ----------------------------------------------------- ----------------------------------- NUMBER OF 7 SOLE VOTING POWER: 3,199,199 (1) SHARES -------- ----------------------------------------------------- ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: -- OWNED BY -------- ----------------------------------------------------- ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 407,243 (2) REPORTING -------- ----------------------------------------------------- ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: -- - ---------------------- ------------------------------------------------------------------------- ----------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,199,199 - ---------------------- ----------------------------------------------------------------------------------------------------------- - 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: (3) [X] - ---------------------- ----------------------------------------------------------------------------------------------------------- - 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 52.1%(4) - ---------------------- --------------------------------------------------------- --------------------------------------------------- 14 TYPE OF REPORTING PERSON: HC, IN - ---------------------- --------------------------------------------------------- ---------------------------------------------------
(1) Consists of (i) 95,368 ordinary shares held directly by Mr. Bashan, (ii) 311,875 ordinary shares underlying options exercisable within 60 days, and (iii) 1,845,742 ordinary shares and 946,214 ordinary shares underlying warrants exercisable within 60 days, as to which Mr. Bashan has (a) voting power pursuant to irrevocable proxies granted in connection with private placements and (b) no disposition power. 2 (2) Consists of (i) 95,368 ordinary shares held directly by Mr. Bashan and (ii) 311,875 ordinary shares underlying options exercisable within 60 days. (3) The aggregate amount in row (11) excludes 4,000 ordinary shares underlying options exercisable within 60 days held by Mr. Bashan's spouse. Mr. Bashan disclaims beneficial ownership of these shares. (4) Percentage of beneficial ownership is based on the number of outstanding ordinary shares of 4,878,715 (according to publicly available information provided by OTI to date). Shares beneficially owned by Mr. Bashan include shares that may be acquired thereby pursuant to options and warrants exercisable within 60 days of the date of this prospectus. Ordinary shares deemed to be beneficially owned by virtue of Mr. Bashan's right to acquire these shares within 60 days of the date of this Amendment No. 1 are treated as outstanding only for purposes of determining the percent owned by Mr. Bashan. 3 EXPLANATORY NOTE This Amendment No. 1 (this "Amendment No. 1") amends and supplements the statement on Schedule 13D (the "Schedule 13D") filed on November 24, 2003, as amended, by Oded Bashan. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Schedule 13D. The percentage of Shares reported in this Amendment No. 1 as being beneficially owned by Mr. Bashan and any other information disclosed herein (other than descriptions of agreements and transactions to which Mr. Bashan is a party) is based on publicly available information provided by OTI or other third parties. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Bashan is the beneficial owner of 3,199,199 shares of OTI, consisting of (i) 95,368 ordinary shares held directly by Mr. Bashan, (ii) 311,875 ordinary shares underlying options exercisable within 60 days, and (iii) 1,845,742 ordinary shares and 946,214 ordinary shares underlying warrants exercisable within 60 days, as to which Mr. Bashan has (a) voting power in his sole discretion at all meetings of OTI shareholders pursuant to irrevocable proxies granted in connection with private placements and (b) no disposition power. In November and December 2003 and in January 2004, OTI entered into agreements with a number of purchasers (the "Purchasers") pursuant to which it issued to such persons an aggregate of 1,684,841 Shares at an aggregate purchase price of $8,177,500 and warrants to purchase 792,420 Shares at an aggregate exercise price of $5,124,372. Each of the warrants is immediately exercisable in full and has a five-year term. Purchasers (the "Proxy Purchasers") of 1,354,463 such Shares and warrants to purchase 677,231 additional Shares have granted to Mr. Oded Bashan irrevocable proxies to vote in his sole discretion these Shares at all meetings of OTI's shareholders so long as they are owned by those persons. Mr. Bashan does not have the power to dispose of these Shares. ITEM 4. PURPOSE OF TRANSACTION. (a) Each Proxy Purchaser granted an irrevocable proxy to Mr. Bashan for the purpose of voting such Proxy Purchaser's Shares, in Mr. Bashan's own discretion, at any OTI shareholders' meeting. As noted in Item 3 above, the Proxy Purchasers hold immediately exercisable warrants to purchase 677,231 Shares. (b-j) N/A ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. Bashan beneficially owns 3,199,199 Shares, which represent approximately 52.1% of the issued and outstanding Shares, consisting of (i) 95,368 Shares held directly by Mr. Bashan, (ii) 311,875 Shares underlying options held by Mr. Bashan which are exercisable within 60 days, and (iii) 1,845,742 Shares and 946,214 Shares underlying warrants exercisable within 60 days as to which Mr. Bashan has (a) voting power pursuant to irrevocable proxies granted in connection with private placements and (b) no disposition power. 4 (b) Mr. Bashan has the sole power to vote 3,199,199 Shares he beneficially owns. Mr. Bashan has the sole power to dispose of 407,243 Shares (including 311,875 Shares underlying options exercisable within 60 days), and the Proxy Purchasers have the sole power to dispose of 2,031,694 Shares (including 677,231 Shares underlying warrants exercisable within 60 days). (c) For description of Mr. Bashan's transactions in the Shares during the past 60 days - see Item 3 above. (d) Except for Mr. Bashan, the Lenders and the Proxy Purchasers, no other person is known to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of securities covered by the Schedule 13D as amended by this Amendment No. 1. (e) N/A. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. OTI entered into agreements with respect to OTI's securities with the Purchasers relating to the transactions described in Item 3 above. As described, each Proxy Purchaser granted Mr. Bashan a proxy to vote its Shares. OTI has agreed that, following the Share sale and warrant issuance, it will register under the Securities Act of 1933, all of the Shares sold and all Shares issuable upon exercise of the warrants issued, for resale by the Purchasers. A registration statement with respect to such Shares has been filed under the Securities Act of 1933, but, as of the date hereof, has not become effective. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. The following exhibits are filed herewith: Exhibit No. Description ----------- ----------- 10.13 Irrevocable Proxy, dated June 27, 2003, executed by Goldstrand Investment 10.14 Irrevocable Proxy, dated September 8, 2003, executed by Platinum Partner Value Arbitrage Fund LP 10.15 Irrevocable Proxy, dated September 8, 2003, executed by Platinum Partners Global Macro Fund LP 10.16 Irrevocable Proxy, dated September 8, 2003, executed by WEC Partners LLC 10.17 Irrevocable Proxy, dated September 8, 2003, executed by West End Convertible Fund LP 5 10.18 Irrevocable Proxy, dated September 8, 2003, executed by Michael H. Weiss 10.19 Irrevocable Proxy, dated November 30, 2003, executed by Sunny Electronics Ltd. 10.20 Irrevocable Proxy, dated December 1, 2003, executed by Y.A.Z. Investments and Assets Ltd. 10.21 Irrevocable Proxy, dated November 26, 2003, executed by Moshe Nudleman 10.22 Irrevocable Proxy, dated November 30, 2003, executed by Lapidoth Israel Oil Prospectors Corp. Ltd. 10.23 Irrevocable Proxy, dated November 30, 2003, executed by Ben Dov Holdings Ltd. 10.24 Irrevocable Proxy, dated November 30, 2003, executed by Union Bank Provident Funds and Misgav Vocational Fund 10.25 Irrevocable Proxy, dated November 30, 2003, executed by GW Trusteeship Ltd. 10.26 Irrevocable Proxy, dated December 2, 2003, executed by A. Heifetz Technologies Ltd. 10.27 Irrevocable Proxy, dated November 30, 2003, executed by Sami Totah 10.28 Irrevocable Proxy, dated November 30, 2003, executed by Yourdent Ltd. 10.29 Irrevocable Proxy, dated December 1, 2003, executed by Dov Lifshitz 10.30 Irrevocable Proxy, dated December 2, 2003, executed by Arie Gruber 10.31 Irrevocable Proxy, dated November 30, 2003, executed by Clovely Trading Ltd. 10.32 Irrevocable Proxy, dated December 3, 2003, executed by Oded Unger 10.33 Irrevocable Proxy, dated December 31, 2003, executed by Whalehaven Fund Limited 10.34 Irrevocable Proxy, dated December 31, 2003, executed by Stonestreet LP 10.35 Irrevocable Proxy, dated December 31, 2003, executed by West End Convertible Fund L.P. 10.36 Irrevocable Proxy, dated November 25, 2003, executed by Itzik Babayov 10.37 Irrevocable Proxy, dated December 31, 2003, executed by Alpha Capital 10.38 Irrevocable Proxy, dated November 25, 2003, executed by Meitav Security Advisors and Investment Ltd. 10.39 Irrevocable Proxy, dated November 25, 2003, executed by Bauhinia Investments Ltd. 10.40 Irrevocable Proxy, dated November 25, 2003, executed by Y.A.Z. Investments and Assets Ltd. 10.41 Irrevocable Proxy, dated November 25, 2003, executed by Elgev Holdings Ltd. 6 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 16, 2004 /s/ Oded Bashan Oded Bashan EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 10.13 Irrevocable Proxy, dated June 27, 2003, executed by Goldstrand Investment 10.14 Irrevocable Proxy, dated September 8, 2003, executed by Platinum Partner Value Arbitrage Fund LP 10.15 Irrevocable Proxy, dated September 8, 2003, executed by Platinum Partners Global Macro Fund LP 10.16 Irrevocable Proxy, dated September 8, 2003, executed by WEC Partners LLC 10.17 Irrevocable Proxy, dated September 8, 2003, executed by West End Convertible Fund LP 10.18 Irrevocable Proxy, dated September 8, 2003, executed by Michael H. Weiss 10.19 Irrevocable Proxy, dated November 30, 2003, executed by Sunny Electronics Ltd. 10.20 Irrevocable Proxy, dated December 1, 2003, executed by Y.A.Z. Investments and Assets Ltd. 10.21 Irrevocable Proxy, dated November 26, 2003, executed by Moshe Nudleman 10.22 Irrevocable Proxy, dated November 30, 2003, executed by Lapidoth Israel Oil Prospectors Corp. Ltd. 10.23 Irrevocable Proxy, dated November 30, 2003, executed by Ben Dov Holdings Ltd. 10.24 Irrevocable Proxy, dated November 30, 2003, executed by Union Bank Provident Funds and Misgav Vocational Fund 10.25 Irrevocable Proxy, dated November 30, 2003, executed by GW Trusteeship Ltd. 10.26 Irrevocable Proxy, dated December 2, 2003, executed by A. Heifetz Technologies Ltd. 10.27 Irrevocable Proxy, dated November 30, 2003, executed by Sami Totah 10.28 Irrevocable Proxy, dated November 30, 2003, executed by Yourdent Ltd. 10.29 Irrevocable Proxy, dated December 1, 2003, executed by Dov Lifshitz 10.30 Irrevocable Proxy, dated December 2, 2003, executed by Arie Gruber 10.31 Irrevocable Proxy, dated November 30, 2003, executed by Clovely Trading Ltd. 10.32 Irrevocable Proxy, dated December 3, 2003, executed by Oded Unger 10.33 Irrevocable Proxy, dated December 31, 2003, executed by Whalehaven Fund Limited 10.34 Irrevocable Proxy, dated December 31, 2003, executed by Stonestreet LP 7 Exhibit No. Description ----------- ----------- 10.35 Irrevocable Proxy, dated December 31, 2003, executed by West End Convertible Fund L.P. 10.36 Irrevocable Proxy, dated November 25, 2003, executed by Itzik Babayov 10.37 Irrevocable Proxy, dated December 31, 2003, executed by Alpha Capital 10.38 Irrevocable Proxy, dated November 25, 2003, executed by Meitav Security Advisors and Investment Ltd. 10.39 Irrevocable Proxy, dated November 25, 2003, executed by Bauhinia Investments Ltd. 10.40 Irrevocable Proxy, dated November 25, 2003, executed by Y.A.Z. Investments and Assets Ltd. 10.41 Irrevocable Proxy, dated November 25, 2003, executed by Elgev Holdings Ltd. 8 EX-10 3 mv1-15ex10_13.txt 10.13 EXHIBIT 10.13 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the ordinary shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Corporation"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Corporation pursuant to the provisions of its charter, memorandum of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Corporation and/or the liquidation and dissolution of the Corporation; giving and granting to said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that said attornys shall do or cause to be done by virtue hereof. This Proxy is given to Oded Bashan in consideration of the performance of the Term Sheet dated the date hereof between the undersigned and the Corporation, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns. THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 27th day of June, 2003. GOLDSTRAND INVESTMENT By: /s/ Seth Fireman Name: Seth Fireman Title: Managing Partner EX-10 4 mv1-15ex10_14.txt 10.14 EXHIBIT 10.14 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts in which the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Note and Warrant Purchase Agreement dated the date hereof, by and between the undersigned and other lenders and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, in respect of such Ordinary Shares (and no other securities) so sold by the undersigned in an arm's length sale (in good faith) to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended) below) of the Lender providing this Proxy. This Proxy may not be assigned by Oded Bashan. The undersigned shall execute and deliver such additional documents and instruments as the Company or Oded Bashan may require to confirm the grant hereby, including, without limitation, such instruments as may be necessary or appropriate under Israeli law; provided that under no circumstances shall the undersigned be required to deliver any of its Ordinary Shares or provide stock powers in connection with this proxy. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 8th day of September, 2003. PLATINUM PARTNER VALUE ARBITRAGE FUND LP By: /s/ Frank Giorgio Name: Frank Giorgio Title: Chief Financial Officer EX-10 5 mv1-15ex10_15.txt 10.15 EXHIBIT 10.15 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts in which the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Note and Warrant Purchase Agreement dated the date hereof, by and between the undersigned and other lenders and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, in respect of such Ordinary Shares (and no other securities) so sold by the undersigned in an arm's length sale (in good faith) to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended) below) of the Lender providing this Proxy. This Proxy may not be assigned by Oded Bashan. The undersigned shall execute and deliver such additional documents and instruments as the Company or Oded Bashan may require to confirm the grant hereby, including, without limitation, such instruments as may be necessary or appropriate under Israeli law; provided that under no circumstances shall the undersigned be required to deliver any of its Ordinary Shares or provide stock powers in connection with this proxy. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 8th day of September, 2003. PLATINUM PARTNERS GLOBAL MACRO FUND LP By: /s/ Frank Giorgio Name: Frank Giorgio Title: Chief Financial Officer EX-10 6 mv1-15ex10_16.txt 10.16 EXHIBIT 10.16 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts in which the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Note and Warrant Purchase Agreement dated the date hereof, by and between the undersigned and other lenders and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, in respect of such Ordinary Shares (and no other securities) so sold by the undersigned in an arm's length sale (in good faith) to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended) below) of the Lender providing this Proxy. This Proxy may not be assigned by Oded Bashan. The undersigned shall execute and deliver such additional documents and instruments as the Company or Oded Bashan may require to confirm the grant hereby, including, without limitation, such instruments as may be necessary or appropriate under Israeli law; provided that under no circumstances shall the undersigned be required to deliver any of its Ordinary Shares or provide stock powers in connection with this proxy. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 8th day of September, 2003. WEC PARTNERS LLC By: /s/ Ethan Benovitz Name: Ethan Benovitz Title: Managing Member EX-10 7 mv1-15ex10_17.txt 10.17 EXHIBIT 10.17 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts in which the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Note and Warrant Purchase Agreement dated the date hereof, by and between the undersigned and other lenders and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, in respect of such Ordinary Shares (and no other securities) so sold by the undersigned in an arm's length sale (in good faith) to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended) below) of the Lender providing this Proxy. This Proxy may not be assigned by Oded Bashan. The undersigned shall execute and deliver such additional documents and instruments as the Company or Oded Bashan may require to confirm the grant hereby, including, without limitation, such instruments as may be necessary or appropriate under Israeli law; provided that under no circumstances shall the undersigned be required to deliver any of its Ordinary Shares or provide stock powers in connection with this proxy. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 8th day of September, 2003. WEST END CONVERTIBLE FUND LP By: /s/ Ethan Benovitz Name: Ethan Benovitz Title: Managing Member & CP EX-10 8 mv1-15ex10_18.txt 10.18 EXHIBIT 10.18 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts in which the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Note and Warrant Purchase Agreement dated the date hereof, by and between the undersigned and other lenders and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, in respect of such Ordinary Shares (and no other securities) so sold by the undersigned in an arm's length sale (in good faith) to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended) below) of the Lender providing this Proxy. This Proxy may not be assigned by Oded Bashan. The undersigned shall execute and deliver such additional documents and instruments as the Company or Oded Bashan may require to confirm the grant hereby, including, without limitation, such instruments as may be necessary or appropriate under Israeli law; provided that under no circumstances shall the undersigned be required to deliver any of its Ordinary Shares or provide stock powers in connection with this proxy. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 8th day of September, 2003. /s/ Michael H. Weiss Michael H. Weiss EX-10 9 mv1-15ex10_19.txt 10.19 EXHIBIT 10.19 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 30 day of November, 2003. SUNNY ELECTRONICS LTD. By: /s/ Ilan Ben Dov Name: Ilan Ben Dov Title: Managing Director By: /s/ Yosef Arad Name: Yosef Arad Title: Chief Financial Officer EX-10 10 mv1-15ex10_20.txt 10.20 EXHIBIT 10.20 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 1 day of December, 2003. Y.A.Z. INVESTMENTS AND ASSETS LTD. By: /s/ Yehuda Zadik Name: Yehuda Zadik Title: Managing Director EX-10 11 mv1-15ex10_21.txt 10.21 EXHIBIT 10.21 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 26 day of November, 2003. /s/ Moshe Nudleman Moshe Nudleman EX-10 12 mv1-15ex10_22.txt 10.22 EXHIBIT 10.22 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). The undersigned shall execute and deliver such additional documents and instruments as the Corporation or Oded Bashan may require to confirm the grant hereby, including, without limitation, such instruments as may be necessary or appropriate under Israeli law; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 30th day of November, 2003. LAPIDOTH ISRAEL OIL PROSPECTORS CORP. LTD. By: /s/ Jacob Luxenbourg Name: Jacob Luxenbourg Title: Chairman EX-10 13 mv1-15ex10_23.txt 10.23 EXHIBIT 10.23 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 30 day of November, 2003. BEN DOV HOLDINGS LTD. By: /s/ Ilan Ben Dov Name: Ilan Ben Dov Title: Managing Director EX-10 14 mv1-15ex10_24.txt 10.24 EXHIBIT 10.24 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 30 day of November, 2003. UNION BANK PROVIDENT FUNDS AND MISGAV VOCATIONAL FUND By: /s/ Benny Noam Name: Benny Noam Title: Managing Director EX-10 15 mv1-15ex10_25.txt 10.25 EXHIBIT 10.25 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 30 day of November, 2003. GW TRUSTEESHIP LTD. By: /s/ Gil Vilcovsky Name: Gil Vilcovsky Title: Managing Director EX-10 16 mv1-15ex10_26.txt 10.26 EXHIBIT 10.26 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 2 day of December, 2003. A. HEIFETZ TECHNOLOGIES LTD. By: /s/ Avi Heifetz Name: Avi Heifetz Title: Chief Executive Officer EX-10 17 mv1-15ex10_27.txt 10.27 EXHIBIT 10.27 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 30 day of November, 2003. /s/ Sami Totah Sami Totah EX-10 18 mv1-15ex10_28.txt 10.28 EXHIBIT 10.28 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 30 day of November, 2003. /s/ YOURDENT LTD. YOURDENT LTD. EX-10 19 mv1-15ex10_29.txt 10.29 EXHIBIT 10.29 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 1 day of December, 2003. /s/ Dov Lifshitz Dov Lifshitz EX-10 20 mv1-15ex10_30.txt 10.30 EXHIBIT 10.30 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 2 day of December, 2003. /s/ Arie Gruber Arie Gruber EX-10 21 mv1-15ex10_31.txt 10.31 EXHIBIT 10.31 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned. THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 30th day of November, 2003. CLOVELY TRADING LTD. By: /s/ Y.L. Blake Name: Y.L. Blake Title: Secretary EX-10 22 mv1-15ex10_32.txt 10.32 EXHIBIT 10.32 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and the investor and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned, including any successors and assigns, to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned. THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. To remove all doubt, this proxy does not extend to any consent required of the Investor to amend, modify, waive or otherwise alter any provision of the Share Purchase Agreement, or any of the other Transaction Documents (as defined in the Share Purchase Agreement). IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 3 day of December, 2003. /s/ Oded Unger Oded Unger EX-10 23 mv1-15ex10_33.txt 10.33 EXHIBIT 10.33 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned. THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 31st day of December, 2003. WHALEHAVEN FUND LIMITED By: /s/ Evan Schemanauer Name: Evan Schemanauer Title: Director EX-10 24 mv1-15ex10_34.txt 10.34 EXHIBIT 10.34 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned. THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 31st day of December, 2003. STONESTREET LP By: /s/ Michael Fenkelsten Name: Michael Fenkelsten Title: President EX-10 25 mv1-15ex10_35.txt 10.35 EXHIBIT 10.35 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned. THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 31st day of December, 2003. WEST END CONVERTIBLE FUND L.P. By: /s/ Daniel Saks Name: Daniel Saks Title: Managing Member Of LP EX-10 26 mv1-15ex10_36.txt 10.36 EXHIBIT 10.36 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned. THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 25 day of November, 2003. /s/ Itzik Babayov Itzik Babayov EX-10 27 mv1-15ex10_37.txt 10.37 EXHIBIT 10.37 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company; giving and granting to his said attorney full power and authority to do and perform each and every act and thing whether necessary or desirable to be done in and about the premises, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorneys shall do or cause to be done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not extend to any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned. THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 31st day of December, 2003. ALPHA CAPITAL By: /s/ Conrad Ackerman Name: Conrad Ackerman Title: Director EX-10 28 mv1-15ex10_38.txt 10.38 EXHIBIT 10.38 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 25 day of November, 2003. MEITAV SECURITY ADVISORS AND INVESTMENT LTD. By: /s/ Zvi Stepak Name: Zvi Stepak Title: Managing Director By: /s/ Shlomo Simnovski Name: Shlomo Simnovski Title: Managing Director EX-10 29 mv1-15ex10_39.txt 10.39 EXHIBIT 10.39 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 25 day of November, 2003. BAUHINIA INVESTMENTS LTD. By: /s/ Guy Swersky Name: Guy Swersky Title: Director EX-10 30 mv1-15ex10_40.txt 10.40 EXHIBIT 10.40 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 25 day of November, 2003. Y.A.Z. INVESTMENTS AND ASSETS LTD. By: /s/ Yehuda Zadik Name: Yehuda Zadik Title: Managing Director EX-10 31 mv1-15ex10_41.txt 10.41 EXHIBIT 10.41 IRREVOCABLE PROXY ----------------- KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint Oded Bashan, its true and lawful attorney, for it and in its name, place and stead, to act as its proxy in respect of all of the Ordinary Shares of On Track Innovations Ltd., an Israeli company (hereinafter referred to as the "Company"), which it now or hereafter may own or hold, including, without limitation, the right, on its behalf, to demand the call by any proper officer of the Company pursuant to the provisions of its articles of association, memorandum of association or other organizational documents and as permitted by law of a meeting of its shareholders and at any meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, subject to the exceptions below, including, without limitation, the right to vote for the sale of all or any part of the assets of the Company and/or the liquidation and dissolution of the Company (together, "Liquidation Event") provided that in any such Liquidation Event the assets legally available for distribution per share of the Company shall not be less than the then applicable market price of the Company's Ordinary Shares; giving and granting to his said attorney full power and authority to do and perform each and every act and thing necessary or desirable to be done, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that its said attorney shall do or cause to be done by virtue hereof, subject to the limitations hereof. Notwithstanding the foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares subject hereto could not be legally voted under any applicable law or regulation; (ii) any votes or acts in respect of the sale of the shares voted by this proxy; (iii) any waivers of rights afforded to the holder of the shares voted by this proxy (other than technical rights, such as but not limited to, the right to receive prior notice of shareholders meetings); or (iv) any undertakings on behalf of the undersigned, including an undertaking to acquire any additional securities of the Company. This Proxy is given to Oded Bashan in consideration of the performance of the Share Purchase Agreement dated the date hereof, by and between the undersigned and other investors and the Company, and this Proxy shall not be revocable or revoked by the undersigned and shall be binding upon his successors and assigns, provided, however, that this Proxy shall be null and void and shall have no force and effect, only in respect of such Ordinary Shares so sold by the undersigned to a party other than an Affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended below) of the undersigned; and further provided, that this Proxy shall be in effect only so long as Mr. Oded Bashan is acting as the Chairman of the Company's Board of Directors, and immediately thereafter shall terminate, become null and void and shall have no force and effect. This Proxy may not be assigned by Oded Bashan to any other person other than to Ohad Bashan without the prior written consent of the undersigned. It is clarified that Oded Bashan shall be entitled to vote the shares underlying this proxy by way of a written voting ballot, or any other form of written instructions (including by proxy limited to votes according to the written instructions of Oded Bashan). THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE UNDER ISRAELI LAW; PROVIDED THAT UNDER NO CIRCUMSTANCES SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 25 day of November, 2003. ELGEV HOLDINGS LTD. By: /s/ Yoel Yogev Name: Yoel Yogev Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----