Exhibit 10.5


 


LOAN
AGREEMENT


 


This
Loan Agreement (the “Loan Agreement”) is dated the 7 March 2019 and made by and between:


 


		1.	PortXL
                                            Netherlands B.V., incorporated under the laws of the Netherlands, with its registered
                                            office at Rotterdam and its business address at Wilhelminakade 909 (3072 AP) Rotterdam, validly
                                            represented by Carolien Sandee (“PortXL”);



 


and


 


		2.	Eco
                                            Wave Power Ltd., with its registered office at 16 Homa U’Migdal St., Tel-Aviv,
                                            Israel 6777116, validly represented by Inna Braverman (the “Startup”)



 


WHEREAS:


 


		a.	based
                                            upon the worldwide proven and general startup accelerate concept, PortXL has organized under
                                            the brand PortXL a mentorship-driven open innovation startup accelerator program focusing
                                            on port related industries, ranging from startups and spinouts to SMEs and multinationals
                                            (hereafter the “Program”);



 


		b.	in
                                            2019, the Startup successfully participated in the selection process to qualify for participation
                                            in the Program and PortXL has invited the Startup to actually participate in the Program;



 


		c.	the
                                            Startup have accepted such invitation and participate in the Program;



 


		d.	the
                                            Startup have selected the option ‘Loan Agreement’ of the Program instead of the other options,
                                            which means that PortXL will provide funds to the Startup by making a Loan Agreement available
                                            to the Startup with a principal amount of EUR 100,000 (in words: ‘one hundred thousand
                                            euro’) (the “Loan”); and



 


		e.	the
                                            Parties now desire to lay down their understanding in writing in this Loan Agreement stipulating
                                            the terms and conditions of the loan.









 






     


     


    

  


IT
IS AGREED AS FOLLOWS:


 


		1.	LOAN



 


		1.1.	The
                                            Loan consists of (i) an amount of EUR 85,000 (in words: ‘eighty five thousand euro’)
                                            in kind existing of the right to participate in the Program and (ii) an amount of EUR 15,000
                                            (in words: ’fifteen thousand euro’) in cash. Subject to and upon the terms and conditions
                                            of this Loan Agreement, PortXL shall make the Loan in the total amount of EUR 100,000 (in
                                            words: ‘one hundred thousand euro’) available to the Startup. PortXL shall have no
                                            obligation to advance more funds to the Startup other than the Loan.



 


		1.2.	The
                                            cash component of the Loan is made available by PortXL to the Startup in two traches. The
                                            first tranche of EUR 8,500 (in words: ‘eight thousand, five hundred euro’) will be
                                            paid by PortXL on the moment (but not before 1 April 2019) that (1) this Loan Agreement has
                                            been signed by all parties and (2) the bank account of the Startup has been opened. The second
                                            tranche of EUR 6,500 (in words: ’six thousand, five hundred euro’) will be paid by
                                            PortXL upon completion by the Startup of the first month of the Program.



 


		1.3.	The
                                            term of the Loan (the “Term”) shall be the period commencing on1 1 April
                                            2019 and extending to 31 March 2028..



 


		2.	INTEREST,
                                            REPAYMENT AND PREPAYMENT



 


		2.1.	This
Loan shall bear a compounded fixed interest of 5% (five percent) per annum (the “Interest”). The Interest due hereunder
shall be computed on the basis of a 360 -day year and actual days lapsed. Interest shall accrue from and including 1 April 2019 up to
but excluding the last day of the Term.



 


		2.2.	The
                                            outstanding balance of the Loan and any accrued but unpaid interest thereon (the “Amount
                                            Outstanding”) shall be due and payable in five (5) yearly instalments as from 1
                                            April 2023, as further described in Schedule I (specifically in column 6) to
                                            this Loan Agreement.



 


		2.3.	The
                                            Startup is entitled prepay any part of the Loan and/or the Interest at any time, without
                                            any premium or penalty in its sole discretion.



 


		2.4.	Unless
                                            the Parties shall decide otherwise, any payment by the Startup to PortXL under this Loan
                                            Agreement shall be applied in satisfaction of subsequently (i) collection expenses and any
                                            other costs, if any, (ii) accrued but unpaid Interest and (iii) the Amount Outstanding.



 





		2.5.	All
                                            payments shall be free and clear of withholding tax, and if any withholding tax applies then
                                            the interest payment shall be increased by the Startup so that the net interest payment received
                                            by PortXL is the interest payment which PortXL would have received if no withholding tax
                                            had been applied.



 






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		3.	COVENANTS



 


		3.1	To the extent that
the Company shall fail to repay the Loan when due as per the terms set forth above, PortXL shall be entitled, as a sole remedy, to be
issued with Ordinary Shares of the Company in such number equal to the unpaid balance of the Loan and the accrued Interest, divided by
$357.825 (which is the price per share paid by the latest investors in the Company prior to the execution of this Agreement). Upon such
issuance the Loan shall be deemed repaid in full.



 


		4.	INFORMATION
                                            RIGHTS



 


		4.1.	Startup
                                            is obliged, without having PortXL to request it, to send an audited financial statements,
                                            once available, to PortXL.



 


		5.	MISCELLAENOUS



 


		5.1.	All
                                            communications, notices and disclosures required or permitted by this Loan Agreement shall
                                            be in writing to the following addresses or facsimile numbers and all payments to be made
                                            under this Loan Agreement shall be made to the following bank account numbers:



 


	 	Notices
    and payment to the Startup:

                                                                                           Name:

    Attn.:

    Address:

    Place
    of residence:

    Bank
    account number (IBAN):

    Email:
	 

    Eco
    Wave Power Ltd.

    Loan
    agreement PortXL Netherlands B.V.

    16 Homa U’Migdal St.

    Tel-Aviv,
    Israel 6777116

    IL270127130000000203651

    Inna@ecowavepower.com



 


	 	Notices
    and payments to PortXL:
	 	Name:	PortXL
    Netherlands B.V.
	 	Attn.:	Name
    Startup
	 	Address:	Wilhelminakade
    909, 3072 AP
	 	Place of
    residence:	ROTTERDAM
	 	Bank account
    number:	NL45
    RABO 0314 5601 57
	 	Email:	info@portxl.org


 


		5.2.	No
                                            variation of this Loan Agreement shall be effective unless made in writing and signed by
                                            or on behalf of each of the Parties.



 


		5.3.	If
                                            any provisions of this Loan Agreement shall become illegal, invalid or unenforceable in any
                                            respect, the validity, legality and enforceability of the remaining provisions shall not
                                            in any way be impaired.



 





		5.4.	The
                                            Startup shall not be entitled to assign, transfer, charge, encumber or other wise deal in
                                            any way whatsoever with all or any part of its benefits and obligations hereunder to any
                                            other person, unless with the prior written consent of the PortXL.



 


		6.	GOVERNING
                                            LAW AND JURISDICTION



 


		6.1.	This
                                            Loan Agreement shall be governed by and construed in accordance with the law of the Netherlands.



 


		6.2.	Each
                                            party irrevocably agrees to submit to the exclusive jurisdiction of the district court of
                                            Rotterdam, the Netherlands over any claim or matter arising under or in connection with this
                                            Loan Agreement.






 






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IN
WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT


 


	PortXL Nederland B.V.	 	 
	 	 	 
	/s/ Carolien Vat-Sandee	 	 
	Name: Carolien Vat-Sandee	 	 
	 Title: Director	 	 
	 	 	 
	Eco Wave Power Ltd.	 	Eco Wave Power Ltd.
	 	 	
	/s/ Inna Braverman	 	/s/ Yair Rudick
	Name: Inna Braverman	 	Name: Yair Rudick








 






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SCHEDULE
I


 





		 		 	 		 	 	Repayment	 	 	Amount Outstanding	 	 	Repayment Loan	 
	Date	 	Loan	 	 	Interest	 	 	Loan	 	 	after Repayment Loan	 	 	including Interest	 
	1 April 2019	 	€	100.000,00	 	 	€	5.000,00	 	 	€	0,00	 	 	€	105.000,00	 	 	€	0,00	 
	1 April 2020	 	€	105.000,00	 	 	€	5.250,00	 	 	€	0,00	 	 	€	110.250,00	 	 	€	0,00	 
	1 April 2021	 	€	110.250,00	 	 	€	5.512,50	 	 	€	0,00	 	 	€	115.762,50	 	 	€	0,00	 
	1 April 2022	 	€	115.762,50	 	 	€	5.788,13	 	 	€	0,00	 	 	€	121.550,63	 	 	€	0,00	 
	1 April 2023	 	€	121.550,63	 	 	€	6.077,53	 	 	€	24.310,13	 	 	€	97.240,50	 	 	€	30.387,66	 
	1 April 2024	 	€	97.240,50	 	 	€	4.862,03	 	 	€	24.310,13	 	 	€	72.930,38	 	 	€	29.172,15	 
	1 April 2025	 	€	72.930,38	 	 	€	3.646,52	 	 	€	24.310,13	 	 	€	48.620,25	 	 	€	27.956,64	 
	1 April 2026	 	€	48.620,25	 	 	€	2.431,01	 	 	€	24.310,13	 	 	€	24.310,13	 	 	€	26.741,14	 
	1 April 2027	 	€	24.310,13	 	 	€	1.215,51	 	 	€	24.310,13	 	 	€	0,00	 	 	€	25.525,63	 





 


 


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