EX-4.18



 Exhibit 4.18 

DATED 22 APRIL 2016 
  

 
  

UNDERTAKING AGREEMENT 
  

 
  

Skadden, Arps, Slate, Meagher & Flom (UK) LLP 

40 Bank Street 
 Canary
Wharf 
 London E14 5DS 







 CONTENTS 
  

							
	CLAUSE	 	 	  	PAGE	 
			
	 1.
	 	INTERPRETATION	  	 	2	  
			
	 2.
	 	UNDERTAKINGS	  	 	3	  
			
	 3.
	 	FURTHER ASSURANCE	  	 	5	  
			
	 4.
	 	PARTIAL INVALIDITY	  	 	5	  
			
	 5.
	 	CONSENT OF THIRD PARTIES	  	 	6	  
			
	 6.
	 	COUNTERPARTS	  	 	6	  
			
	 7.
	 	GOVERNING LAW	  	 	6	  
			
	 8.
	 	DISPUTE RESOLUTION	  	 	6	  
		
	 ANNEXURE A
	  	 	7	  
		
	 ANNEXURE B
	  	 	8	  
		
	 ANNEXURE C
	  	 	9	  
		
	 ANNEXURE D
	  	 	10	  
		
	 ANNEXURE E
	  	 	11	  
		
	 SIGNATURES
	  	 	12	  








 THIS UNDERTAKING AGREEMENT (the “Agreement”) is made on 22 April 2016 

BETWEEN: 
  

	(1)	QOROS AUTOMOTIVE CO., LTD., a sino-foreign joint equity enterprise established on 24 December 2007 in the People’s Republic of China with address of No.1, Tongda Road, Economic Technology Development
Zone, Changshu City, Jiangsu Province, People’s Republic of China (“Qoros”); 

  

	(2)	QUANTUM (2007) LLC, a Delaware limited liability company (file no. 4300667) whose registered office is at 16192 Coastal Highway, Lewes, Delaware 19958, United States of America (“LLC”);


  

	(3)	KENON HOLDINGS LTD., a Singapore company with shares listed on the Tel Aviv Stock Exchange and New York Stock Exchange (company registration no. 201406588W) whose registered office is at 1 Temasek Avenue #36-01,
Millenia Tower, Singapore 039192 (“Kenon”); 

  

	(4)	WUHU CHERY AUTOMOBILE INVESTMENT CO., LTD, a limited liability company organized and existing under the laws of the People’s Republic of China with its legal address at 8 Chengchun Road, Wuhu Economic and
Technological Development Area, Anhui Province, People’s Republic of China (“Wuhu Chery”); 

  

	(5)	CHERY AUTOMOBILES LIMITED, a company limited by shares organized and existing under the laws of the People’s Republic of China with its legal address at 8 Chengchun Road, Wuhu Economic and Technological
Development Area, Anhui Province, People’s Republic of China (“Chery”); and 

  

	(6)	ANSONIA HOLDINGS SINGAPORE B.V., incorporated under the laws of the Netherlands (Besloten vennootschap met beperkte aansprakelijkheid) and having its registered office at 1 Temasek Avenue #38-01, Millenia
Tower, Singapore 039192 (“Ansonia”), 

 (each a Party and together, the Parties). 

RECITALS: 
  

	(A)	The Parties wish to enter into this Agreement to record certain undertakings, as set out below (the “Undertakings”) relating to certain transactions contemplated in connection with loans provided by the
Parties (the “Transactions”), including: 

  

	 	(1)	the loans provided by Ansonia to LLC pursuant to the LLC Loan Agreement (the “LLC Loan”); 

  

	 	(2)	the loan of the proceeds of the LLC Loan to Qoros pursuant to the LLC-Qoros Loan Agreement (the “LLC-Qoros Loan”) at the same time as a corresponding loan is made by Wuhu Chery to Qoros (the
“Wuhu Chery-Qoros Loan”) (the LLC-Qoros Loan and the Wuhu Chery-Qoros Loan, together the “Qoros Loans”). 

  

	(B)	The Qoros Loans will be secured by security granted with respect to certain patents held by Qoros. 








 IT IS AGREED as follows: 
  

	1.	INTERPRETATION 

  

	1.1	Definitions 

 In this Agreement: 

“Additional Chery Loan Agreement” has the meaning given to that term in the LLC Loan Agreement. 

“Assignment Agreement” means the security assignment agreement between LLC as assignor and Ansonia as assignee. 

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Singapore
and the People’s Republic of China. 
 “Class A Interests” means Class A membership interests in LLC. 

“Class B Interests” means Class B membership interests in LLC. 

“Initial Wuhu Chery-Qoros Loan Agreement” means the loan agreement defined in Clause 2.3 (Wuhu Chery-Qoros Loan
Agreement) of this Agreement. 
 “Interests” means the Class A Interests and the Class B Interests. 

“LLC Loan Agreement” means the loan agreement defined in Clause 2.1 (LLC Loan Agreement) of this Agreement. 

“LLC-Qoros Loan Agreement” means the loan agreement defined in Clause 2.2 (LLC-Qoros Loan Agreement) of this Agreement.

 “Qoros Security Agreement” means the patent right pledge agreement among Qoros as pledgor and LLC and Wuhu Chery as
pledgees securing the obligations owing by Qoros under the Initial Wuhu Chery-Qoros Loan Agreement and LLC-Qoros Loan Agreement. 

Qualified Financing” has the meaning given to it in the LLC-Qoros Loan Agreement. 

 

	1.2	Construction 

 In this Agreement, unless the context otherwise requires, a reference to:

  

	 	(a)	a person includes a person, firm, company, corporation, government, state or agency of state or any association , trust partnership (whether or not having a separate legal personality) or two or more of the foregoing
and includes a reference to that person’s successors and permitted assignees or permitted transferees but does not include that person if it has ceased to be a party under this Agreement; 


 

	 	(b)	unless otherwise specified, clauses are references to clauses to this Agreement; 

  

	 	(c)	any reference to this Agreement shall include its annexures; 

  

	 	(d)	(or to any specified provision of) any agreement is to that agreement (or that provision) as amended from time to time; 









	 	(e)	a statute, statutory instrument or provision of law is to that statute, statutory instrument or provision of law, as it may be applied, amended or re-enacted from time to time; 


 

	 	(f)	the index and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement; 

  

	 	(g)	words imparting the singular include the plural and vice versa; and 

  

	 	(h)	words “best efforts”, in relation to the performance of any act by a party, shall be construed as the standard of endeavours required under English law. 


 

	2.	UNDERTAKINGS 

  

	2.1	LLC Loan Agreement 

 At the same time as entering into this Agreement, Ansonia and LLC
each undertake to the Parties to execute the loan agreement between LLC as borrower and Ansonia as lender in substantially the form annexed to this Agreement as Annexure A (the “LLC Loan Agreement”). 

 

	2.2	LLC-Qoros Loan Agreement 

 At the same time as entering into this Agreement, LLC and
Qoros each undertake to the Parties to execute the loan agreement between Qoros as borrower and LLC as lender in substantially the form annexed to this Agreement as Annexure B (the “LLC-Qoros Loan Agreement”). 

 

	2.3	Wuhu Chery-Qoros Loan Agreement 

 At the same time as entering into this Agreement, Wuhu
Chery and Qoros each undertake to the Parties to execute the loan agreement between Qoros as borrower, the Industrial and Commercial Bank of China Limited, Changshu Sub-Branch
(中国工商银行股份有限公司常熟支行) as entrusted bank and Wuhu-Chery as lender in substantially the form annexed to this Agreement as Annexure C (the
“Initial Wuhu Chery-Qoros Loan Agreement”). 
  

	2.4	Conversion of Class B Interests into Class A Interests 

  

	 	(a)	In connection with the conversion of the LLC Loan provided by Ansonia into Class A Interests pursuant to the terms of the LLC Loan Agreement (the “LLC Conversion”), and to the extent that the LLC
Conversion will result in an issuance of Class A Interests to Ansonia in excess of the number of Interests which LLC may issue to a third-party without violating the terms of the existing joint venture agreement of Qoros (the “Joint
Venture Agreement”), LLC undertakes that it shall convert the maximum number of Class B Interests into Class A Interests permitted by the Joint Venture Agreement and shall use its best efforts (including, but not limited to, assisting
with obtaining any required governmental or regulatory approvals, but, for the avoidance of doubt, such efforts shall exclude any requirement to make a repayment or prepayment of any existing indebtedness of Qoros) to make appropriate amendments to
the Joint Venture Agreement, such that, following such amendments, LLC may convert Ansonia’s remaining Class B Interests into Class A Interests in compliance with LLC’s contractual obligations under the Joint Venture Agreement.










	 	(b)	For the avoidance of doubt, the LLC Conversion shall be deemed complete only upon the conversion of each of the Class B Interests held by Ansonia into Class A Interests and the cancellation of each of the Class B
Interests, with such conversion and cancellation to be reflected in an adjustment to Schedule A of the Second Amended and Restated Limited Liability Company Operating Agreement, dated as of April 22, 2016, by and between Robert Rosen, as manager,
and each member party thereto. 

  

	 	(c)	Notwithstanding the forgoing, to the extent LLC is not able to convert all of Ansonia’s Class B Interests into Class A Interests pursuant to an LLC Conversion, LLC, Chery, Wuhu Chery and Qoros undertake to
enter into good faith negotiations with Ansonia to take necessary steps to put Ansonia in the same economic position it would have been in as if all of its Class B Interests were converted into Class A Interests. 


 

	2.5	Conversion of Class A Interests into direct ownership of Qoros 

  

	 	(a)	Following the LLC Conversion and until the third anniversary of the LLC Conversion, Ansonia may, at its discretion, request to LLC in writing that it wishes to convert / exchange its Class A Interests into a direct
holding by it of an equity interest in Qoros (the “Company Conversion”) based on the then value of the indirect beneficial ownership in Qoros of such Class A Interests. 


 

	 	(b)	If Ansonia requests a Company Conversion pursuant to paragraph (a) above: 

  

	 	(i)	LLC shall notify each other party to this Agreement of Ansonia’s request; 

  

	 	(ii)	LLC undertakes that it will use its best efforts (including, but not limited to, assisting with obtaining any required governmental or regulatory approvals, but, for the avoidance of doubt, such efforts shall exclude
any requirement to make a repayment or prepayment of any existing indebtedness of Qoros) to take any and all steps required to effect the Company Conversion based on the then value of the indirect beneficial ownership in Qoros of such Class A
Interests; 

  

	 	(iii)	each of Kenon, Chery, Wuhu Chery and Qoros undertake to enter into good faith negotiations with respect to the Company Conversion and, following the conclusion of such negotiations, to enter into such agreements, and to
use best efforts to take all other action, as is required by LLC and / or Ansonia to give effect to the Company Conversion; and 

  

	 	(iv)	without prejudice to the generality of Clause 2.5(b)(iii), in respect of a Company Conversion, each of Kenon, Chery and Qoros hereby undertake to enter into good faith negotiations to make appropriate amendments to the
Joint Venture Agreement such that, following the Company Conversion, each of Wuhu Chery, LLC, Ansonia and any new third party investor is a party to such Joint Venture Agreement and the Joint Venture Agreement is amended to reflect typical rights
and protections for minority investors, including, but not limited to, relating to anti-dilution, material corporate actions and board representation. 

  

	 	(c)	The undertakings and obligations of Chery and Wuhu Chery in sub-paragraphs (b)(iii) and (b)(iv) above (and compliance thereto) are subject to Chery and Wuhu Chery obtaining the required: 


 

	 	(i)	internal corporate and board approval; and 









	 	(ii)	shareholder approval, 

 and Chery and Wuhu Chery agree to use best efforts to obtain such
approvals at the relevant and appropriate time. 
  

	2.6	Qoros Security Agreement and Assignment Agreement 

  

	 	(a)	Within 120 days of entering into this Agreement (the “Relevant Period”), LLC and Qoros each undertakes to the Parties to execute the Qoros Security Agreement in substantially the form annexed to this
Agreement as Annexure D, except that: 

  

	 	(i)	the period between (1) the date a definitive and binding agreement relating to a Qualified Financing is signed and (2) the date on which such agreement is terminated or it is otherwise apparent that the
proposed Qualified Financing will not be consummated (the “QF Termination Date”), shall not be accounted for in (and shall be excluded from) the calculation and determination of the Relevant Period (it being agreed, for the
avoidance of doubt, that any time period after such QF Termination Date shall be accounted for in the calculation and determination of the Relevant Period); and 

  

	 	(ii)	following the completion of a Qualified Financing, the obligations under this paragraphs (a) shall not apply. 

  

	 	(b)	Within 5 days of entry into the Qoros Security Agreement between LLC and Qoros, LLC and Ansonia each undertakes to the Parties to execute the Assignment Agreement in substantially the form annexed to this Agreement as
Annexure E. 

  

	 	(c)	Qoros undertakes to the Parties that it shall not create or permit to subsist any security over any of the Pledged Property (as defined in the Qoros Security Agreement) save for the security to be created pursuant to
the Qoros Security Agreement. 

  

	2.7	Additional Chery Loan Agreement: 

 Prior to a utilisation of Facility B (as defined in
the LLC Loan Agreement) of the LLC Loan Agreement, Wuhu Chery and Qoros each undertake to the Parties to execute the Additional Chery Loan Agreement in a form substantially the same as the Initial Chery Loan Agreement or in such other form
satisfactory to the Parties. 
  

	3.	FURTHER ASSURANCE 

 Each party to this Agreement shall, and shall use reasonable
endeavours to procure that any necessary third party shall, at its own expense, do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power and as may be reasonably requested of it to
implement this Agreement and the transactions contemplated by this Agreement. 
  

	4.	PARTIAL INVALIDITY 

 If, at any time, any provision of this Agreement is or becomes
illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of any other provision of this Agreement nor the legality, validity or enforceability under the law of any other
jurisdiction shall in any way be affected or impaired. 








	5.	CONSENT OF THIRD PARTIES 

 Notwithstanding any term of this Agreement, no consent of any
third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement. 
  

	6.	COUNTERPARTS 

 This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument. 
  

	7.	GOVERNING LAW 

 This Agreement and any dispute or claim arising out of or in connection
with it or its subject matter shall be governed by, and construed in accordance with, the laws of the People’s Republic of China. 
  

	8.	DISPUTE RESOLUTION 

 Any dispute in connection with this Agreement shall be resolved
through friendly negotiation between the Parties. If the dispute is not resolved through negotiation within sixty (60) calendar days after one Party has served a written notice on the other Parties requesting the commencement of negotiation,
then the Parties shall refer and submit the dispute for final resolution by arbitration to the Hong Kong International Arbitration Center (HKIAC) in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law
(the “UNCITRAL Arbitration Rules”) as at present in force save as the same may be amended by this Agreement and the UNCITRAL Arbitration Rules shall be construed accordingly. The place of arbitration shall be Hong Kong. The
arbitration shall be settled by three (3) arbitrators. Ansonia, Kenon and LLC as one side, and Chery, Wuhu Chery as the other side shall separately appoint one arbitrator within the time stipulated in the UNCITRAL Arbitration Rules, failing
which the appointment shall be made by HKIAC. The third arbitrator, who will act as the presiding arbitrator, shall be appointed by the HKIAC. The appointing authority shall be the HKIAC. The language of the arbitration proceedings shall be English,
provided that either Party may introduce evidence or testimony in languages other than English. The award of the arbitration tribunal will be final and binding on each of the Parties and may be enforced, if necessary, in any court of competent
jurisdiction. The costs of arbitration including attorneys’ fees shall be borne by the losing Party unless otherwise decided in the arbitral award. In any arbitration proceeding or legal proceeding to enforce an arbitral award, in any other
legal action between the Parties relating to this Agreement, each Party waives the defense of sovereign immunity and any other defense solely based upon the fact or allegation that it is a political subdivision, agency or instrumentality of a
sovereign state. 
 IN WITNESS of which the Parties have executed and delivered this document on the date first written above. 







 ANNEXURE A 

Form of LLC Loan Agreement 







 ANNEXURE B 

Form of LLC-Qoros Loan Agreement 







 ANNEXURE C 

Form of Initial Wuhu Chery-Qoros Loan Agreement 







 ANNEXURE D 

Form of Qoros Security Agreement 







 ANNEXURE E 

Form of Assignment Agreement 







 SIGNATURES 
  

			
	QOROS AUTOMOTIVE CO., LTD.
	
	/s/
	Authorized Signatory
	Name:
                                         
       
	Company Seal:
	
	QUANTUM (2007) LLC
		
	By	 	 /s/ Robert L. Rosen

		 	Name: Robert L. Rosen
		 	Title: Manager
	
	KENON HOLDINGS LTD.
		
	By	 	 /s/ Yoav Doppelt

		 	Name: Yoav Doppelt
		 	Title: CEO








 WUHU CHERY AUTOMOBILE INVESTMENT CO., LTD 

/s/ Zhou Biren 

	
	  
 Authorized
Signatory

	Name: Zhou Biren     
	Company Seal:

 CHERY AUTOMOBILE LIMITED 
  

/s/ Yin Tongyue 

	
	  
 Authorized
Signatory

	Name: Yin Tongyue     
	Company Seal:

  








			
	ANSONIA HOLDINGS SINGAPORE B.V.
		
	By	 	 /s/ Cyril Ducau

		 	Name: Cyril Ducau
		 	Title: Director