Exhibit 10.5


 


Founders Agreement


 


Drawn up on December 21, 2021


 


	between	
    Rani Zim Holdings (Pty.) Ltd. Co. No: 514188309

    of 9 Bareket St., Petach Tikva

    (hereinafter: “Zim”)

    the First Party;

	
     

    and:
	
     

    Brenmiller Energy Ltd. Pub, Co. No: 514720374

    of 13 Amal St., Rosh Ha’ayin

    (hereinafter: “Brenmiller”)

    the Second Party;

	
     

    and:
	
     

    Yolan Properties and Investments (Pty.) Ltd. Co. No: 512713603

    of 9 Bareket St., Petach Tikva

    (hereinafter: “Yolan”)

    the Third Party;

	
     

    and:
	
     

    Yoram Cohen ID No: 22107098

    of 48 Medinat HaYehudim St., Herzliya

    (hereinafter: “Yoram”)

    the Fourth Party (and all together, the “Parties”);



 


	Whereas:	The Parties wish to establish a private company that will deal in any and all legal business;
	
     

    and whereas:
	
     

    The Parties wish to arrange the legal, managerial and economic relationship
    between the Parties, in every aspect relating to the Company, its establishment, management, the financing of its operations and etc.,
    as detailed in this Agreement below;



 


Therefore, the Parties have agreed upon,
declared and conditioned the following:


 


	1.	General
	 	 



		1.1	The preamble to this Agreement and any of its Appendices constitute an integral part of this Agreement.
	 	 	 



		1.2	The headings of the sections and the division of this Agreement into sections and subsections have been
made for convenience purposes and orientation only and should not be used for the interpretation purposes.
	 	 	 



		1.3	In this Agreement statements in the singular usage are good for the plural usage and vice versa, statements
in the male gender are good for the female gender and vice versa, all according to the matter, unless otherwise stated explicitly.
	 	 	 



		1.4	Any reference to the “law” or a provisions in the “law” in this Agreement are referrals
to the law or provisions as amended or replaced.



 






     


     


    

 



		1.5	Any use of the word “including” or the words “this includes” in this Agreement means
“including but not limited to.”
	 	 	 



	2.	Definitions
	 	 



The following terms shall have the meanings
stated next to them in this Agreement unless the context of things requires otherwise.


 


	 	“The
    Company”

    

    

    
	The
    Company that will be incorporated pursuant to the provisions in Section 4 of this Agreement.

    

    

     

    

    

	 	“The Company’s operations”	Any legal business and particularly in the
    fields of energy storage and/or reduction of emissions in energy production.
	 	 	 
	 	“Confidential information”	Any information, whether written or oral
    or on any other media, relating to any of the Parties, their businesses, operations and Shareholders, including any information relating
    to and/or subject to and/or deriving from this Agreement and/or relating to the Company, apart from: (1) information that had become
    public knowledge prior to the date of signing this Agreement; (2) information that became public knowledge after the date of signing
    this Agreement other than due to a breach of the obligation of confidentiality of a Party, who is subject to the obligation of confidentiality;
    (3) information that was known to a Party that is subject to the obligation of confidentiality prior to the date of signing this
    Agreement, apart from information that he received and the recipient Party knew that he is subject to the obligation of confidentiality
    or in contradiction to the obligation of confidentiality or (4) information that the disclosure of which is required pursuant to
    instructions in the law, or pursuant to the rules of the stock exchange that apply to any of the Parties.
	 	 	 
	 	“Clean and free”; “clean
    and free” [in the plural] or any other inflection of the term	Clean and free of any encumbrance, lien,
    attachment, levy, debt, pledge, claim, preferential right, pre-emptive rights, right of refusal, right of first offer, participation
    rights, options, anti-dilution rights, blocking arrangements, or any right or claim of any other or additional third-party whatsoever,
    of any kind and type whatsoever.
	 	 	 
	 	This “The Companies Law”	The Companies Law, 5759 – 1999.
	 	 	 
	 	“The Securities Law”	The Securities Law, 5728 – 1968.
	 	 	 
	 	“Full dilution”	A theoretic calculation, pursuant to which
    – options for acquiring shares, including options for directors, employees and service providers, warrants, debts convertible
    into shares, securities convertible into shares and any other right relating to acquiring or receiving securities (whether for a
    consideration or not) – were actually converted into shares. To obviate any doubt, the term, full dilution, will also include
    any right of a Shareholder, holder of other securities or any other entity to receive compensation or indemnification by way of an
    allocation of shares (whether by virtue of anti-dilution arrangements or by virtue of any other agreement, (which includes an agreement
    for allocation or sale of shares and indemnification sections that could derive from it).



 






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	3.	The Parties Affidavits
	 	 



The Parties hereby declare and undertake
the following:


 


		3.1	To the best of their knowledge there is no information relevant to this Agreement that the content of
which was not furnished to the any other Party.
	 	 	 



		3.2	That they have the means, know-how, experience, qualifications and professionalism necessary for the purposes
of executing all their commitments pursuant to the Agreement.
	 	 	 



		3.3	There is no contractual and/or legal and/or other impediment to engaging in this Agreement and/or to executing
their commitments pursuant to and in accordance with the conditions and dates specified herein.



 


		4.	The Company – Its Establishment and Registration



 


		4.1	Soon after signing this Agreement, the Parties will adopt all the mandatory measures for registering the
Company pursuant to the Incorporation Documents attached to this Agreement as Appendix “4.1”.
	 	 	 



		4.2	The Company’s registered capital shall be NIS 10,000, divided into 10,000 Ordinary Shares each with a
par value of NIS 1.
	 	 	 



		4.3	1,000 Ordinary Shares will be allocated to the Shareholders out of the Ordinary Share capital.
	 	 	 



		4.4	The shareholders of the Company shall be (together the “Shareholders”):
	 	 	 



		4.4.1	Zim – 450 Ordinary Shares that constitute 45% of the Company’s issued and paid-up share capital.
	 	 	 



		4.4.2	Brenmiller – 450 Ordinary Shares that constitute 45% of the Company’s issued and paid-up share capital.
	 	 	 



		4.4.3	Yolan – 50 Ordinary Shares that constitute 5% of the Company’s issued and paid-up share capital.
	 	 	 



		4.4.4	Yoram – 50 Ordinary Shares that constitute 5% of the Company’s issued and paid-up share capital.
	 	 	 



It must be clarified that, if Yoram
decides to resign his function as the Company CEO, as provided in Section 5.5 below, by December 15, 2022 (and provides a written notice
of such decision), then his shares will be transferred to the Shareholders as of the date of signing this Agreement and as detailed in
Sections 4.4.1 – 4.4.3 above) proportionately, without any consideration.


 


		4.5	The Initial Directors of the Company shall be:
	 	 	 



		4.5.1	Mr. Rani Zim on behalf of Zim.
	 	 	 



		4.5.2	Mr. Yoav Kaplan on behalf of Zim.
	 	 	 



		4.5.3	Mr. Walker Gilad on behalf of Brenmiller.
	 	 	 



		4.5.4	Mr. Doron Brenmiller on behalf of Brenmiller.
	 	 	 



		4.5.5	Mr. Yoram Cohen.



 






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		4.6	The name of the Company shall be – Rani Zim Energy Storage Ltd. – or any other name upon which
the Parties shall agree and that shall be approved by the Registrar of Companies.
	 	 	 



		4.7	The Parties hereby declare that any written instruction in the Company’s incorporation documents that
contradict any of the instructions of this Agreement shall be deemed to be null and void with respect to the relationship between the
Parties to this Agreement. In the event of a contradiction between any of the incorporation documents of the Company and the provisions
in this Agreement, the provisions in this Agreement shall prevail in all aspects related to the Parties, and the Parties undertake to
change the incorporation documents in such manner that is compatible with the provisions in this Agreement.



 


	5.	The Management, Regular Operations of the Company and Functions of the Parties to the Agreement
	 	 



General Meeting


 


		5.1	The general meeting of the Company’s Shareholders must be convened at least once a year and its powers
shall be as detailed in the law. The Company’s General Meeting shall be entitled to be convened telephonically or to adopt Resolutions
in writing, provided that all the Shareholders have agreed to adopt the Resolution in writing as aforementioned (the “General
Meeting”).
	 	 	 



		5.2	The voting power of the Parties at the General Meeting shall be calculated pursuant to their proportionate
shareholding of the Company’s shares pursuant to the holdings rate.
	 	 	 



The Company’s Board of Directors


 


		5.3	Zim and Brenmiller shall be entitled to appoint and dismiss two directors on behalf of each of them. In
addition, any Shareholder and/or Shareholders who holds/hold 20% or more of the Company’s issued and paid-up share capital shall be entitled
to appoint one director on his/their behalf for each 20% of their holdings, and to terminate his tenure and to replace him with another.
The appointment and dismissal of directors shall be via written notice of the Shareholder/Shareholders that is/are entitled to appoint
them to the Company’s Board of Directors, as aforementioned. In addition to the aforementioned appointments, Zim and Brenmiller have agreed
that, by virtue of their joint holdings, Yoram Cohen will be appointed as a director in the Company, and the Company’s Board of Directors
will appoint 5 members when establishing the Company.
	 	 	 



		5.4	[Reserved]
	 	 	 



		5.5	The day-to-day management of the Company will be conducted through the Company Chief Executive Officer
(“CEO”), who shall be subordinate to the Company Board of Directors. Mr. Yoram Cohen shall serve as the Company CEO.
	 	 	 



		5.6	Unless otherwise stated explicitly, all the Resolutions at the General Meeting of the Company’s Shareholders
shall be adopted by a regular majority and all Resolutions in the Board of Directors shall be adopted by majority of at least 4 directors,
whereas the chair of the Shareholders’ meeting and the chair of the Board of Directors shall not have an additional vote or right of “veto.”



 






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General


 


		5.7	The Company will keep books as is conventional in businesses similar to that of the Company
and pursuant to the generally accepted accounting principles.
	 	 	 



		5.8	The Company’s books, correspondence, papers and documents that belong to the Company or relate to its
interests, shall be kept at the Company’s principal business location, which shall be at the Company’s offices and, any Party to this
Agreement can review and examine them, whether himself or via a representative on his behalf, who is an accountant and/or an Attorney
at Law.
	 	 	 



		5.9	Service providers to the Company will be appointed by the Company CEO (pursuant to the work plan that
will be approved by the Company’s Board of Directors).
	 	 	 



		5.10	[Reserved]
	 	 	 



		5.11	[Reserved]
	 	 	 



		5.12	Zim will provide a bookkeeping system, regular legal consultation, financial management services, and
office services at the Company’s disposal and at its expense (pursuant to the cost to be established and agreed upon as a part of the
immediate work program).
	 	 	 



		5.13	Brenmiller will provide engineers on its behalf at the Company’s disposal and at its expense (pursuant
to the cost to be established and agreed upon as a part of the immediate work program).
	 	 	 



		5.14	The Company will recruit additional employees as necessary.
	 	 	 



		5.15	No management fees will be paid to any of the Shareholders and directors, unless established otherwise
in this Agreement and/or in a written Resolution of the Company’s Shareholders.
	 	 	 



		5.16	The signatory rights in the Company shall be pursuant to a Board of Directors’ Resolutions as shall be
from time to time.



 


		6.	Financing the Company’s Operations and Earnings Distribution



 


		6.1	Financing the Company’s operation shall be on the basis of providing owners’ loans that bear linked annual
interest of 5% (five percent) to be extended by Zim, Brenmiller and Yolan only pursuant to their proportionate share in the Company’s
capital for the purposes of financing equity capital and, in relation to the balance of the capital necessary for the Company’s operations,
via credits and/or loans to be taken from banks and third parties against encumbering its assets and/or against collateral that the Company
will provide and/or against the allocation of the Company’s Ordinary Shares, subject to the adoption of suitable resolutions by the Company’s
competent organs, pursuant to the Company’s Articles of Association. Yoram will not be required to extend owners loans / equity capital
/guarantees or collateral for credit that the Company shall take and the Parties (Zim, Brenmiller and Yolan) will provide the capital
necessary for the operations and he will not be diluted for such action. If any of the other Parties are unable or choose not to extend
their share capital, the Parties will discuss this subject of extending capital in his stead, at an interest rate to be agreed upon between
the Parties.
	 	 	 



		6.2	It has been agreed that, in the initial stage, the Parties (Zim, Brenmiller and Yolan) will provide total
equity capital of NIS 500,000 immediately, each pursuant to his share, including for Yoram Cohen’s share. Within 3 months from the date
of signing this Agreement an annual work plan will be presented to the Company and the Parties will provide additional equity capital
necessary pursuant to the annual plan as aforementioned, pursuant to the mechanisms established in Section 6.1 above.



 






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		6.3	With respect to the relationship between the Parties and themselves, there shall not be any mutual guarantee
and collateral for complying with the financial commitments deriving from this Agreement and each Party is separately liable for complying
with the financial commitments.
	 	 	 



		6.4	The Parties shall be entitled to finance the Company’s operations through a loan from a financial institution.
	 	 	 



		6.5	It has been agreed that, prior to any dividend distribution whatsoever and/or executing any other distribution,
the Company shall repay the to the Shareholders the owners’ loans, which they extended to the Company.
	 	 	 



		6.6	Dividend distributions to the Shareholders, after repaying all the owners’ loans as aforementioned,
must be executed pursuant to the following mechanism: 50% (fifty percent) of the earnings available for distribution must be distributed
as a dividend, provided that a sum sufficient for complying with the financial commitments remains in the bank account for the six-month
period commencing after the date of the dividend distribution. Should there be any dispute regarding this matter, the dispute will be
resolved by a decision of the Company’s Accountant.
	 	 	 



		6.7	If the Company shall be in the red and, it has been resolved to dissolve it, each of the Shareholders
Zim and Brenmiller must provide its share in the Company’s dissolution expenses.



 


		7.	Protection of the Company’s Businesses



 


Each of the Parties undertakes to maintain
all the confidential information that he received and/or shall receive from another party in relation to this Agreement and/or the negotiations
for signing it, not to make any use whatsoever of it and not to exploit it other than for the purposes of executing an engagement related
to this Agreement and not to transfer it to any third party whatsoever. This commitment shall apply without any time restriction. To obviate
any doubt, the aforementioned contains nothing to prevent Brenmiller from continuing its commercial operations, including in the Company’s
operational fields, without any restriction.


 


		8.	Share Transfers



 


		8.1	The sale and/or transfer of shares in the Company must be undertaken subject to the following conditions
and the “the right of first refusal” mechanism and the “the right to tag along” mechanism:
	 	 	 



Any transfer of shares must be executed
in writing (hereinafter – “a share transfer deed”) in the conventional and customary format for this matter, which
must be furnished to the Company together with the transferred shares certificates, should any have been issued. The share transfer deeds
must be signed by the transferor and transferee and the transferor shall be deemed to remain as a shareholder until registering the transferee’s
name in the Company’s Shareholders’ Register in relation to the transferred share.


 


The Company’s shares may not be transferred
to minors, a bankrupt person or the legally incapacitated.


 


		8.2	In any event, the Shareholders shall not be entitled to transfer their shares to any third party whatsoever,
for a consideration or not, and shall be prevented from executing any other disposition, including by a pledge, unless they have received
the Board of Directors’ prior written consent, which shall not be withheld such consent for the transfer, if it is executed pursuant to
the provisions in this Agreement, other than for reasonable reasons which must be detailed in writing in the Board’s decision. A transfer
of shares within any of the corporations of any Party shall be possible, without the Board of Directors approved consent as well as regarding
to recruiting investors of any of the Parties.



 






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Right of First Refusal


 


		8.3	Each Shareholder in the Company shall have the right of first refusal for acquiring the Company’s shares
offered for sale by any of the Company’s Shareholders to any third party. This is pursuant to the following conditions:
	 	 	 



		8.4	A Party to this Agreement who requests selling and/or transferring all or some of his shares in the Company
to a third party, (hereinafter “the Offeror”), must offer the shares that he wishes to sell (hereinafter “the
Offered Shares”), to the other Parties to this Agreement (hereinafter “the Offerees”), at the price and under
the terms of payment as offered him by a third-party, a willing buyer in the free market and in good faith (hereinafter “Third
Party”), pursuant to the following instructions:
	 	 	 



		8.4.1	The Offeror must inform the Offerees, in a registered letter to be sent to the Company and the Shareholders,
of his wish to sell his shares or any part thereof and in which he must detail, in an affidavit, the number of shares offered, their class,
the sum requested for the Offered Shares, the terms of payment, the name of the intended buyer and any other material condition in the
engagement pursuant to which the Offeror intends transferring the Offered Shares to the intended buyer (hereinafter the “Offer
Letter”). The offer is irrevocable until the termination of the date on which the other Shareholders are entitled to accept the
offer as detailed below.
	 	 	 



		8.4.2	Within thirty (30) business days from the date of receiving the Offer Letter, the Offerees, or any of
them, must give notice in a registered letter to be sent to both the Offeror and the Company as to whether they are interested in acquiring
the shares (hereinafter the “Expiration Date of the Right of First Refusal”). A Shareholder who failed to send notice
within the Expiration Date of the Right of First Refusal shall be deemed as having waived his right to acquire his share in the Offered
Shares.
	 	 	 



		8.4.3	On receipt of the agreement of the Offerees, or any of them to acquire all the offered shares at the price,
on the date and under the terms of payment as detailed by the Offeror in the Offer Letter, the Offeror shall be bound to sell the Offered
Shares at the price and under the terms established in the offer within 30 business days from the date of receiving the consent of the
Offerees or any of them.
	 	 	 



		8.4.4	If a notice of exercise is given by more than one Offeree, the Offered Shares must be sold to the Offerees
in a division pursuant to the proportion of their holdings in the paid-up share capital divided by the total number of paid up shares
held by the Offerees who gave notice of their wish to acquire the Offered Shares.
	 	 	 



		8.4.5	If no agreement was given by the Offerees to acquire the Offered Shares under the conditions in the Offer
Letter, the Offeror shall be entitled to sell the Offered Shares to the Third Party, provided that the sale is executed within 40 business
days from the date of the Expiration Date of the Right of First Refusal and that the sale is executed pursuant to the conditions specified
in the Offer Letter without any change or waiver and provided that the Third Party does not compete with the Company’s businesses. If
the Offeror fails to sell the Offered Shares under the conditions present in the Offer Letter within 40 business days, as aforementioned,
or the Offeror asks to amend or change the conditions in the Offer Letter within the aforementioned period, the aforementioned instructions
of the right of first refusal shall apply again.



 






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		8.4.6	In any event, no Party to this Agreement shall be entitled to transfer his rights or any part thereof
to a person who has a criminal record as this term is defined in the Law of Return or to a company under the control of such a person
without the consent of the other Shareholders.
	 	 	 



		8.5	The instructions of the right of first refusal shall not apply to a sale and/or transfer, whether for
a consideration or not, to a corporation that holds 100% of the Transferor’s shares and/or to a corporation in which 100% of the shares
are held by the Transferor and/or by a Shareholder in the Transferor (hereinafter the “Affiliated Transferee”). To obviate
any doubt, it must be clarified that the instructions of the right of first refusal shall apply to any sale or transfer that the Affiliated
Transferee wishes to execute unless the Affiliated Transferee shall transfer his shares to an additional Affiliated Transferee, when these
instructions shall apply to this Affiliated Transferee as well. For clarification purposes – Yoav Kaplan or companies under his
control shall, in this regard, be an Affiliated Transferee with Zim and/or anyone on its behalf.
	 	 	 



		8.6	A prerequisite for transferring shares, whether to an Affiliated Transferee or to Third Party acquirer,
or to any other Transferee, is furnishing a document to the Company in which the Transferee undertakes to accept and comply with the provisions
in this Agreement and the instructions in the Company’s Articles of Association. As long as the Transferee has not accepted his commitments
pursuant to this Agreement and the Company’s Articles of Association in writing, including his commitments pursuant to this section and
the obligation of giving the right of first refusal, the transfer of the shares to the Transferee shall not be approved and he shall not
be deemed to be a Shareholder in the Company.



 


Tagalong Right


 


		8.7	Without derogating from or prejudicing the provisions in Sections 8.1-8.4 above and subject to their content,
if an Offer Letter is sent pursuant to the aforementioned sections, up to the date of Expiration Date of the Right of First Refusal (as
defined above), the Offerees shall be entitled to inform the Offeror that they wish to tagalong in the aforementioned sale together with
the Offeror in a proportionate part of the sale, in the same proportion of the Shareholders’ share in the Company’s issued capital, according
to the matter, under the same conditions as detailed in the Offer Letter.
	 	 	 



		8.8	If only some of the Offerees gave notice of their wish to tagalong in the sale, the selling party must
include those Offerees in the sale.
	 	 	 



		8.9	Should the Offerees or any of them give notice that they are not interested in tagging along in the sale
as aforementioned or did not reply to the Offeror at all within the date specified in Section 8.4.2 above, the Offeror shall be entitled
to sell and transfer the shares to the buyer (together with the Offerees who participated in the sale, should there be any) under the
conditions as detailed in the Offer Letter, within 40 business days from the date of the Expiration Date of the Right of First Refusal.



 




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		8.10	If the Offeror did not sell the Offered Shares to a Third Party within 40 business days from the date
of the Expiration Date of the Right of First Refusal, under the conditions detailed in the Offer Letter and as provided in Section 8.4.5,
the provisions in Sections 8.7-8.9 above will apply again.
	 	 	 



		8.11	The provisions in Sections 8.7-8.9 above shall not apply to transfers to an Affiliated Transferee as defined
in Section 8.5 above. To obviate any doubt, it is hereby clarified that the provisions in the aforementioned sections shall apply to any
sales and/or transfer that an Affiliated Transferee wishes to execute unless the Affiliated Transferee transfers his shares to another
Affiliated Transferee.



 


		9.	Insolvency of any of the Parties



 


If any of the Parties shall, at any
time, be bankrupt or subject to litigation of dissolution and such status is not canceled within 45 days thereafter, the other Parties
shall have the first right (but not obligation), subject to law, to acquire his share in the Company or any part thereof. The consideration
to be paid to the insolvent party against receipt of his share in the Company shall be pursuant to the valuation executed by an external
entity with the deduction of 10%, to the extent that this is possible pursuant to the provisions of the law and/or the relevant judicial
level.


 


	10.	The Separation Mechanism
	 	 



		10.1	At any time in which the Parties have reached a deadlock, the Parties and/or any of them can activate
the mechanism detailed below which would enable separation between the Parties. In such an event, a Shareholder can inform the other Shareholders
of his wish to implement a “by me by you” procedure in writing (hereinafter “BMBY Mechanism”) at the end of
which he would acquire and/or sell his shares in the Company as follows:



 


In any event as aforementioned, Yoram
or Yolan shall be able to choose to join any of the other Parties and to acquire according to their proportionate share together with
the party to which they will join.


 


		10.2	Within 21 days from receipt of the written notice, as aforementioned, regarding a Shareholder’s wish to
implement the BMBY Mechanism or on any other date upon which it shall be agreed otherwise in writing, the Parties must meet at any location
agreed upon between them and, according to his wish, each must submit a signed envelope to an entity to be defined as the coordinator
of the process, in which the offer of each Shareholder, respectively to acquire the shares of the other Shareholder/Shareholders (in this
section hereinafter in this section, “The Offer”).
	 	 	 



		10.3	Each offer must comply with the following conditions:
	 	 	 



		10.3.1	The Offer shall be at a final price that must be paid simultaneously and against transferring the shares
of the other Shareholder/Shareholders. No offer for payment of the consideration for the shares in installments will be accepted.



 




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		10.3.2	The Offer must reflect the sale of the shares in an as-is condition out of an in-depth familiarity of
each Party with the Company, its financial status and its liabilities with each Party fully and finally waiving, vis-à-vis, the
second Party in relation to any claim and special demand etc., allegation and/or contention that should arise, vis-à-vis, him and/or,
vis-à-vis, the Company except for concealing information from the second Party and/or an action in bad faith and apart from any
exemption prohibited by law (such as breach of the obligation of trust).
	 	 	 



		10.3.3	The Offer must be unconditional and without any stipulation for executing any services whatsoever of the
selling Shareholder, vis-à-vis, the Company after executing the sale.
	 	 	 



		10.3.4	Each Shareholder must bear the tax imposed on him pursuant to the law as a result of the sale, should
any apply.
	 	 	 



		10.3.5	Should any offer of any of the Shareholders not comply with these instructions, the second offer, should
there be any, shall be the winning offer in the BMBY Mechanism.
	 	 	 



		10.3.6	The envelopes containing The Offers must be opened in the presence of representatives of all the relevant
Shareholders, and the Shareholder who offered the highest price for the shares of the other Shareholder/shareholders, must acquire the
shares of the other Shareholders pursuant to the conditions in The Offer that they submitted. If there are identical offers, the Parties
must submit an additional offer at the same time in the aforementioned manner and repeat this until one of The Offers shall be at a higher
price (hereinafter the “Winner”).
	 	 	 



		10.3.7	The transaction must be completed within 21 business days from the date of opening the envelopes as aforementioned.
The Shareholders must meet at the winning Shareholder’s offices and furnish share transfer deeds respectively, when they are free and
clean of any encumbrance and/or attachment and/or third-party rights whatsoever, against receipt of the acquisition sum in a banker’s
check to be provided by the acquiring Shareholder at the same time.



 


	11.	The Applicable Law and Judicial Competence
	 	 



		11.1	The laws of the State of Israel, including the Contracts (Remedies in view of Breach of Contract) Law,
5731 – 1970, shall apply to this Agreement.
	 	 	 



		11.2	Mediation, Compromise and Arbitration
	 	 	 



		11.2.1	In the event of any dispute and/or conflict regarding the execution, interpretation, incidence, validity,
compliance to and breach of this Agreement and/or regarding the Company and/or the dissolution of the Company (hereinafter “Legal
Dispute”), the Parties must attempt to settle the argument themselves and/or through their representatives, via attempts at mediation,
compromise and to settle the dispute among them not through litigation.



 




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		11.2.2	If no agreement among the Parties is attained using the aforementioned mediation proceedings within 45
(forty-five) business days from the date on which the Party interested in settling the dispute approached the other Party, the dispute
must be brought for a decision by a single Arbitrator to be appointed with the agreement of the Parties.
	 	 	 



		11.2.3	In the absence of any agreement between the Parties regarding the identity of the Arbitrator as aforementioned,
within 14 (fourteen) days the commencement of which is from the termination of the preceding 14 (fourteen) days, each Party is entitled
to approach the President of the Israeli Institute for Business Arbitration (of the Association of Chambers of Commerce) in order to appoint
an Arbitrator.
	 	 	 



		11.2.4	The Arbitrator shall be subject to the provisions of substantial Israeli law but not to the provisions
regarding the customary procedures and the laws of evidence.
	 	 	 



		11.2.5	Without derogating from the aforementioned generality, the Arbitrator shall be entitled to instruct the
Parties to adopt any action regarding the Company as he deems fit, including regarding its dissolution and/or the manner in which its
assets will be distributed and, to this purpose, the Arbitrator shall also be competent to instruct the Parties to convene a General Meeting
and to vote as shall be established and the Parties undertake to act pursuant to the Arbitrator’s instructions.
	 	 	 



		11.2.6	The Arbitrator shall have to explain his judgment in writing and his decision shall be final and binding
on the Parties.
	 	 	 



		11.2.7	The Arbitrator will be required to give his decision within 30 days (thirty) after the last date on which
the last session took place or the last date on which any of the Parties had to furnish any document whatsoever to the other and/or to
the Arbitrator (whether he furnished it or not), all whichever is the later.
	 	 	 



		11.2.8	In any event, the duration that elapses from the date of appointing the Arbitrator and giving his judgment
shall not be longer than 90 (ninety) days.
	 	 	 



The Parties’ signatures on this Agreement
are as if on the Arbitration Agreement.


 


		11.3	Subject to the aforementioned, the District Court in Tel Aviv shall have the exclusive local judicial
competence in all matters relating to this Agreement.



 


	12.	Miscellaneous
	 	 



		12.1	The Parties undertake to vote and instruct their representatives to vote at the General Meetings and Company
Board of Directors Meetings in a manner that would give relevance and force to the provisions in this Agreement.
	 	 	 



		12.2	The Parties must adopt all additional measures necessary for the purposes of implementing and executing
this Agreement in letter and spirit and must sign any necessary document to this purpose.
	 	 	 



		12.3	This Agreement expresses the full and exhaustive agreement between the Parties regarding the subjects
and matters discussed herein and it replaces and annuls any presentation, negotiations, custom, draft, memorandum of understanding, proposals,
conclusions of discussions, letters of intent and/or commitment and any other document that prevailed or were changed (whether in writing
or oral) on the aforementioned subject and matters, between the Parties, prior to signing this Agreement. The Parties or any of them shall
not be entitled to rely on any presentation, agreement, negotiations, custom, draft, proposals, conclusions of any discussion, letters
of intent and/or commitment and/or any other document as aforementioned, unless they are included in this Agreement or its Appendices
explicitly or were adopted or there was a referral to them in this Agreement or its Appendices. It must be expressly clarified that previous
drafts of this Agreement and/or its Appendices and any previous memorandum of understanding between the Parties will not serve for the
purposes of interpreting this Agreement.



 






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		12.4	Any amendment, change or addendum to this Agreement shall only be valid if made in writing and signed
by all the Parties to the Agreement.
	 	 	 



		12.5	If any provision whatsoever in this Agreement is annulled by any judicial level whatsoever or declared
as lacking any force for any reason whatsoever, the other provisions in this Agreement shall remain in force.
	 	 	 



		12.6	A notice sent pursuant to this Agreement to any of the Parties (or their substitutes) must be sent by
personal delivery only to the Parties’ addresses as detailed in this Agreement and, should a party to whom the notice was sent refused
to accept it, another two attempts must be made to furnish that Party and, if unsuccessful, the notice must be adhered to the entrance
door of his home and, if that Party does not still reside at the address specified in this Agreement, the notice must be furnished to
the address specified at the Ministry of the Interior. It must be clarified that a Party who received a notice in practice through any
other means (such as electronic mail) and confirmed its receipt in writing (for example by return electronic mail), his contention as
to not having received the notice only because it was not furnished to him by personal delivery, will not be heard.



 


In witness whereof, the Parties of hereunto set
their signatures at the aforementioned location and date:


 


	
    Rani Zim Holdings (Pty.) Ltd.

    Co. No: 51-418830-9

    [signature]

     

    Zim
	
    Brenmiller Energy Ltd.

    C.N. 514720374

    [signature]

     

    Brenmiller

	 	 
	
    Yolan Properties and Investments (Pty.) Ltd.

    Co. No 512713603

    [signature]

     

    Yolan
	
     

     

    [signature]

     

    Yoram



 




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This is a translation into English of the official
Hebrew version of the Incorporation Certificate of Rani Zim Sustainable Energy Ltd. In the event of a conflict between the English
and Hebrew texts, the Hebrew text shall prevail.


 


Appendix 4.1


 


Incorporation Certificate


 


RANI ZIM SUSTAINABLE ENERGY LTD


No. 516524915





 


This certificates that the Company:


 


Has been incorporated and registered on January 3, 2022, B’ Shvat
5782


In accordance with the Companies Law 5759 – 1999m as a limited
company


 








	Given in Jerusalem on:	 
	January 4, 2022	 
	B’ Shvat 5782	 
		Ministry of Justice
	 	The register of companies and partnerships
	 	[seal]
	 	 
	 	The Corporations Authorities
	 	[seal]
	 	 
	 	Sigal Golan Atir, Adv.
	 	Corporations Registrar


 


By: Adar Ohayon Aviv, Adv.


 


 


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