Exhibit 10.1


 


	 	Contract number (FI No): 90061
	 	 
	 	Serapis No: 2018-0605



 


NEW
THERMAL STORAGE MANUFACTURING PLANT (EDP)


 


Finance
Contract


 


between
the


 


European
Investment Bank


 


and


 


Brenmiller
Energy Ltd


 


Luxembourg,
31 March 2021


 




     


     


    

 





	WHEREAS:	6
	Article 1	7
	1.1	Interpretation	7
	Article 2	15
	2.1	Amount of Credit	15
	2.2	Disbursement procedure	15
	2.2.1	Tranches	15
	2.2.2	Disbursement Offer	16
	2.2.3	Disbursement Acceptance	16
	2.3	Disbursement Account	16
	2.4	Currency of disbursement	16
	2.5	Conditions of Disbursement	17
	2.5.1	Initial Documentary Conditions
    Precedent	17
	2.5.2	All Tranches - Documentary
    Conditions Precedent	17
	2.5.3	All Tranches – Other
    Conditions	18
	2.5.4	Tranche A – Additional
    Conditions Precedent	18
	2.5.5	Tranche B – Additional
    Conditions Precedent	18
	2.6	Cancellation	19
	2.7	Fee for cancellation of
    an Accepted Tranche	19
	2.8	Cancellation after expiry
    of the Credit	19
	2.9	Non-utilisation fee	19
	2.10	Upfront fee	20
	2.11	Sums due under ‎Article
    2	20
	Article 3	20
	3.1	Amount of Loan	20
	3.2	Currency of repayment, interest
    and other charges	20
	Article 4	20
	4.1	Fixed Rate Tranches	20
	4.2	Royalty Fees	21
	4.3	Interest on overdue sums	21
	Article 5	22
	5.1	Normal repayment	22
	5.1.1	Repayment by instalments	22
	5.2	Voluntary prepayment	22
	5.2.1	Prepayment option	22
	5.2.2	Prepayment Fee	22
	5.2.3	Prepayment mechanics	22
	5.3	Compulsory prepayment	23
	5.3.1	Cost Reduction	23
	5.3.2	Change Events	23
	5.3.3	Illegality	23
	5.3.4	Disposals	24
	5.3.5	Prepayment Fee	24
	5.3.6	Prepayment mechanics	24
	5.4	General	24


 






    2


     


    

 





	Article 6	24
	6.1	Day count
    convention	24
	6.2	Time and place of payment	24
	6.3	No set-off by the Borrower	25
	6.4	Disruption to Payment Systems	25
	6.5	Application of sums received	25
	6.5.1	General	25
	6.5.2	Partial payments	25
	6.5.3	Allocation of sums related
    to Tranches	25
	Article 7	26
	Article 8	26
	8.1	Taxes, duties and fees	26
	8.2	Other charges	26
	8.3	Increased costs, indemnity
    and set-off	27
	Article 9	27

	9.1	Right to demand repayment	27
	9.2	Other rights at law	29
	9.3	Prepayment Fee	29
	9.4	Non-Waiver	29
	Article 10	29
	Article 11	30
	11.1	Governing Law	29
	11.2	Jurisdiction	29
	11.3	Place of performance	29
	11.4	Evidence of sums due	29
	11.5	Entire Agreement	29
	11.6	Invalidity	30
	11.7	Amendments	30
	11.8	Counterparts	30
	11.9	Assignment and transfer
    by the Bank and the Borrower	30
	12.1	Notices	30
	12.1.1	Form of notice	30
	12.1.2	Addresses	31
	12.1.3	Demand after notice to remedy	31
	12.2	English language	31
	Schedule
    A	33
	Investment Specification
    and Reporting	33
	Schedule
    B	36
	Definition of
    EURIBOR	36
	Schedule
    C	37
	Form of Disbursement
    Offer/Acceptance	37


 






    3


     


    

 





	Schedule
    D	39
	Form of Drawdown
    Certificate	39
	Schedule
    E	40
	Form of Compliance
    Certificate	40
	Schedule
    F	41
	Initial Documentary
    Conditions Precedent	41
	Schedule
    G	43
	Representations
    and Warranties	43
	Schedule
    H	48
	General Undertakings	48
	Schedule
    I	57
	Information
    and Visits	57
	Schedule
    J	60
	Financial Covenants	60
	1.	Financial
    covenants	60
	2.	Financial Testing	60
	3.	Definitions	60


 






    4


     


    

 


THIS
CONTRACT IS MADE ON 31 MARCH 2021 BETWEEN:


 


	The
    European Investment Bank having its seat at 100 boulevard Konrad Adenauer, Luxembourg, L-2950 Luxembourg, represented by Donald
    Fitzpatrick and Stefan Becker	 	(the
    “Bank”)
	 	 	 
	and

     
	 	 
	Brenmiller
    Energy Ltd (company number 514720374) a public limited liability company incorporated in Israel, having its registered office at
    Amal 13, Rosh Ha’Ayin, 4809249, Israel, represented by Avi Brennmiller	 	(the
    “Borrower”)


 




    5


     


    

 


WHEREAS:


 


		(A)	The
                                            Borrower has stated that it is undertaking the design and construction of a “first
                                            of a kind” manufacturing plant for the production of innovative thermal energy storage
                                            systems (“TES”) (the “Project”) in Europe, North America
                                            and Africa as more particularly described in the technical description (the “Technical
                                            Description”) set out in Schedule A (Investment Specification and Reporting)
                                            (the “Investment”). The total cost of the Investment, as estimated by
                                            the Bank, is EUR 18,300,000 (eighteen million three hundred thousand euro).



 


		(B)	The
                                            Bank, considering that the financing of the Investment falls within the scope of its functions,
                                            agreed to provide the Borrower with a credit in an amount of EUR 7,500,000 (seven million
                                            five hundred thousand euro) under this finance contract (the “Contract”)
                                            to finance the Investment; provided that the amount of the loan hereunder shall not,
                                            in any case, exceed 50% (fifty per cent.) of the cost of the Investment.



 


		(C)	The
                                            Credit (as defined below) falls under a joint initiative between the Bank and the European
                                            Commission, which is intended as a new Bank financing instrument, to finance inter
                                            alia research projects and research infrastructure under the Horizon 2020 framework
                                            programme of the European Union for Research and Technological Development (2014-2020) (the
                                            “Horizon 2020 Framework EU Programme”).



 


		(D)	The
                                            statute of the Bank provides that the Bank shall ensure that its funds are used as rationally
                                            as possible in the interests of the European Union; and, accordingly, the terms and conditions
                                            of the Bank’s loan operations must be consistent with relevant policies of the European
                                            Union.



 


		(E)	The
                                            Bank considers that access to information plays an essential role in the reduction of environmental
                                            and social risks, including human rights violations, linked to the projects it finances and
                                            has therefore established its transparency policy, the purpose of which is to enhance the
                                            accountability of the Bank’s group towards its stakeholders and the citizens of the
                                            European Union in general.



 


		(F)	The
                                            processing of personal data shall be carried out by the Bank in accordance with applicable
                                            European Union legislation on the protection of individuals with regard to the processing
                                            of personal data by the European Union institutions and bodies and on the free movement of
                                            such data.



 


		(G)	The
                                            Bank supports the implementation of international and EU standards in the field of anti-money
                                            laundering and countering the financing of terrorism and promotes tax good governance standards.
                                            It has established policies and procedures to avoid the risk of misuse of its funds for purposes
                                            which are illegal or abusive in relation to applicable laws. The Bank’s group statement
                                            on tax fraud, tax evasion, tax avoidance, aggressive tax planning, money laundering and financing
                                            of terrorism is available on the Bank’s website and offers further guidance to the
                                            Bank’s contracting counterparties.



 


		(H)	By
                                            entering into this Contract the Borrower acknowledges that the Bank may be bound to comply
                                            with the Sanctions (as defined below) and that it cannot, therefore, amongst others, make
                                            funds available, directly or indirectly, to or for the benefit of a Sanctioned Person (as
                                            defined below).



 




    6


     


    

 


It
is hereby agreed as follows:


 


Article
1


 


Interpretation
and definitions


 


		1.1	Interpretation



 


In
this Contract:


 


		(a)	references
                                            to Articles, Recitals, Schedules and Paragraphs are, save if explicitly stipulated otherwise,
                                            references respectively to articles of, and recitals, schedules and paragraphs of schedules
                                            to, this Contract. All Recitals and Schedules form part of this Contract;



 


		(b)	references
                                            to “law” or “laws” mean (a) any applicable law and any applicable
                                            treaty, constitution, statute, legislation, decree, normative act, rule, regulation, judgement,
                                            order, writ, injunction, determination, award or other legislative or administrative measure
                                            or judicial or arbitral decision in any jurisdiction which is binding or applicable case
                                            law, and (b) EU Law;



 


		(c)	references
                                            to applicable law, applicable laws or applicable jurisdiction means (a) a law or jurisdiction
                                            applicable to the Borrower, its rights and/or obligations (in each case arising out of or
                                            in connection with the Finance Documents), its capacity and/or assets and/or the Investment;
                                            and/or, as applicable, (b) a law or jurisdiction (including in each case the Bank’s
                                            Statute) applicable to the Bank, its rights, obligations, capacity and/or assets;



 


		(d)	references
                                            to a provision of law are references to that provision as amended or re-enacted;



 


		(e)	references
                                            to any other agreement or instrument are references to that other agreement or instrument
                                            as amended, novated, supplemented, extended or restated;



 


		(f)	words
                                            and expressions in plural shall include singular and vice versa;



 


		(g)	a
                                            Default (other than an Event of Default) is “continuing” if it has not been remedied
                                            or waived and an Event of Default is “continuing” if it has not been waived;



 


		(h)	terms
                                            defined in the GDPR (as defined below), including the terms “controller”, “data
                                            subject”, “personal data”, “processing”, and “processor”,
                                            have the same meanings when used in Recital (F),] or Paragraph 27 (Data Protection)
                                            of Schedule G (General Undertakings) of, this Contract; and



 


		(i)	for
                                            the purposes of Paragraph Article 5.3.2(e) (Change Events), the words “control”,
                                            “interest” and “ownership” shall be interpreted as defined by the
                                            relevant sanctions authority in relation with the relevant Sanctions.



 


Definitions


 


In
this Contract:


 


“Accepted
Tranche” means a Tranche in respect of a Disbursement Offer which has been duly accepted by the Borrower in accordance with
its terms on or before the Disbursement Acceptance Deadline


 


“Acting
in Concert” means the “holding or purchase of securities together with others” as defined under the Israeli Securities
Law or acting together pursuant to an agreement or understanding (whether formal or informal).


 


“AML
Criminal Law Directive” means Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on
combating money laundering by criminal law, as amended, supplemented or restated.


 


“AML
Directives” means the 4th and 5th AML Directives and the AML Criminal Law Directive.


 


“4th
and 5th AML Directives” means Directive 2015/849 of the European Parliament and of the Council of 20 May 2015
on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, as amended by Directive
2018/843 of the European Parliament and of the Council of 19 June 2018, and as further amended, supplemented or restated.


 






    7


     


    

 


“Authorisation”
means an authorisation, permit, consent, approval, resolution, licence, exemption, filing, notarisation or registration.


 


“Authorised
Signatory” means a person duly authorised by the board of directors of the Borrower to sign individually or jointly (as the
case may be) Disbursement Acceptances on behalf of the Borrower and named in the most recent List of Authorised Signatories and Accounts
received by the Bank prior to the receipt of the relevant Disbursement Acceptance.


 


“Available
Commitment” means, in relation to a Tranche, the Commtiment under that Tranche minus:


 


		(a)	the
amount of any outstanding disbursements under that Tranche; and



 


		(b)	in
                                            relation to any proposed Utilisation, the amount of any disbursements that are due to be
                                            made under that Tranche on or before the proposed Utilisation Date.



 


“Business
Day” means a day (other than a Friday, Saturday or Sunday) on which the Bank and commercial banks are open for general business
in Luxembourg and Israel.


 


“Cancellation
Fee” means, in relation to the cancellation of an Accepted Tranche by the Borrower, under sub-paragraph (a) of Article 2.7
(Fee for cancellation of an Accepted Tranche), or in relation to an amount cancelled by the Bank under sub-paragraphs (b) or (c)
of Article 2.7 (Fee for cancellation of an Accepted Tranche), a fee of 0.5% (fifty basis points) of the cancelled amount.


 


“Change
in the Beneficial Ownership” means a change in the ultimate ownership or control of the Borrower according to the definition
of “beneficial owner” set out in article 3(6) of Directive 2015/849 of the European Parliament and of the Council of
20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, as amended,
supplemented or restated.


 


“Change-of-Control
Event” means:


 


		(a)	any
                                            person or group of persons Acting in Concert gains Control of the Borrower or of any entity
                                            directly or ultimately Controlling the Borrower; or



 


		(b)	Avi
                                            Brenmiller ceases to be the beneficial owner directly or indirectly through wholly owned
                                            subsidiaries of more than 25% (twenty five percent) of the issued share capital of the Borrower.



 


“Change-of-Law
Event” means the enactment, promulgation, execution or ratification of or any change in or amendment to any law, rule or regulation
(or in the application or official interpretation of any law, rule or regulation) or the imposition of any Sanctions that occurs after
the date of this Contract and which, in the opinion of the Bank, would materially impair an Obligor’s ability to perform its obligations
under the Finance Documents.


 


“Coercion”
means the impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of a party to influence
improperly the actions of a party.


 


“Collusion”
means an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions
of another party.


 


“Compliance
Certificate” means a certificate substantially in the form set out in Schedule E (Form of Compliance Certificate).


 


“Contract
Number” shall mean the Bank generated number identifying this Contract and indicated on the cover page of this Contract after
the letters “FI N°”.


 


“Control”
means the power to direct the activity and/or management and policies of an entity, whether through the ownership of voting capital,
by contract or otherwise and, for the avoidance of doubt, (directly or indirectly) holding 50% (fifty per cent.) or more of (i) the right
to vote at a general meeting of such entity or (ii) the right to appoint a director or the general manager of such entity, in each case
would constitute Control.


 


“Credit”
has the meaning given to it in Article 2.1 (Amount of Credit).


 






    8


     


    

 


“Commitments”
means the Tranche A Commitment and the Tranche B Commitment.


 


“Corruption”
means the offering, giving, receiving or soliciting, directly or indirectly, of anything of value by a party to influence improperly
the actions of another party.


 


“Criminal
Offence” means any of the following illegal activities or activities carried out for illegal purposes: (i) Fraud, Corruption,
Coercion, Collusion or Obstruction, (ii) money laundering, financing of terrorism or tax crimes each as defined in the AML Directives,
and (iii) fraud and other illegal activity against the financial interests of the EU as defined in the PIF Directive.


 


“Default”
means an Event of Default or any event or circumstance specified in Article 9 (Events of Default) which would (with the expiry
of a grace period, the giving of notice, the making of any determination under this Contract or any combination of any of the foregoing)
be an Event of Default.


 


“Delisting
Event” means that pursuant to the rules of the Tel Aviv Stock Exchange or any successor thereto, the shares of the Borrower
are not or cease to be listed, traded or publicly quoted on the Tel Aviv Stock Exchange or any successor thereto for any reason and are
not immediately re-listed, re-traded on exchange or quotation system located in Israel or in the European Union which the Bank has determined
has similar or better trading liquidity and such exchange is otherwise reasonably acceptable to the Bank.


 


“Disbursement
Acceptance” means a copy of the Disbursement Offer duly countersigned by the Borrower.


 


“Disbursement
Acceptance Deadline” means the date and time of expiry of a Disbursement Offer as specified therein.


 


“Disbursement
Account” means, in respect of each Tranche, the bank account set out in the most recent List of Authorised Signatories and
Accounts.


 


“Disbursement
Date” means the date on which disbursement of a Tranche is made by the Bank.


 


“Disbursement
Offer” means a letter substantially in the form set out in Schedule C (Form of Disbursement Offer/Acceptance).


 


“Dispute”
has the meaning given to it in Article 10.2 (Jurisdiction).


 


“Disruption
Event” means either or both of:


 


		(a)	a
                                            material disruption to those payment or communications systems or to those financial markets
                                            which are, in each case, required to operate in order for payments to be made in connection
                                            with this Contract; or



 


		(b)	the
                                            occurrence of any other event which results in a disruption (of a technical or systems-related
                                            nature) to the treasury or payments operations of either the Bank or the Borrower, preventing
                                            that party from:



 


		(i)	performing
                                            its payment obligations under this Contract; or



 


		(ii)	communicating
                                            with other parties in accordance with the terms of this Contract,



 


and
which disruption (in either such case as per (a) or (b) above) is not caused by, and is beyond the control of, the party whose operations
are disrupted.


 


“Environment”
means the following, insofar as they affect human health or social well-being:


 


		(a)	fauna
                                            and flora;



 


		(b)	soil,
                                            water, air, climate and the landscape; and



 


		(c)	cultural
                                            heritage and the built environment,



 


and
includes, without limitation, occupational and community health and safety.


 


“Environmental
Approval” means any Authorisation required by Environmental Law.


 


“Environmental
Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.


 






    9


     


    

 


“Environmental
Law” means any EU Law, Israeli law or any other applicable law including principles and standards, and national laws and regulations,
of which a principal objective is the preservation, protection or improvement of the Environment.


 


“EU
Directives” means the directives of the European Union.


 


“EU
Law” means the acquis communautaire of the European Union as expressed through the
Treaties of the European Union, the regulations, the EU Directives, delegated acts, implementing acts, and the case law of the Court
of Justice of the European Union.


 


“EUR”
or “euro” means the lawful currency of the Member States of the European Union which adopt or have adopted it as their
currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European
Union or their succeeding treaties.


 


“EURIBOR”
has the meaning given to it in Schedule B (Definition of EURIBOR).


 


“Event
of Default” means any of the circumstances, events or occurrences specified in Article 9 (Events
of Default).


 


“Fee
Letter” means the letter from the Bank to the Borrower dated 2 April 2019.


 


“Final
Availability Date” means:


 


		(a)	in
                                            relation to Tranche A, the date falling 12 (twelve) months after the date of this Contract;
                                            and



 


		(b)	in
                                            relation to Tranche B, the date falling 36 (thirty-six) months after the date of this Contract.



 


“Finance
Documents” means this Contract, any Security Document, any Fee Letter and any other document designated a “Finance Document”
by the Borrower and the Bank.


 


“Finance
Lease” means any lease or hire purchase contract which would, in accordance with IFRS in force prior to 1 January 2019, be
treated as a finance or capital lease.


 


“Fixed
Rate” means for Tranche A 5% (500 basis points) per annum and for Tranche B 3% (300 basis points) per annum.


 


“Fixed
Rate Tranche” means a Tranche which is specified as a Fixed Rate Tranche in the relevant Disbursement Offer.


 


“Fraud”
means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party in order
to obtain a financial or other benefit or to avoid an obligation.


 


“GAAP”
means generally accepted accounting principles in Israel, including IFRS.


 


“GDPR”
means General Data Protection Regulation (EU) 2016/679, as amended, supplemented or restated.


 


“Governmental
Grant” shall mean any grant, funding, incentive, subsidy, award, participation, exemption, status, cost sharing arrangement,
reimbursement arrangement or other benefit, relief or privilege, approved, provided or made available including under the authority of
the IIA, the Israeli Energy Ministry, the Ministry, the Israeli Investment Center, the State of Israel or any other applicable authorities,
the BIRD Foundation, the Fund for Encouragement of Marketing Activities of the Israeli Government, the European Union or any other national,
international or bi-national authority or framework (including in the United States of America).


 


“Group”
means the Group Companies, taken together as a whole.


 


“Group
Company” means the Borrower and its Subsidiaries.


 


“Gross
Sales” means the consolidated revenue as reflected in the relevant financial statements of the Borrower, prepared according
to IFRS received by the Borrower, or its Subsidiaries from an independent third party for the sale, licensing, rental or use of any TES’s
or any other product created or contemplated by the Investment, as well as any improvements, modifications, enhancements or derivatives
thereof. For the avoidance of doubt, Gross Sales shall not include revenues deriving from services or sales which do not relate to TES
or other products created or contemplated by the Investment or any improvements, modifications, enhancements or derivatives thereof.


 






    10


     


    

 


“Guarantee
Agreement” means a guarantee and indemnity agreement in form and substance satisfactory to the Bank to be entered into by a
Guarantor as guarantor and the Bank as beneficiary.


 


“Guarantor”
means each Material Subsidiary which enters into a Guarantee Agreement in accordance with sub-paragraph (b) of Paragraph 16 (Guarantees)
of Schedule H (General Undertakings).


 


“Guide
to Procurement” means the Guide to Procurement published on EIB’s website1
that informs the promoters of projects financed in whole or in part by the EIB of the arrangements to be made for procuring
works, goods and services required for the Investment.


 


“Horizon
2020 Framework EU Programme” has the meaning given in Recital (C).


 


“Horizon
2020 Legal Basis” means the Regulation 1291/2013 of the European Parliament and of the Council of 11 December 2013 establishing
Horizon 2020 and Council Decision of 3 December 2013 establishing the specific programme implementing Horizon 2020.


 


“IFRS”
means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial
statements.


 


“IIA”
means the Israel Innovation Authority.


 


“Indebtedness”
means any:


 


		(a)	obligations
                                            for borrowed money;



 


		(b)	indebtedness
                                            under any acceptance credit;



 


		(c)	indebtedness
                                            under any bond, debenture, note or similar instrument;



 


		(d)	instrument
                                            under any bill of exchange;



 


		(e)	indebtedness
                                            in respect of any interest rate or currency swap or forward currency sale or purchase or
                                            other form of interest or currency hedging transaction (including without limit caps, collars
                                            and floors);



 


		(f)	indebtedness
                                            under any Finance Lease;



 


		(g)	indebtedness
                                            (actual or contingent) under any guarantee, bond security, indemnity or other agreement;



 


		(h)	indebtedness
                                            (actual or contingent) under any instrument entered into for the purpose of raising finance;



 


		(i)	indebtedness
                                            in respect of a liability to reimburse a purchaser of any receivables sold or discounted
                                            in the event that any amount of those receivables is not paid;



 


		(j)	indebtedness
                                            arising under a securitisation; or



 


		(k)	other
                                            transaction which has the commercial effect of borrowing.



 


“Intellectual
Property Rights” means intellectual property of every designation (including, without limitation, patents, utility patents,
copyrights, design rights, trademarks, service marks and know how) whether capable of registration or not.


 


“Investment”
has the meaning given to that term in Recital (A).


 


“Israeli
Companies Law” means the Israeli Companies Law, 5759-1999, as amended from time to time.


 


“Israeli
Income Tax Ordinance” means the Israeli Income Tax Ordinance (New Version 1961) as amended from time to time and any regulations
promulgated thereunder.


 





 




1
                                            http://www.eib.org/projects/publications/guide-to-procurement.htm.
                                            Note it is the the version of the Guide in force at the time of the project procurement that
                                            it applicable.




 






    11


     


    

 


“Israeli
Insolvency Law” means the Israeli Insolvency and Rehabilitation Law, 2018 as amended from time to time and any regulations
promulgated thereunder;


 


“Israeli
Securities Law” means the Israeli Securities Law, 1968 as amended from time to time and any regulations promulgated thereunder.


 


“Lead
Organisation” means the European Union, the United Nations and international standard setting organisations including the International
Monetary Fund, the Financial Stability Board, the Financial Action Task Force, the Organisation for Economic Cooperation and Development
and the Global Forum on Transparency and Exchange of Information for Tax Purposes and any successor organisations.


 


“List
of Authorised Signatories and Accounts” means a list, in form and substance satisfactory to the Bank, setting out: (i) the
Authorised Signatories and specifying if they have individual or joint signing authority, (ii) the specimen signatures of such persons,
and (iii) the bank account(s) to which disbursements may be made under this Contract (specified by IBAN code if the country is included
in the IBAN Registry published by SWIFT, or in the appropriate account format in line with the local banking practice), BIC/SWIFT code
of the bank and the name of the bank account(s) beneficiary.


 


“Loan”
means the aggregate of the amounts disbursed from time to time by the Bank under this Contract.


 


“Loan
Outstanding” means the aggregate of the amounts disbursed from time to time by the Bank under this Contract that remains outstanding.


 


“Luxembourg”
means the Grand Duchy of Luxembourg.


 


“Material
Adverse Change” means, any event or change of condition, which, in the opinion of the Bank, has a material adverse effect on:


 


		(a)	the
                                            ability of any Obligor to perform its obligations under the Finance Documents;



 


		(b)	the
                                            business, operations, property, condition (financial or otherwise) or prospects of any Obligor
                                            or the Group as a whole; or



 


		(c)	the
                                            legality, validity or enforceability of, or the effectiveness or ranking of, or the value
                                            of any Security granted to the Bank, or the rights or remedies of the Bank under the Finance
                                            Documents.



 


“Material
Subsidiary” means any Subsidiary from time to time, whose gross revenues, total assets or EBITDA represents not less than 5
% of (i) the consolidated gross revenues of the Group or, (ii) the Total Assets, or, (iii) as the case may be, the consolidated EBITDA
of the Group, as calculated based on the then latest consolidated audited accounts of the Group.


 


“Maturity
Date” means, for each Tranche, the last Repayment Date of that Tranche as specified in the relevant Disbursement Offer, being
not later than 6 years from the Disbursement Date of the relevant Tranche.


 


“Ministry”
means the Israeli Ministry of Economy.


 


“Non-EIB
Financing” includes any loan (save for the Loan and any other direct loans from the Bank to the Borrower), credit bond or other
form of financial indebtedness or any obligation for the payment or repayment of money originally granted to the Borrower) for a term
of more than 3 (three) years.


 


“Obligor”
means the Borrower and any Material Subsidiary.


 


“Obstruction”
means in relation to an investigation into a Coercion, Collusion, Corruption or Fraud in connection with this Loan or the Investment,
(a) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation; and/or threatening, harassing
or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation,
or (b) acts intending to materially impede the exercise of the contractual rights of audit or access to information.


 


“Payment
Date” means the quarterly, semi-annual or annual dates specified in the Disbursement Offer until and including the Maturity
Date, save that, in case any such date is not a Relevant Business Day, it means the following Relevant Business Day, without adjustment
to the interest due under Article 4.1 (Fixed Rate Tranches).


 






    12


     


    

 


“Permitted
Guarantees” means each and every guarantee permitted in accordance with Paragraph 16 (Guarantees) of Schedule H
(General Undertakings).


 


“Permitted
Hedging” has the meaning given to such term in Paragraph 17 (Hedging) of Schedule H (General Undertakings).


 


“Permitted
Indebtedness” means Indebtedness of the Borrower and/or any Group Company which is permitted in accordance with Paragraph 15
(Indebtedness) of Schedule H (General Undertakings).


 


“Permitted
Security” means Security of the Borrower and/or any Group Company which is permitted in accordance with sub-paragraph (c) of
Paragraph 23 (Negative pledge) of Schedule H (General Undertakings).


 


“PIF
Directive” means Directive (EU) 2017/1371 of the European Parliament and of the Council of 5 July 2017 on the fight against
fraud to the Union’s financial interests by means of criminal law as amended, supplemented or restated.


 


“Prepayment
Amount” means the amount of a Tranche to be prepaid by the Borrower in accordance with Articles 5.2 (Voluntary
prepayment), 5.3 (Compulsory prepayment) or 9.1 (Right
to demand repayment).


 


“Prepayment
Date” means the date on which the Borrower proposes or is requested by the Bank, as applicable, to effect prepayment of a Prepayment
Amount.


 


“Prepayment
Event” means any of the events described in Article 5.3 (Compulsory Prepayment).


 


“Prepayment
Fee” means, in relation to a Prepayment Amount in respect of a Tranche, a fee as follows:


 


		(a)	a
                                            fee of 3.5% (350 basis points) of the Prepayment Amount if the Prepayment Date is after the
                                            relevant Disbursement Date but before or on the first anniversary of such Disbursement Date;



 


		(b)	a
                                            fee of 2.5% (250 basis points) of the Prepayment Amount if the Prepayment Date is after the
                                            first anniversary of the relevant Disbursement Date but before or on the second anniversary
                                            of such Disbursement Date;



 


		(c)	a
                                            fee of 2.0% (200 basis points) of the Prepayment Amount if the Prepayment Date is after the
                                            second anniversary of the relevant Disbursement Date but before or on the third anniversary
                                            of such Disbursement Date;



 


		(d)	a
                                            fee of 1.5% (150 basis points) of the Prepayment Amount if the Prepayment Date is after the
                                            third anniversary of the relevant Disbursement Date but before or on the fourth anniversary
                                            of such Disbursement Date; or



 


		(e)	a
                                            fee of 1.0% (100 basis points) of the Prepayment Amount if the Prepayment Date is after the
                                            fourth anniversary of the relevant Disbursement Date but before the Maturity Date,



 


with
such fee being payable on the applicable Prepayment Date.


 


“Prepayment
Notice” means a written notice from the Bank to the Borrower in accordance with Article 5.2.3 (Prepayment mechanics).


 


“Prepayment
Request” means a written request from the Borrower to the Bank to prepay all or part of the Loan Outstanding, in accordance
with Article 5.2.1 (Prepayment option).


 


“Project”
means the design and construction by the Borrower of a “first of a kind” manufacturing plant in Israel for the production
of TES, as set out in Schedule A hereto.


 


“Relevant
Business Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system
which utilises a single shared platform and which was launched on 19 November 2007 (TARGET2) is open for the settlement of payments in
EUR.


 


“Relevant
Period” means each period of 12 (twelve) months ending on or about the last day of the financial quarter.


 






    13


     


    

 


“Relevant
Person” means, with respect to the Borrower or any Material Subsidiary, any member of its management bodies; or any of its
employees or any other person acting on its behalf of or under its control, having the power to give directions and exercise control
with respect to the Loan or the Investment.


 


“Repayment
Date” shall mean each Payment Date specified in the Disbursement Offer for the repayment of a Tranche in accordance with Article 5.1
(Normal repayment).


 


“Repeating
Representations” means each of the representations set out in Schedule G (Representations
and Warranties) other than those Paragraphs thereof which are identified with the words “(Non-repeating)”
at the end of the Paragraphs.


 


“Royalties”
has the meaning given to such term in Clause 4.2.


 


“Royalty
Period” means the periods corresponding to the accounting periods set out in Clause Clause 2, (a)(ii) of Schedule I (Information
and Visits) (and which, for the avoidance of doubt, shall be quarterly as of January 1st 2023).


 


“Royalty
Rate” means 2% (two hundred basis points).


 


“Sanctioned
Person” means any individual or entity (for the avoidance of doubt, the term entity includes, but is not limited to. any government,
group or terrorist organisation) who is a designated target of, or who is otherwise the subject of, Sanctions.


 


“Sanctions”
means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures (including, in particular,
but not limited to, measures in relation to the financing of terrorism) enacted, administered, implemented and/or enforced from time
to time by any of the following:


 


		(a)	the
                                            United Nations, and any agency or person which is duly appointed, empowered or authorised
                                            by the United Nations to enact, administer, implement and/or enforce Sanctions;



 


		(b)	the
                                            European Union, and any agency or person which is duly appointed, empowered or authorised
                                            by the European Union to enact, administer, implement and/or enforce Sanctions; and



 


		(c)	the
                                            United States Department of the Treasury Office of Foreign Asset Control (OFAC), the United
                                            States Department of State and/or the United States Department of Commerce.



 


“Searches”
means as defined in Clause 2.5.2(c).


 


“Security”
means any mortgage, pledge, lien, charge, assignment, hypothecation, or other security interest securing any obligation of any person
or any other agreement or arrangement having a similar effect.


 


“Security
Documents” means:


 


		(a)	the
                                            Israeli law governed (i) first ranking fixed pledge agreement over certain specified equipment
                                            and (ii) the first ranking floating charge over the receivables of the Borrower from the
                                            sale of the TESs, dated on or around the date hereof to be entered into between the Borrower
                                            and the Bank in the form approved by the Bank (the “Equipment and Receivables Pledge
                                            Agreement”);



 


		(b)	any
                                            other document entered into by any Obligor creating or expressed to create any Security over
                                            all or any part of its assets in respect of the obligations of any of the Obligors under
                                            any of the Finance Documents.



 


“Senior
Management Change” means that any Senior Management Personnel has ceased to be actively involved in the management of the Borrower
without the Bank having given its prior written consent to such a change.


 


“Senior
Management Personnel” means each of Avi Brenmiller, Nir Brenmiller and Doron Brenmiller.


 


“Shareholder
Loan Agreement” means the Israeli law governed shareholder loan agreement between Avi Brenmiller as lender and the Borrower
as borrower having an aggregate outstanding amount of up to 3,100,000 NIS (three million and one hundred thousand New Israeli Shekel).


 






    14


     


    

 


“Subsidiary”
means an entity of which the Borrower has direct or indirect control or owns directly or indirectly 50% (fifty per cent.) or more of
the nominal value of its issued share capital or of the voting power therein or similar right of ownership or is entitled to appoint
half or more of the directors or its general manager and “control” for this purpose means the power to direct the management
and the policies of the entity, whether through the ownership of voting capital, by contract or otherwise.


 


“Tax”
means any tax, levy, impost, duty, value added tax or other charge or withholding of a similar nature (including any penalty or interest
payable in connection with any failure to pay or any delay in paying any of the same).


 


“Technical
Description” has the meaning given to it in Recital (A).


 


“TES”
means the innovative thermal energy storage system produced by the Borrower, as set out in Schedule A hereto.


 


“Tranche”
means each disbursement made or to be made under this Contract consisting of Tranche A and Tranche B. In the event that no Disbursement
Acceptance has been received, Tranche shall mean a Tranche as offered under Article 2.2.2 (Disbursement Offer).


 


“Tranche
A” means the first Tranche as described in paragraph (a) of Article 2.2.1 (Tranches), in relation to which royalty fees are
granted to the bank in accordance with Article 4.2 (Royalty Fees) and a Fixed Rate shall be paid in accordance with Article 4.1 (Fixed
Rate Tranches).


 


“Tranche
A Commitment” means EUR4,000,000 (four million euros), to the extent not cancelled, transferred or reduced under this Agreement.


 


“Tranche
B” means the second Tranche as described in paragraph (b) of Article 2.2.1 (Tranches), in relation to which royalty fees are
granted to the bank in accordance with Article 4.2 (Royalty Fees) and a Fixed Rate shall be paid in accordance with Article 4.1 (Fixed
Rate Tranches).


 


“Tranche
B Commitment” means EUR3,500,000 (three million five-hundred thousand euros), to the extent not cancelled, transferred or reduced
under this Agreement.


 


“Voluntary
Non EIB Prepayment” means a voluntary prepayment by any Group Company (for the avoidance of doubt, prepayment shall include
a repurchase, redemption or cancellation where applicable) of a part or the whole of any Non-EIB Financing where:


 


		(a)	such
                                            prepayment is not made within a revolving credit facility (save for the cancellation of the
                                            revolving credit facility); or



 


		(b)	such
                                            prepayment is not made out of the proceeds of a loan or other indebtedness having a term
                                            at least equal to the unexpired term of the Non-EIB Financing prepaid.



 


Article
2


 


Credit
and Disbursements


 


		2.1	Amount
                                            of Credit



 


By
this Contract, the Bank establishes in favour of the Borrower, and the Borrower accepts, a credit in an amount of EUR 7,500,000 (seven
million five hundred thousand euro) for the financing of the Investment (the “Credit”).


 


		2.2	Disbursement
                                            procedure



 


		2.2.1	Tranches



 


Subject
to the terms of this Contract, the Bank shall disburse the Credit in Euros in 2 (two) Tranches, as set out below:


 


		(a)	Tranche
                                            A, in an amount up to the Tranche A Commitment; and



 






    15


     


    

 


		(b)	Tranche
                                            B, in an amount up to the Tranche B Commitment.



 


		2.2.2	Disbursement
                                            Offer



 


Upon
request by the Borrower and subject to Article 2.5 (Conditions of Disbursement), provided that no event mentioned in sub-paragraph
(b) of Article 2.6 (Cancellation) has occurred and is continuing, the Bank shall send to the Borrower a Disbursement Offer
for the disbursement under a Tranche. The latest time for receipt by the Borrower of a Disbursement Offer is 10 (ten) days before the
Final Availability Date. The Disbursement Offer shall specify:


 


		(a)	the
                                            amount of the Tranche, being an amount which is not more than the Available Commitment under
                                            that Tranche and which is a minimum of EUR2,000,000 (two million euros) or, if less, the
                                            Available Commitment under that Tranche;



 


		(b)	the
                                            Disbursement Date, which shall be a Relevant Business Day, falling at least 10 (ten) days
                                            after the date of the Disbursement Offer and on or before the Final Availability Date;



 


		(c)	the
                                            interest rate basis of the Tranche, namely:



 


		(i)	that
                                            it is a Fixed Rate Tranche;



 


		(ii)	the
                                            Fixed Rate; and



 


		(iii)	the
                                            Payment Dates and interest periods;



 


		(d)	the
                                            terms and frequency for repayment of principal;



 


		(e)	first
                                            Repayment Date and the Maturity Date;



 


		(f)	the
                                            Disbursement Acceptance Deadline; and



 


		(g)	the
                                            Royalties payable in relation to the Tranche.



 


		2.2.3	Disbursement
                                            Acceptance



 


		(a)	The
                                            Borrower may accept a Disbursement Offer by delivering a Disbursement Acceptance to the Bank
                                            no later than the Disbursement Acceptance Deadline. The Disbursement Acceptance shall be
                                            signed by an Authorised Signatory with individual representation rights or 2 (two) or more
                                            Authorised Signatories with joint representation right and shall specify the Disbursement
                                            Account to which disbursement under that Tranche should be made in accordance with Article 2.3
                                            (Disbursement Account).



 


		(b)	If
                                            a Disbursement Offer is duly accepted by the Borrower in accordance with its terms on or
                                            before the Disbursement Acceptance Deadline, and provided the conditions in Article 2.5.3
                                            (All Tranches – Other Conditions) are met, the Bank shall make the Accepted
                                            Tranche available to the Borrower in accordance with the relevant Disbursement Offer and
                                            subject to the terms and conditions of this Contract.



 


		(c)	The
                                            Borrower shall be deemed to have refused any Disbursement Offer which has not been duly accepted
                                            in accordance with its terms and the terms of this Contract on or before the Disbursement
                                            Acceptance Deadline, in which case the Tranche shall not be made available to the Borrower
                                            by the Bank, and the Credit shall not be affected.



 


		2.3	Disbursement
                                            Account



 


		(a)	Disbursement
                                            shall be made to the Disbursement Account specified in the relevant Disbursement Acceptance,
                                            provided that such Disbursement Account is acceptable to the Bank.



 


		(b)	Only
                                            one Disbursement Account may be specified for each Tranche.



 


		2.4	Currency
                                            of disbursement



 


The
Bank shall disburse each Tranche in EUR.


 






    16


     


    

 


		2.5	Conditions
                                            of Disbursement



 


		2.5.1	Initial
                                            Documentary Conditions Precedent



 


No
Disbursement Offer will be provided by the Bank under this Contract unless the Bank has confirmed that it has received:


 


		(a)	all
                                            of the documents and other evidence listed in Schedule F (Initial
                                            Documentary Conditions Precedent) in form and substance satisfactory to it;



 


		(b)	a
                                            structure chart showing the Group certified as being complete and correct by an authorised
                                            signatory of the Borrower provided such certification is dated no earlier than the date falling
                                            14 (fourteen) days before the Disbursement Date;



 


		(c)	a
                                            certificate of an authorised signatory of each Obligor certifying that each copy document
                                            relating to it specified in Schedule F (Initial Documentary Conditions Precedent)
                                            is correct, complete and in full force and effect as at a date no earlier than the date falling
                                            14 (fourteen) days before the Disbursement Date; and



 


		(d)	a
                                            legal opinion of Shibolet & Co., legal adviser to the Borrower, addressed to the Bank
                                            in a form satisfactory to the Bank, and dated no earlier than the date falling 14 (fourteen)
                                            days before the Disbursement Date:



 


		(i)	which
                                            includes the Searches on the relevant Obligor conducted on the date of such legal opinion;
                                            and



 


		(ii)	which
                                            includes, among others, opinions on the due incorporation and valid existence of each Obligor,
                                            the authority and capacity of each Obligor to enter into the Finance Documents and perform
                                            its obligations thereunder, non-conflict with constitutional documents and on laws applicable
                                            to companies generally in Israel, no consents, registrations or filings are required (other
                                            than as listed) and no stamp duty is to be paid in respect of the Finance Documents, all
                                            corporate and other action required to be taken has indeed been taken, the due execution
                                            of the Finance Documents, choice of law and enforceability of judgments and that the Obligor
                                            is not entitled to claim immunity.



 


		2.5.2	All
                                            Tranches - Documentary Conditions Precedent



 


No
Disbursement Offer, including the first Disbursement Offer, will be provided by the Bank under this Contract unless the Bank has confirmed
that it has received, in form and substance satisfactory to it:


 


		(a)	a
                                            certificate from the Borrower in the form of Schedule D (Form of Drawdown Certificate),
                                            signed by an Authorised Signatory and dated no earlier than the date falling 14 (fourteen)
                                            days before the Disbursement Date;



 






    17


     


    

 


		(b)	a
                                            liquidity forecast for the next 12 (twelve) months of the Borrower certified by a director
                                            of the Borrower which confirms that the Borrower has sufficient liquidity to pay its debts
                                            as they fall due for at least 12 (twelve) months from the Disbursement Date, which may take
                                            into account the disbursement of the proposed Tranche; and



 


		(c)	searches
                                            against the Borrower at the following registries/websites, to be dated no later than one
                                            Business Day prior to the proposed Disbursement Date (i) MAYA (TASE reporting portal), (ii)
                                            Registrar of Companies and (iii) the Israeli Ministry of Justice, Bankruptcy Register, evidencing
                                            that no filings or disclosures have been made in relation to the insolvency of the Borrower
                                            or any insolvency proceedings relating to the Borrower (collectively, known as the “Searches”).



 


		2.5.3	All
                                            Tranches – Other Conditions



 


The
Bank will only be obliged to make any Accepted Tranche available to the Borrower if on the Disbursement Date for the proposed Tranche:


 


		(a)	the
                                            Repeating Representations are correct in all respects; and



 


		(b)	no
                                            event or circumstance has occurred and is continuing which constitutes or would with the
                                            expiry of a grace period and/or the giving of notice under this Contract constitute:



 


		(i)	an
                                            Event of Default; or



 


		(ii)	a
                                            Prepayment Event other than pursuant to Article 5.3.1 (Cost
                                            Reduction),



 


or
would, in each case, result from the disbursement of the proposed Tranche.


 


		2.5.4	Tranche
                                            A – Additional Conditions Precedent



 


Without
prejudice to the generality of Articles 2.5.1 (Initial Documentary Conditions Precedent) to 2.5.3 (All Tranches – Other
Conditions), no Disbursement Offer will be provided by the Bank under this Contract in respect of Tranche A unless the Bank has confirmed
that it has received in form and substance satisfactory to it:


 


		(a)	Evidence
                                            that no Indebtedness which following the first Disbursement Date would not constitute Permitted
                                            Indebtedness remains outstanding by (or is available to) the Borrower on or prior to the
                                            first Disbursement Date (including, for the avoidance of doubt, that all convertible loans
                                            have been converted);



 


		(b)	Evidence
                                            that all Security, guarantees and indemnities granted by the Borrower which following the
                                            first Disbursement Date would not constitute Permitted Security or Permitted Guarantees will
                                            be irrevocably removed, released and discharged and de-registered on or prior to the first
                                            Disbursement Date;



 


		(c)	Evidence
                                            that the Borrower has obtained a contribution in cash by way of capital contribution in an
                                            amount equal to at least EUR4,000,000 (four million euro) (out of which at least EUR2,000,000
                                            (two millions euro) has been contributed after 1 January 2021)) by the first Disbursement
                                            Date, to be applied simultaneously with the Loan under Tranche A towards the Investment;and



 


		(d)	Evidence
                                            that the Borrower is qualified under ISO certification standard that is related to the Borrower’s
                                            business and operations. Evidence that the Borrower holds a valid business license (temporary
                                            or permanent), all Environmental Approvals (including any toxins permit and emissions permit,
                                            if so required) and all other Authorisations, in each case that are required to enable the
                                            Borrower to operate the manufacturing plant which is the object of this Credit at Dimona
                                            industrial park, Israel.



 


		2.5.5	Tranche
                                            B – Additional Conditions Precedent



 


Without
prejudice to the generality of Articles 2.5.1 (Initial Documentary Conditions Precedent) to 2.5.3 (All Tranches – Other
Conditions), no Disbursement Offer will be provided by the Bank under this Contract in respect of Tranche B unless Tranche A has
been disbursed and the Bank has confirmed that it has received in form and substance satisfactory to it:


 


		(a)	Evidence
                                            that, following the date of this Agreement, the Borrower has obtained an aggregate contribution
                                            in cash by way of capital contribution in an amount equal to at least 100% of Tranche B by
                                            the relevant Disbursement Date to be applied simultaneously with the Loan under Tranche B
                                            towards the Investment (it being understood, for the avoidance of doubt, that any amount
                                            that has been applied to meet the test set out in sub-paragraph 2.5.4.(c) above shall not
                                            be taken into account for the purposes of this sub-paragraph 2.5.5(a));



 


		(b)	minimum
                                            cumulated offtake orders of 730m3 of storage modules equivalent to around 50 MWht of thermal
                                            storage capacity (with an average conversion rate of 15 m3 per MWht);



 


		(c)	A
                                            copy of a duly executed agreement with a third party (dated after the cut-off date of 31st
                                            August 2020) for at least one project outside Israel with a minimum order of 266 m3 of storage
                                            modules or 20 (266 m3 divided by 15 m3 per MWh) MWht thermal storage capacity; and



 






    18


     


    

 


		(d)	Evidence
                                            that the cumulative revenues of the Borrower for the Relevant Period immediately preceding
                                            the relevant Disbursement Date amount to at least EUR 4,000,000 (four million euros).



 


		2.6	Cancellation



 


		(a)	The
                                            Borrower may send a written notice to the Bank requesting the cancellation of the undisbursed
                                            portion of the Credit. The written notice:



 


		(i)	must
                                            specify whether the Borrower would like to cancel the undisbursed portion of the Credit in
                                            whole or in part and, if in part, the amount of the Credit the Borrower would like to cancel;
                                            and



 


		(ii)	must
                                            not relate to an Accepted Tranche which has a Disbursement Date falling within 5 (five) Business
                                            Days of the date of the written notice.



 


Upon
receipt of such written notice, the Bank shall cancel the requested undisbursed portion of the Credit with immediate effect.


 


		(b)	At
                                            any time upon the occurrence of the following events, the Bank may notify the Borrower in
                                            writing that the undisbursed portion of the Credit shall be cancelled in whole or in part:



 


		(i)	a
                                            Prepayment Event, which for the avoidance of doubt and only in case of event pursuant to
                                            Article 5.3.1 (Cost reduction), by an amount equal to the amount by which it is entitled
                                            to cancel the Credit;



 


		(ii)	an
                                            Event of Default; or



 


		(iii)	an
                                            event or circumstance which would with the passage of time or giving of notice under this
                                            Contract constitute a Prepayment Event other than pursuant to Article 5.3.1 (Cost
                                            reduction) or an Event of Default.



 


On
the date of such written notification the relevant undisbursed portion of the Credit shall be cancelled with immediate effect.


 


		2.7	Fee
                                            for cancellation of an Accepted Tranche



 


		(a)	If
                                            pursuant to sub-paragraph (a) of Article 2.6 (Cancellation) the Borrower cancels
                                            an Accepted Tranche, the Borrower shall pay to the Bank the Cancellation Fee.



 


		(b)	If
                                            pursuant to sub-paragraph (b) of Article 2.6 (Cancellation) the Bank cancels all or
                                            part of an Accepted Tranche, the Borrower shall pay to the Bank the Cancellation Fee.



 


		(c)	If
                                            an Accepted Tranche is not disbursed on the Disbursement Date because the conditions precedent
                                            set out in Article 2.5.3 (All Tranches –
                                            Other Conditions) are not satisfied on such date, such Tranche shall be cancelled
                                            and the Borrower shall pay to the Bank the relevant Cancellation Fee.



 


		2.8	Cancellation
                                            after expiry of the Credit



 


On
the day following the Final Availability Date, and unless otherwise specifically agreed to in writing by the Bank, any part of the Credit
in respect of which no Disbursement Acceptance has been received in accordance with Article 2.2.3 (Disbursement Acceptance)
shall be automatically cancelled, without any notice being served by the Bank to the Borrower.


 


		2.9	Non-utilisation
                                            fee



 


		(a)	If
                                            no disbursement is made within 6 (six) months from the date of this Contract or in case the
                                            Credit is cancelled in full under Article 2.6 (Cancellation) prior to the expiry
                                            of this term, the Borrower shall pay to the Bank a one-off contractual non-utilisation fee
                                            of 1% (100 basis points) of the Credit, aggregating to EUR75,000 (seventy-five thousand euros
                                            (the Non-utilisation Fee).



 






    19


     


    

 


		(b)	The
                                            Non-Utilisation Fee shall be payable by the Borrower to the Bank within 15 (fifteen) days
                                            of the Borrower’s receipt of the Bank’s demand or within any longer period specified
                                            in the Bank’s demand.



 


		(c)	If
                                            the date on which the Non-utilisation Fee is due to be paid is not a Relevant Business Day,
                                            payment shall be made on the next day, if any, of that calendar month that is a Relevant
                                            Business Day or, failing that, the nearest preceding day that is a Relevant Business Day,
                                            in all cases with a corresponding adjustment to the amount of non-utilisation fee due.



 


		(d)	For
                                            the avoidance of doubt, the Non-Utilisation Fee payable under this Article 2.9 (Non-utilisation
                                            Fee) is independent of any other fees stipulated in this Contract.



 


		2.10	Upfront
                                            fee



 


		(a)	The
                                            Borrower shall pay to the Bank a one-off contractual upfront fee equal to 0.75% (seventy-five
                                            basis points) of the Credit (the Upfront Fee).



 


		(b)	The
                                            Borrower shall pay the Upfront Fee to the Bank within 10 (ten) Business Days of signing of
                                            this Contract (and provide evidence thereof to the Bank, in form and substance satisfactory
                                            to the Bank).



 


		2.11	Sums
                                            due under Article 2



 


Sums
due under Article 2.5.4 (Cancellation), Article 2.9 (non-utilisation fee) and Article
2.10 (upfront fee) shall be payable in EUR. Sums due under Article 2.7 (Fee for Cancellation of
an Accepted Tranche) shall be payable within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand
or within any longer period specified in the Bank’s demand.


 


Article
3


 


The
Loan


 


		3.1	Amount
                                            of Loan



 


The
Loan shall comprise the aggregate amount of Tranches disbursed by the Bank under the Credit.


 


		3.2	Currency
                                            of repayment, interest and other charges



 


		(a)	Interest,
                                            repayments and other charges payable in respect of each Tranche shall be made by the Borrower
                                            in EUR.



 


		(b)	Any
                                            other payment shall be made in the currency specified by the Bank having regard to the currency
                                            of the expenditure to be reimbursed by means of that payment.



 


Article
4


 


Interest


 


		4.1	Fixed
                                            Rate Tranches



 


The
Borrower shall pay interest on the outstanding balance of each Fixed Rate Tranche at the Fixed Rate quarterly, semi-annually or annually
in arrear on the relevant Payment Dates specified in the Disbursement Offer, and calculated on the basis of Article 6.1 (Day
count convention). If the period from the Disbursement Date to the first Payment Date is 15 (fifteen) days or less then the
payment of interest accrued during such period shall be postponed to the following Payment Date.


 






    20


     


    

 


		4.2	Royalty
                                            Fees



 


In
addition to the interest payable pursuant to Articles 4.1 (Fixed Rate Tranches) above, the Borrower shall pay to the Bank royalties
calculated at the Royalty Rate on all Gross Sales (the Royalties) for each Royalty Period. The Royalties shall be payable until
the Bank has received Royalties in an amount which aggregates to the highest amount of disbursements which has been at any time outstanding
under this Contract (the Royalty Cap).


 


For
the avoidance of doubt, the Royalties payable under this Article 4.2 (Royalty Fees) is independent of any other fees or interest stipulated
in this Contract. The obligation of the Borrower to pay Royalties shall subsist even after the Credit has been repaid, prepaid or cancelled,
until the Royalty Cap is reached.


 


Royalties
shall be paid in Euro within 90 days of the end of each successive Royalty Period (the Royalty Payment Date) and shall be made
by wire transfer of immediately available funds in accordance with Article 6 (payments) below or to such account or accounts designated
by the Bank from time to time.


 


The
Borrower shall pay any Royalties due to the Bank gross without deduction of any withholding or other incomes taxes and if subject to
withholding or other incomes taxes the Borrower shall ensure that a sum is paid to the Bank as shall, after deduction of any withholding
or other income tax, the equivalent to the Royalties otherwise payable under this Contract.


 


For
the purpose of converting any Royalties that are due to the Bank into Euro from the local curreny, the rate of exchange to be applied
shall be the rate of exchange used by the Bank in its usual course of business as at the close of business on the date when the relevant
payment first become due.


 


At
the same time as payment of Royalties falls due, the Borrower shall submit or cause to be submitted, to the Bank a statement in writing
recording the calculation of those royalties payable as reflected in the Borrower’s published financial statements:


 


		(a)	the
                                            number of TES’s which have been sold or licenced by the Borrower or any of the Borrower’s
                                            affiliates during the previous Royalty Period;



 


		(b)	the
                                            number of TES’s which have been manufactured by the Borrower or any of the Borrower’s
                                            affiliates during the previous Royalty Period but not yet sold or licenced and which are
                                            considered finished goods;



 


		(c)	the
                                            Gross Sales of each TES’s sold or licenced by the Borrower or any of the Borrower’s
                                            affiliates during the previous Royalty Period; and



 


		(d)	the
                                            amount of royalties due and payable and the amount of any tax deductible or due to be deducted
                                            from those figures.



 


The
Borrower shall keep such full, true and accurate records and books of account as may be necessary for the purpose of showing the amounts
payable to the Bank hereunder, including records relating to revenue receipts. Such records and books shall be available, at all reasonable
times and upon reasonable notice during the term of this Contract plus six years, to inspection and audit by the Bank, or its duly authorised
agent or representative, who shall be entitled to take copies of, or extracts from, the records and books and in the event that an inspection
or audit should reveal a discrepancy in the royalties paid from those payable under this Contract, the Borrower shall make up the shortfall
within 30 days after receipt of invoice for that amount from the Bank.


 


		4.3	Interest
                                            on overdue sums



 


Without
prejudice to Article 9 (Events of default) and by way of exception to Article 4.1 (Fixed Rate Tranches), if the Borrower
fails to pay any amount payable by it under the Contract on its due date, interest shall accrue on any such overdue amount from the due
date to the date of actual payment at an annual rate equal to:


 


		(a)	for
                                            overdue sums related to Fixed Rate Tranches, the higher of (a) the applicable Fixed Rate
                                            plus 2% (200 basis points) or (b) EURIBOR plus 2% (200 basis points);



 






    21


     


    

 


		(b)	for
                                            overdue sums other than under sub-paragraph (a) of Article 4.3 (Interest on overdue
                                            sums) above, EURIBOR plus 2% (200 basis points),



 


and
shall be payable in accordance with the demand of the Bank. For the purpose of determining EURIBOR in relation to this Article 4.3
(Interest on overdue sums), the relevant periods within the meaning of Schedule B (Definition of EURIBOR) shall be successive
periods of one month commencing on the due date. Any unpaid but due interest may be capitalised in conformity with article 1154
of the Luxembourg Civil Code. For the avoidance of doubt, capitalisation of interest shall occur only for interest due but unpaid for
a period of more than one year. The Borrower hereby agrees in advance to have the unpaid interest due for a period of more than one year
compounded and that as of the capitalisation, such unpaid interest will in turn produce interest at the interest rate set out in this
Article 4.3 (Interest on overdue sums).


 


If
the overdue sum is in a currency other than the currency of the Loan, the relevant interbank rate that is generally retained by the Bank
for transactions in that currency plus 2% (200 basis points) shall apply, calculated in accordance with the market practice for such
rate.


 


Article
5


 


Repayment


 


		5.1	Normal
                                            repayment



 


		5.1.1	Repayment
                                            by instalments



 


The
Borrower shall repay each Tranche by equal annual instalments of principal together with all other amounts outstanding under this Contract
in relation to that Tranche on the Repayment Date(s) specified in the relevant Disbursement Offer.


 


The
first Repayment Date of each Tranche shall fall on the first Repayment Date immediately following the third anniversary of the Disbursement
Date of the Tranche. The last Repayment Date of each Tranche shall be a Repayment Date falling 6 years from the relevant Disbursement
Date.


 


		5.2	Voluntary
                                            prepayment



 


		5.2.1	Prepayment
                                            option



 


		(a)	Subject
                                            to Articles 5.2.2 (Prepayment Fee) and 5.4 (General),
                                            the Borrower may prepay all or part of any Tranche, together with accrued interest, any Prepayment
                                            Fee and indemnities if any, upon giving a Prepayment Request with at least 30 (thirty) calendar
                                            days’ prior notice specifying:



 


		(i)	the
                                            Prepayment Amount;



 


		(ii)	the
                                            Prepayment Date;



 


		(iii)	if
                                            applicable, the choice of application method of the Prepayment Amount in line with sub-paragraph (a)(i)
                                            of Article 6.5.3 (Allocation of sums related to Tranches); and



 


		(iv)	the
                                            Contract Number.



 


		(b)	The
                                            Prepayment Request shall be irrevocable.



 


		5.2.2	Prepayment
                                            Fee



 


If
the Borrower prepays a Tranche, the Borrower shall pay the relevant Prepayment Fee on the Prepayment Date.


 


		5.2.3	Prepayment
                                            mechanics



 


Upon
presentation by the Borrower to the Bank of a Prepayment Request, the Bank shall issue a Prepayment Notice to the Borrower, not later
than 15 (fifteen) days prior to the Prepayment Date. The Prepayment Notice shall specify the Prepayment Amount, the accrued interest
due thereon, the Prepayment Fee and the method of application of the Prepayment Amount. If the Prepayment Notice specifies Prepayment
Fee, it shall also specify the deadline by which the Borrower may accept the Prepayment Notice, and the Borrower must accept the Prepayment
Notice no later than such deadline as a condition to prepayment.


 






    22


     


    

 


The
Borrower shall make a prepayment in accordance with the Prepayment Notice and shall accompany the prepayment by the payment of accrued
interest and Prepayment Fee or indemnity, if any, due on the Prepayment Amount, as specified in the Prepayment Notice, and shall identify
the Contract Number in the prepayment transfer.


 


		5.3	Compulsory
                                            prepayment 



 


		5.3.1	Cost
                                            Reduction



 


If
the total cost of the Investment at completion by the final date specified in the Technical Description falls below the figure stated
in Recital (A) so that the amount of the Credit exceeds 50% (fifty per cent.) of such total cost, the Bank may forthwith, by notice
to the Borrower, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding up to the amount by which
the Credit exceeds 50% (fifty per cent.) of the total cost of the Investment.


 


		5.3.2	Change
                                            Events



 


The
Borrower shall promptly inform the Bank if:


 


		(a)	a
                                            Change-of-Control Event has occurred or is likely to occur in respect of itself;



 


		(b)	a
                                            Delisting Event has occurred or is likely to occur;



 


		(c)	there
                                            is or is likely to be an enactment, promulgation, execution or ratification of or any change
                                            in or amendment to any law, rule or regulation (or in the application or official interpretation
                                            of any law, rule or regulation) that occurs or is likely to occur after the date of this
                                            Contract and which, in the opinion of the Borrower, would impair an Obligor’s ability
                                            to perform its obligations under the Finance Documents;



 


		(d)	a
                                            Senior Management Change has occurred or is likely to occur; or



 


		(e)	any
                                            person having direct or indirect control or holding interest or ownership of the Borrower
                                            (including for the avoidance of doubt any Shareholder) or any other Obligor becomes a Sanctioned
                                            Person; or any Sanctioned Person, directly or indirectly, gains control, interest or ownership
                                            of the Borrower or any other Obligor (“Sanction Event”).



 


In
such case, or if the Bank has reasonable cause to believe that a Change-of-Control Event, a Delisting Event, a Change-of-Law Event, a
Senior Management Change or a Sanction Event has occurred or is likely to occur, the Borrower shall, on request of the Bank, consult
with the Bank as to the impact of such event. If 30 (thirty) days have passed since the date of such request and the Bank is of the opinion
that the effects of such event cannot be mitigated to its satisfaction, or in any event if a Change-of-Control Event, Delisting Event,
Change-of-Law Event, Senior Management Change or Sanction Event has actually occurred, the Bank may by notice to the Borrower, cancel
the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding, together with accrued interest and all other
amounts accrued or outstanding under this Contract.


 


		5.3.3	Illegality



 


If
it becomes unlawful in any applicable jurisdiction, or it becomes or is likely to become contrary to any Sanctions, for the Bank to perform
any of its obligations as contemplated in this Contract or to fund or maintain the Loan, the Bank shall promptly notify the Borrower
and may immediately cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding, together with accrued
interest and all other amounts accrued or outstanding under this Contract.


 






    23


     


    

 


		5.3.4	Disposals



 


If
the Borrower disposes of assets forming part of the Investment or over which Security is given, or shares in subsidiaries holding assets
forming part of the Investment or over which Security is given, without the approval of the Bank, the Borrower shall apply all proceeds
of such disposal to prepay the Loan Outstanding (in part or in whole), together with accrued interest, promptly following receipt of
such proceeds in accordance with sub-paragraph (b) of Paragraph 7 (Disposal of assets)
of Schedule H (General Undertakings).


 


		5.3.5	Prepayment
                                            Fee



 


In
the case of a Prepayment Event in relation to a Tranche, the Borrower shall pay the relevant Prepayment Fee.


 


		5.3.6	Prepayment
                                            mechanics



 


Any
sum demanded by the Bank pursuant to Articles 5.3.1 (Cost Reduction) to 5.3.3 (Illegality) shall be paid on the date indicated
by the Bank in its notice of demand, such date being a date falling not less than 30 (thirty) days from the date of the demand (or, if
earlier, the last day of any applicable grace period permitted by law in respect of the event in Article 5.3.3 (Illegality)).


 


		5.4	General



 


		(a)	A
                                            repaid or prepaid amount may not be reborrowed.



 


		(b)	If
                                            the Borrower prepays a Tranche on a date other than a relevant Payment Date, or if the Bank
                                            exceptionally accepts, solely upon the Bank’s discretion, a Prepayment Request with
                                            prior notice of less than 30 (thirty) calendar days, the Borrower shall pay to the Bank an
                                            administrative fee in such an amount as the Bank shall notify to the Borrower.



 


Article
6


 


Payments


 


		6.1	Day
                                            count convention



 


Any
amount due under this Contract and calculated in respect of a fraction of a year shall be determined based on a year of 360 (three hundred
and sixty) days and a month of 30 (thirty) days.


 


		6.2	Time
                                            and place of payment



 


		(a)	If
                                            neither this Contract nor the Bank’s demand specifies a due date, all sums other than
                                            sums of interest, indemnity and principal are payable within 15 (fifteen) days of the Borrower’s
                                            receipt of the Bank’s demand.



 


		(b)	Each
                                            sum payable by the Borrower under this Contract shall be paid to the following account:



 


	 	Bank:
	European
    Investment Bank
	 	City:	Luxembourg
	 	Account
    number:	LU92
    9980 0000 0000 0001
	 	SWIFT
    Code/BIC:	BEILLULLXXX
	 	Remark:	/RT
    or direct via TARGET2 (DVT),


 


or
such other account notified by the Bank to the Borrower.


 


		(c)	The
                                            Borrower shall provide the Contract Number as a reference for each payment made under this
                                            Contract.



 






    24


     


    

 


		(d)	Any
                                            disbursements by and payments to the Bank under this Contract shall be made using account(s)
                                            acceptable to the Bank. Any account in the name of the Borrower held with a duly authorised
                                            financial institution in the jurisdiction where the Borrower is incorporated or where the
                                            Investment is undertaken is deemed acceptable to the Bank.



 


		6.3	No
                                            set-off by the Borrower



 


All
payments to be made by the Borrower under this Contract shall be calculated and be made without (and free and clear of any deduction
for) set-off (including statutory set-off) or counterclaim.


 


		6.4	Disruption
                                            to Payment Systems



 


If
either the Bank determines (in its discretion) that a Disruption Event has occurred or the Bank is notified by the Borrower that a Disruption
Event has occurred:


 


		(a)	the
                                            Bank may, and shall if requested to do so by the Borrower, consult with the Borrower with
                                            a view to agreeing with the Borrower such changes to the operation or administration of the
                                            Contract as the Bank may deem necessary in the circumstances;



 


		(b)	the
                                            Bank shall not be obliged to consult with the Borrower in relation to any changes mentioned
                                            in sub-paragraph (a) of Article 6.4 (Disruption to Payment Systems) above if, in its
                                            opinion, it is not practicable to do so in the circumstances and, in any event, shall have
                                            no obligation to agree to such changes; and



 


		(c)	the
                                            Bank shall not be liable for any damages, costs or losses whatsoever arising as a result
                                            of a Disruption Event or for taking or not taking any action pursuant to or in connection
                                            with this Article 6.4 (Disruption to Payment Systems).



 


		6.5	Application
                                            of sums received



 


		6.5.1	General



 


Sums
received from the Borrower shall only discharge its payment obligations if and when received in accordance with the terms of this Contract.


 


		6.5.2	Partial
                                            payments



 


If
the Bank receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under this Contract,
the Bank shall apply that payment in or towards payment of:


 


		(a)	first,
                                            any unpaid fees, costs, indemnities and expenses due under this Contract;



 


		(b)	secondly,
                                            any accrued interest due but unpaid under this Contract;



 


		(c)	thirdly,
                                            any principal due but unpaid under this Contract; and



 


		(d)	fourthly,
                                            any other sum due but unpaid under this Contract.



 


		6.5.3	Allocation
                                            of sums related to Tranches



 


		(a)	In
                                            case of:



 


		(i)	a
                                            partial voluntary prepayment of a Tranche that is subject to a repayment in several instalments,
                                            the Prepayment Amount shall be applied pro rata
                                            to each outstanding instalment, or, at the request of the Borrower, in inverse order of maturity,



 


		(ii)	a
                                            partial compulsory prepayment of a Tranche that is subject to a repayment in several instalments,
                                            the amount prepaid shall be applied pro rata in reduction of each outstanding instalment.



 


		(b)	Sums
                                            received by the Bank following a demand under Article 9.1 (Right
                                            to demand repayment) and applied to a Tranche, shall reduce the outstanding instalments
                                            in inverse order of maturity. The Bank may apply sums received between Tranches at its discretion.



 






    25


     


    

 


		(c)	In
                                            case of receipt of sums which cannot be identified as applicable to a specific Tranche, and
                                            on which there is no agreement between the Bank and the Borrower on their application, the
                                            Bank may apply these between Tranches at its discretion.



 


Article
7


 


Borrower
undertakings, financial covenants and representations


 


		(a)	The
                                            Borrower makes the representations and warranties set out in Schedule G (Representations
                                            and Warranties) to the Bank on the date of this Contract in respect of itself and, where
                                            applicable, the other Obligors.



 


		(b)	The
                                            Repeating Representations are deemed to be made by the Borrower (in respect of itself and,
                                            where applicable, the other Obligors) on the date of each Disbursement Acceptance, each Disbursement
                                            Date and each Payment Date by reference to the facts and circumstances then existing.



 


		(c)	The
                                            undertakings in Schedule H (General Undertakings)
                                            and Schedule I (Information and Visits) remain
                                            in force from the date of this Contract for so long as any amount is outstanding under this
                                            Contract or the Credit is available.



 


		(d)	The
                                            Borrower shall ensure compliance with the Financial Ratio in accordance with Schedule J (Financial
                                            Covenants).



 


Article
8


 


Charges
and expenses


 


		8.1	Taxes,
                                            duties and fees



 


The
Borrower shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees, arising
out of the execution or implementation of each Finance Document or any related document and in the creation, perfection, registration
or enforcement of any security for the Loan to the extent applicable.


 


The
Borrower shall pay all principal, interest, indemnities and other amounts due under this Contract gross without any withholding or deduction
of any national or local impositions whatsoever, provided that if the Borrower is required by law or an agreement with a governmental
authority or otherwise to make any such withholding or deduction, it will gross up the payment to the Bank so that after withholding
or deduction, the net amount received by the Bank is equivalent to the sum due.


 


		8.2	Other
                                            charges



 


The
Borrower shall bear all charges, fees and expenses, including professional, legal, banking or exchange charges, registration fees and
translation fees incurred in connection with the preparation, execution, implementation, enforcement and termination of the Finance Documents
(including, but not limited to, any Guarantee Agreement entered into pursuant to Paragraph 16 (Guarantees) of Schedule H (General
Undertakings)) or any related document, any amendment, supplement or waiver in respect of the Finance Documents or any related document,
and in the amendment, creation, management, enforcement and realisation of any security for the Loan.


 






    26


     


    

 


		8.3	Increased
                                            costs, indemnity and set-off



 


		(a)	The
                                            Borrower shall pay to the Bank any costs or expenses incurred or suffered by the Bank as
                                            a consequence of the introduction of or any change in (or in the interpretation, administration
                                            or application of) any law or regulation or compliance with any law or regulation which occurs
                                            after the date of this Contract, in accordance with or as a result of which (i) the Bank
                                            is obliged to incur additional costs in order to fund or perform its obligations under this
                                            Contract, or (ii) any amount owed to the Bank under this Contract or the financial income
                                            resulting from the granting of the Credit or the Loan by the Bank to the Borrower is reduced
                                            or eliminated.



 


		(b)	Without
                                            prejudice to any other rights of the Bank under this Contract or under any applicable law,
                                            the Borrower shall indemnify and hold the Bank harmless from and against any loss incurred
                                            as a result of any full or partial discharge that takes place in a manner other than as expressly
                                            set out in this Contract.



 


		(c)	The
                                            Bank may set off any matured obligation due from the Borrower under this Contract (to the
                                            extent beneficially owned by the Bank) against any obligation (whether or not matured) owed
                                            by the Bank to the Borrower regardless of the place of payment, booking branch or currency
                                            of either obligation. If the obligations are in different currencies, the Bank may convert
                                            either obligation at a market rate of exchange in its usual course of business for the purpose
                                            of the set-off. If either obligation is unliquidated or unascertained, the Bank may set off
                                            in an amount estimated by it in good faith to be the amount of that obligation.



 


Article
9


 


Events
of default


 


		9.1	Right
                                            to demand repayment



 


The
Bank may demand (in writing) without prior notice (mise en demeure préalable)
or any judicial or extra judicial step immediate repayment by the Borrower of all or part of the Loan Outstanding (as requested by the
Bank), together with accrued interest, any Prepayment Fee, any Royalties and all other accrued or outstanding amounts under this Contract
and may take such others steps as it sees fit including enforcing the Security under the Security Documents, if:


 


		(a)	any
                                            amount payable pursuant to any Finance Document is not paid on the due date at the place
                                            and in the currency in which it is expressed to be payable, unless (i) its failure to pay
                                            is caused by an administrative or technical error or a Disruption Event and (ii) payment
                                            is made within 3 (three) Business Days of its due date;



 


		(b)	any
                                            information or document given to the Bank by or on behalf of any Obligor or any representation,
                                            warranty or statement made or deemed to be made by the Borrower in, pursuant to or for the
                                            purpose of entering into any Finance Document or in connection with the negotiation or performance
                                            of any Finance Document is or proves to have been incorrect, incomplete or misleading in
                                            any material respect;



 


		(c)	following
                                            any default of any Obligor in relation to any loan, or any obligation arising out of any
                                            financial transaction, other than the Loan,



 


		(i)	such
                                            Obligor is required or is capable of being required or will, following expiry of any applicable
                                            contractual grace period, be required or be capable of being required to prepay, discharge,
                                            close out or terminate ahead of maturity such other loan or obligation; or



 


		(ii)	any
                                            financial commitment for such other loan or obligation is cancelled or suspended.



 






    27


     


    

 


		(d)	any
                                            Obligor is insolvent under any applicable law or unable to pay its debts as they fall due,
                                            or suspends its debts, or makes or seeks to make a composition with its creditors including
                                            a commencement of protected negotiations (“masa u-matan mugan”) pursuant
                                            to the Israeli Insolvency Law or a moratorium is declared in respect of any indebtedness
                                            of an Obligor including a stay of proceedings order or a financial rehabilitation order,
                                            or commences negotiations with one or more of its creditors with a view to rescheduling any
                                            of its financial indebtedness;



 


		(e)	any
                                            corporate action, legal proceedings or other procedure or step is taken in relation to the
                                            suspension of payments, a moratorium of any indebtedness, a stay of proceedings (“ikuv
                                            halichim”), dissolution, administration or reorganisation or rehabilitation (by
                                            way of voluntary arrangement, scheme of arrangement or otherwise) or an application is made
                                            for an initiation of proceedings order (“tsav le-ptichat halichim”) pursuant
                                            to the Israeli Insolvency Law or an application for a financial rehabilitation order (“tsav
                                            le-shikum calcali”) pursuant to the Israeli Insolvency Rehabilitation Lawis is
                                            made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor
                                            takes steps towards a substantial reduction in its capital, is declared insolvent or ceases
                                            or resolves to cease to carry on the whole or any substantial part of its business or activities
                                            or any situation similar to any of the above occurs under any applicable law;



 


		(f)	an
                                            encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative
                                            receiver or similar officer (whether temporary or permanent) is appointed, whether by a court
                                            of competent jurisdiction or by any competent administrative authority or by any person,
                                            of or over, any part of the business or assets of any Obligor or any property forming part
                                            of the Investment;



 


		(g)	any
                                            Obligor defaults in the performance of any obligation in respect of any other loan granted
                                            by the Bank or financial instrument entered into with the Bank;



 


		(h)	any
                                            Obligor defaults in the performance of any obligation in respect of any other loan made to
                                            it from the resources of the Bank or the European Union;



 


		(i)	any
                                            distress, execution, sequestration or other process is levied or enforced upon the property
                                            of any Obligor or any property forming part of the Investment and is not discharged or stayed
                                            within 14 (fourteen) days;



 


		(j)	a
                                            Material Adverse Change occurs, as compared with the position at the date of this Contract;



 


		(k)	any
                                            material licence required by an Obligor to conduct its business is revoked or terminated
                                            without being renewed or replaced within 20 Business Days and such revocation or termination
                                            has, or is reasonably likely to have, a Material Adverse Effect.



 


		(l)	it
                                            is or becomes unlawful for any Obligor to perform any of its obligations under the Finance
                                            Documents, or the Finance Documents are not effective in accordance with their terms or is
                                            alleged by any Obligor to be ineffective in accordance with their terms;



 


		(m)	any
                                            Finance Document ceases to be in full force and effect or any Security created or expressed
                                            to be created or evidenced by the Security Documents ceases to be legal, valid, binding,
                                            enforceable or effective or is alleged by a party to it (other than the Bank) to be ineffective;



 


		(n)	Any
                                            litigation, arbitration, administrative, governmental, regulatory or other investigations,
                                            proceedings or disputes are commenced or threatened in relation to the Finance Documents
                                            Documents or the transactions contemplated in the Finance Documents Documents or against
                                            any Group Company or their respective assets which could reasonably be expected to be adversely
                                            determined and if so determined have or are reasonably likely to have a Material Adverse
                                            Change; or



 


		(o)	any
                                            Obligor fails to comply with any other provision under the Finance Documents (including,
                                            without limitation, each of the undertakings in Schedule H (General Undertakings)
                                            and Schedule I (Information and Visits) and the Financial Ratio in Schedule J (Financial
                                            Covenant)), unless the non-compliance or circumstance giving rise to the non-compliance
                                            is capable of remedy and is remedied within 20 (twenty) Business Days from the earlier of
                                            the Borrower becoming aware of the non-compliance and a notice served by the Bank on the
                                            Borrower.



 






    28


     


    

 


		9.2	Other
                                            rights at law



 


Article 9.1
(Right to demand repayment) shall not restrict any other right of the Bank at law to
require prepayment of the Loan Outstanding.


 


		9.3	Prepayment
                                            Fee



 


In
case of demand under Article 9.1 (Right to demand repayment), the Borrower shall pay the Bank the amount demanded together
with the relevant Prepayment Fee.


 


		9.4	Non-Waiver



 


No
failure or delay or single or partial exercise by the Bank in exercising any of its rights or remedies under this Contract shall be construed
as a waiver of such right or remedy. The rights and remedies provided in this Contract are cumulative and not exclusive of any rights
or remedies provided by law.


 


Article
10


 


Law
and jurisdiction, miscellaneous


 


		10.1	Governing
                                            Law



 


This
Contract and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance
with, the laws of Luxembourg.


 


		10.2	Jurisdiction



 


		(a)	The
                                            Courts of Luxembourg-City have exclusive jurisdiction to settle any dispute (a “Dispute”)
                                            arising out of or in connection with this Contract (including a dispute regarding the existence,
                                            validity or termination of this Contract or the consequences of its nullity) or any non-contractual
                                            obligation arising out of or in connection with this Contract.



 


		(b)	The
                                            parties agree that the Courts of Luxembourg-City are the most appropriate and convenient
                                            courts to settle Disputes between them and, accordingly, that they will not argue to the
                                            contrary.



 


		(c)	This
                                            Article 10.2 (Jurisdiction) is for the benefit of the Bank only. As a result
                                            and notwithstanding sub-paragraph (a) above, it does not prevent the Bank from taking proceedings
                                            relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law,
                                            the Bank may take concurrent proceedings in any number of jurisdictions.



 


		10.3	Place
                                            of performance



 


Unless
otherwise specifically agreed by the Bank in writing, the place of performance under this Contract, shall be the seat of the Bank.


 


		10.4	Evidence
                                            of sums due



 


In
any legal action arising out of this Contract the certificate of the Bank as to any amount or rate due to the Bank under this Contract
shall, in the absence of manifest error, be prima facie evidence of such amount or rate.


 


		10.5	Entire
                                            Agreement



 


This
Contract constitutes the entire agreement between the Bank and the Borrower in relation to the provision of the Credit hereunder, and
supersedes any previous agreement, whether express or implied, on the same matter.


 






    29


     


    

 


		10.6	Invalidity



 


If
at any time any term of this Contract is or becomes illegal, invalid or unenforceable in any respect, or this Contract is or becomes
ineffective in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness shall
not affect:


 


		(a)	the
                                            legality, validity or enforceability in that jurisdiction of any other term of this Contract
                                            or the effectiveness in any other respect of this Contract in that jurisdiction; or



 


		(b)	the
                                            legality, validity or enforceability in other jurisdictions of that or any other term of
                                            this Contract or the effectiveness of this Contract under the laws of such other jurisdictions.



 


		10.7	Amendments



 


Any
amendment to this Contract shall be made in writing and shall be signed by the parties hereto.


 


		10.8	Counterparts



 


This
Contract may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each
counterpart is an original, but all counterparts shall together constitute one and the same instrument.


 


		10.9	Assignment
                                            and transfer by the Bank and the Borrower



 


		(a)	The
                                            Bank may assign or transfer (by way of novation, sub-participation or otherwise) all or part
                                            of its rights, benefits or obligations under the Finance Documents and shall provide notice
                                            to the Borrower of such assignment or transfer. The Borrower herewith consents to any such
                                            assignment or transfer and shall cooperate and take such steps as a required to effect such
                                            assignment including signing any amendmnets or making any additional filings and registrations.



 


		(b)	The
                                            Bank shall have the right to disclose all information relating to or concerning the Borrower,
                                            the Group, the Finance Documents and the Loan in connection with or in contemplation of any
                                            such assignment or transfer.



 


		(c)	The
                                            Borrower may not assign any of its rights or transfer any of its rights or obligations under
                                            the Finance Documents.



 


		(d)	Each
                                            Party hereby expressly accepts and confirms, for the purposes of articles 1278 and 1281 of
                                            the Luxembourg civil code and all other applicable laws, that notwithstanding any assignment,
                                            transfer and/or novation permitted under, and made in accordance with, the provisions of
                                            this Contract, any Security or guarantee provided pursuant to a Finance Document shall be
                                            preserved for the benefit of the transferee or assignee.



 


Final
Articles


 


Article
11


 


		11.1	Notices



 


		11.1.1	Form
                                            of notice



 


		(a)	Any
                                            notice or other communication given under this Contract must be in writing and, unless otherwise
                                            stated, may be made by letter and electronic mail.



 


		(b)	Notices
                                            and other communications for which fixed periods are laid down in this Contract or which
                                            themselves fix periods binding on the addressee, may be made by hand delivery, registered
                                            letter or by electronic mail. Such notices and communications shall be deemed to have been
                                            received by the other party:



 


		(i)	on
                                            the date of delivery in relation to a hand-delivered or registered letter;



 


		(ii)	in
                                            the case of any electronic mail sent by the Borrower to the Bank, only when actually received
                                            in readable form and only if it is addressed in such a manner as the Bank shall specify for
                                            this purpose, or



 






    30


     


    

 


		(iii)	in
                                            the case of any electronic mail sent by the Bank to the Borrower, when the electronic mail
                                            is sent.



 


		(c)	Any
                                            notice provided by the Borrower to the Bank by electronic mail shall:



 


		(i)	mention
                                            the Contract Number in the subject line; and



 


		(ii)	be
                                            in the form of a non-editable electronic image (pdf, tif or other common non-editable file
                                            format agreed between the parties) of the notice signed by one or more Authorised Signatories
                                            of the Borrower as appropriate, attached to the electronic mail.



 


		(d)	Notices
                                            issued by the Borrower pursuant to any provision of this Contract shall, where required by
                                            the Bank, be delivered to the Bank together with satisfactory evidence of the authority of
                                            the person or persons authorised to sign such notice on behalf of the Borrower and the authenticated
                                            specimen signature of such person or persons.



 


		(e)	Without
                                            affecting the validity of electronic mail notices or communication made in accordance with
                                            this Article 11 (Notices), the following notices, communications and documents shall
                                            also be sent by registered letter to the relevant party at the latest on the immediately
                                            following Business Day:



 


		(i)	Disbursement
                                            Acceptance;



 


		(ii)	any
                                            notices and communication in respect of the cancellation of a disbursement of any Tranche,
                                            Prepayment Request, Prepayment Notice, Event of Default, any demand for prepayment, and



 


		(iii)	any
                                            other notice, communication or document required by the Bank.



 


		(f)	The
                                            parties agree that any above communication (including via electronic mail) is an accepted
                                            form of communication, shall constitute admissible evidence in court and shall have the same
                                            evidential value as an agreement under hand (sous seing privé).



 


		11.1.2	Addresses



 


The
address and electronic mail address (and the department or officer, if any, for whose attention the communication is to be made) of each
party for any communication to be made or document to be delivered under or in connection with this Contract is:


 


	 	For
                                            the Bank
	Attention:
                                            OPS/ENPST/1-INPST

    100
    boulevard Konrad Adenauer

    L-2950
    Luxembourg

    Email
    address: infrainnovationproducts@eib.org

	 	 	 
	 	For
    the Borrower	Attention:
                                            Nir Brenmiller, Executive Vice President

    13
    Amal St. Rosh Haayin, Israel

    Tel:
    +972-776935151

    Mobile:
    +972-542000626

    Email
    address: info@bren-energy.com



 


		11.1.3	Demand
                                            after notice to remedy



 


The
Bank and the Borrower shall promptly notify the other party in writing of any change in their respective communication details.


 


		11.2	English
                                            language



 


		(a)	Any
                                            notice or communication given under or in connection with this Contract must be in English.



 


		(b)	All
                                            other documents provided under or in connection with this Contract must be:



 


		(i)	in
                                            English; or



 


		(ii)	if
                                            not in English, and if so required by the Bank, accompanied by a certified English translation
                                            and, in this case, the English translation will prevail.



 




    31


     


    

 


IN
WITNESS WHEREOF the parties hereto have caused this Contract to be executed in 3 originals in the English language.


 


At
Luxembourg, this 31 March 2021.


 


	Signed
                                            for and on behalf of

    EUROPEAN
    INVESTMENT BANK
	Signed
                                            for and on behalf of

    BRENMILLER
    ENERGY LTD



 


	/s/
    D. Fitzpatrick	 	/s/
    S. Becker	 	/s/
    Avi Brenmiller
	D. Fitzpatrick	 	S. Becker	 	Avi Brenmiller
	Head of division	 	Senior Counsel	 	 


 




    32


     


    

 


Schedule
A


 


Investment
Specification and Reporting


 


A.1
Technical Description


 


Scope,
location


 


The
aim of the operation is to co-finance the design and construction of a “first of a kind” manufacturing plant in Israel for
the production of innovative thermal energy storage systems (“TES”) (the “Project”) to be commercialized across
Europe, North America and Africa.


 


The
fully automated commercial demonstration manufacturing plant entails a step-up of the manufacturing capacity compared to the current
manual process of the existing pilot plant thanks to the innovative design of its storage unit. This will bring to the fast-growing energy
storage market a cost-competitive technology across different key market segments with different value propositions.


 


Description


 


Brenmiller’s
bCubeTM manufacturing plant is designed to be a fully automated plant, producing 4 bCells per minute and 1 bCubeTM per 100
minutes. All metallic parts will be produced by automated line with pressing machines fed by pick and place robots and conveyer systems.
Pressed metallic parts are moved to an assembly station and followed by media filling station and 1000 ton press station for media compaction
process. Conveyors take the full and sealed bCells to an assembly station where they are assembled with piping to form bCubes. The finished
product moves to a loading ramp where it is loaded onto trucks and transported to site for assembly of the storage system.


 


The
new fully automated plant will not only increase the bCell manufacturing capacity, but will also comprise 3 bCells production lines (which
is the actual manufacturing process bottle neck) and 8 bCubes assembly stations with a total manufacturing capacity of:


 


(4
X 60 X 12 X 250) X 3 : 2702 = 8,000 bCube (or 2,160,000 bCell) per annum, i.e. around
4,000 MWh (or 4 GWh) thermal storage capacity manufactured per annum, according to the Company’s stated average figure of 0.5 MWh
per bCube.


 


The
Project includes in particular:


 


		-	The
                                            scale-up from the pilot to commercial manufacturing of innovative thermal energy storage
                                            systems (“TES”).



 


		-	Implement
                                            first-of-its-kind (“FOAK”) industrial-scale automated manufacturing line of innovative
                                            thermal energy storage systems (“TES”).



 


		-	Sales
                                            of innovative thermal energy storage systems (“TES”) to B2B customers, project
                                            developers, system integrators. Licensing agreements for manufacturing of innovative thermal
                                            energy storage systems (“TES”) in selected geographical markets.



 


Timetable
and investment table


 


The
Project will be carried out in the period 2020-2023. Expenditures are expected to occur according to the below investment table, to be
updated on a regular basis:


 





 






2
A standard 12m-long bcube contains 270 bcells.


 






    33


     


    

 


	Project costs - in Eur m	 	2020	 	 	2021	 	 	2022	 	 	2023	 	 	Total	 
	Equipment	 	 	0.75	 	 	 	3.00	 	 	 	3.75	 	 	 	3.75	 	 	 	11.25	 
	Installation	 	 	0.05	 	 	 	0.18	 	 	 	0.22	 	 	 	0.22	 	 	 	0.67	 
	Planning	 	 	0.42	 	 	 	0.16	 	 	 	0.09	 	 	 	0.09	 	 	 	0.76	 
	Systems	 	 	0.62	 	 	 	0.62	 	 	 	0.31	 	 	 	0.00	 	 	 	1.55	 
	Others	 	 	0.03	 	 	 	0.03	 	 	 	0.02	 	 	 	0.02	 	 	 	0.10	 
	CAPEX	 	 	1.87	 	 	 	3.99	 	 	 	4.39	 	 	 	4.08	 	 	 	14.33	 
	OPEX	 	 	0.93	 	 	 	0.97	 	 	 	1.01	 	 	 	1.06	 	 	 	3.97	 
	Total	 	 	2.80	 	 	 	4.96	 	 	 	5.40	 	 	 	5.14	 	 	 	18.30	 




 


with
the following detailed CAPEX breakdown 


 





 


A.2 Information
Duties


 


Dispatch
of information: designation of the person responsible


 


The
information below has to be sent to the Bank under the responsibility of:


 


	
	Financial
    and Contact
	Company	 
	Contact
    person	 
	Function
    / Department 	 
	Address	 
	Phone	 
	Fax	 
	Email	 


 


The
above-mentioned contact person is the responsible contact for the time being.


 


The
Borrower shall inform the EIB promptly in case of any change.


 






    34


     


    

 


Information
on the implementation of the loan underlying investments


 


The
Borrower shall deliver to the Bank the following information on the progress of the Project during implementation at the latest by the
deadline indicated below.


 


	Document
                                            / information
	Date
    of delivery 

    to the Bank
	Progress
                                            Report on the loan underlying investments, including:

    -       Brief
    update on the Technical Description, explaining the reasons for significant changes vs. initial scope;

    -       Update
    on the date of completion of each of the main investment components, explaining reasons for any possible delay;

    -      Update
    on the investment cost table, explaining reasons for any possible cost variations vs. initial budgeted costs according to the Technical
    Description;

    -      Update
    on the business plan concerning the Project, including rate of achievement of the plan and reasons for potential deviations; including

    o    Conclusion
    of any development, joint development, license or sales agreement

    o    Any
    revenues in the previous two quarters from

    ■   Licencing
    fees

    ■   Sales
    of innovative thermal energy storage systems (“TES”).

    ■    other

    -      Description
    of any major issue with impact on the environment or social impacts;

    -      Any
    significant issue that has occurred and any significant risk that may affect the implementation and operation of the Project;

    -      Any
    legal action concerning the Project that may be on-going.
	6-months
                                            frequency: 30.06.2021

    31.12.2021

    30.06.2022

    31.12.2022

    30.06.2023

    31.12.2023



 


Information
on the end of works 


 


The
Borrower shall deliver to the Bank the following information on completion of the Investment at the latest by the deadline indicated
below.


 


	Document
                                            / information
	Date
    of delivery 

    to the Bank
	Completion
                                            Report on the loan underlying Investment, including:

    -      Final
    Technical Description of the Investment as completed, explaining the reasons for any significant change compared to the Technical
    Description;

    -      Final
    investment cost table, explaining reasons for any possible cost variations vs. initial budgeted cost according to the Technical Description;

    -      Final
    update on the business plan concerning the Project, including rate of achievement of the plan and reasons for potential deviations;

    -      Description
    of any major issue with impact on the environment or social impacts;

    -      Any
    significant issue that has occurred and any significant risk that may affect the operation of the Investment;

    -      Any
    legal action concerning the Investment that may be on-going;

    -      Annual
    production 2020,2021,2022 realised, 2023 expected 

    -      Total
    revenues 2020,2021,2022 realised and 2023 expected from the activities financed with this operation through

    o     Licencing
    fees

    o     Sales
    of innovative thermal energy storage systems (“TES”).

    o     other

    -      Total
    Group revenues

    -      Total
    Group employment

    -      Employment
    supported by the operation during the construction stage and permanent

    -      Annual
    production of in both m3 and MWht (thermal) of innovative thermal energy storage systems (“TES”) for 2020,2021,2022
    realised, 2023 expected 
	3
    months after Project completion, i.e.: 31.03.2024
	 	 
	Language
    of reports	English


 




    35


     


    

 


Schedule B


 


Definition of EURIBOR


 


EURIBOR


 


“EURIBOR”
means:


 


		(a)	in respect of a relevant period of less than one month, the Screen Rate (as defined below) for a term
of one month;



 


		(b)	in respect of a relevant period of one or more months for which a Screen Rate is available, the applicable
Screen Rate for a term for the corresponding number of months; and



 


		(c)	in respect of a relevant period of more than one month for which a Screen Rate is not available, the rate
resulting from a linear interpolation by reference to two Screen Rates, one of which is applicable for a period next shorter and the other
for a period next longer than the length of the relevant period,



 


(the period for which the rate is
taken or from which the rates are interpolated being the “Representative
Period”).


 


For the purposes of paragraphs (a)
to (c) above:


 


		(i)	“available” means the rates, for given maturities, that are calculated and published
by Global Rate Set Systems Ltd (GRSS), or such other service provider selected by the European Money Markets Institute (EMMI), or any
successor to that function of EMMI, as determined by the Bank; and



 


		(ii)	“Screen Rate” means the
rate of interest for deposits in EUR for the relevant period as published at 11h00, Brussels time, or at a later time acceptable to the
Bank on the day (the “Reset Date”) which falls 2 (two)
Relevant Business Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which,
by any other means of publication chosen for this purpose by the Bank.



 


If such Screen Rate is not so published,
the Bank shall request the principal offices of four major banks in the euro-zone, selected by the Bank, to quote the rate at which EUR
deposits in a comparable amount are offered by each of them, as at approximately 11:00 a.m., Brussels time on the Reset Date to prime
banks in the euro-zone interbank market for a period equal to the Representative Period. If at least 2 (two) quotations are provided,
the rate for that Reset Date will be the arithmetic mean of the quotations. If no sufficient quotations are provided as requested, the
rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro-zone, selected by the Bank, at approximately
11:00 a.m., Brussels time, on the day which falls 2 (two) Relevant Business Days after the Reset Date, for loans in EUR in a comparable
amount to leading European banks for a period equal to the Representative Period. The Bank shall inform the Borrower without delay of
the quotations received by the Bank.


 


All percentages resulting from any
calculations referred to in this Schedule will be rounded, if necessary, to the nearest one thousandth of a percentage point, with halves
being rounded up.


 


If any of the foregoing provisions
becomes inconsistent with provisions adopted under the aegis of EMMI (or any successor to that function of EMMI as determined by the Bank)
in respect of EURIBOR, the Bank may by notice to the Borrower amend the provision to bring it into line with such other provisions.


 


If the Screen Rate becomes permanently
unavailable, the EURIBOR replacement rate will be the rate (inclusive of any spreads or adjustments) formally recommended by (i) the working
group on euro risk-free rates established by the European Central Bank (ECB), the Financial Services and Markets Authority (FSMA), the
European Securities and Markets Authority (ESMA) and the European Commission, or (ii) the European Money Market Institute, as the administrator
of EURIBOR, or (iii) the competent authority responsible under Regulation (EU) 2016/1011 for supervising the European Money Market Institute,
as the administrator of the EURIBOR, (iv) the national competent authorities designated under Regulation (EU) 2016/1011, or (v) the European
Central Bank.


 


If no Screen Rate and/or the EURIBOR
replacement rate is available as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined
by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally
generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.


 






    36


     


    

 


Schedule C


 


Form of Disbursement
Offer/Acceptance


 


		To:	Brenmiller Energy Ltd



 


		From:	European Investment Bank



 


Date: 


 


		Subject:	Disbursement Offer/Acceptance for the finance contract between European  Investment Bank and Brenmiller
Energy Ltd dated [*** insert date of signature ***] (the “Finance Contract”)



 


Contract Number
90061


 


Serapis Number
2018-0605


 





 



 


Dear Sir or Madam,


 


We refer to the Finance Contract. Terms
defined in the Finance Contract have the same meaning when used in this letter.


 


Following your request for a Disbursement
Offer from the Bank, in accordance with Article 2.2.2. (Disbursement Offer) of the Finance Contract, we hereby offer to make
available to you the following Tranche:


 


		(a)	Tranche [A/B]



 


		(b)	Amount to be disbursed:



 


		(c)	Disbursement Date:



 


		(d)	Interest rate basis: Fixed Rate Tranche



 


		(e)	Fixed Rate:



 


		(f)	Payment Dates and interest periods:



 


		(g)	Terms and frequency for repayment of principal:



 


		(h)	First Repayment Date and Maturity Date: and



 


		(i)	the applicable Royalty Cap:



 


To make the Tranche available subject
to the terms and conditions of the Finance Contract, the Bank must receive a Disbursement Acceptance in the form of a copy of this Disbursement
Offer duly signed on your behalf, to the following electronic mail [l] no later than the Disbursement
Acceptance Deadline of [time], Luxembourg
time, on [date].


 


The Disbursement Acceptance below must
be signed by an Authorised Signatory with individual representation rights or 2 (two) or more Authorised Signatories with joint representation
right and must be fully completed as indicated, to include the details of the Disbursement Account.


 


If not duly accepted by the above stated
time, the offer contained in this document shall be deemed to have been refused and shall automatically lapse.


 


If you do accept the Tranche as described
in this Disbursement Offer, all the related terms and conditions of the Finance Contract shall apply, in particular, the provisions of
Article 2.5 (Conditions of Disbursement).


 


Yours faithfully,


 


EUROPEAN INVESTMENT BANK


 






    37


     


    

 


We hereby accept the above Disbursement
Offer for and on behalf of the Borrower:


 


__________________________________________




Date: 


 


	Account to be credited3:	 
	 	 
	Account N°: 	 
	 	 
	Account Holder/Beneficiary:	 
	 	 
	(please, provide IBAN format if the country is included in IBAN Registry published by SWIFT, otherwise an appropriate format in line with the local banking practice should be provided)
	 
	Bank name, identification code (BIC) and address:	 
	 	 
	Payment details to be provided:	 
	 	 
	Please transmit information relevant to:	 
	 	 
	Name(s) of the Borrower’s Authorised Signatory(ies):	 
	.........................................................................................................................
	Signature(s) of the Borrower’s Authorised Signatory(ies):	 


 




IMPORTANT NOTICE TO THE BORROWER:


 


BY COUNTERSIGNING ABOVE YOU CONFIRM THAT THE
LIST OF AUTHORISED SIGNATORIES AND ACCOUNTS PROVIDED TO THE BANK WAS DULY UPDATED PRIOR TO THE PRESENTATION OF THE ABOVE DISBURSEMENT
OFFER BY THE BANK. 


 


IN THE EVENT THAT ANY SIGNATORIES OR ACCOUNTS
APPEARING IN THIS DISBURSEMENT ACCEPTANCE ARE NOT INCLUDED IN THE LATEST LIST OF AUTHORISED SIGNATORIES AND ACCOUNTS RECEIVED BY THE
BANK, THE ABOVE DISBURSEMENT OFFER SHALL BE DEEMED AS NOT HAVING BEEN MADE. 





 


 






3
The details concerning banking intermediary are also to be provided if such intermediary has to be used to make the transfer to the Beneficiary’s
Account.




 






    38


     


    

 


Schedule D


 


Form of Drawdown Certificate


 


		To:	European Investment Bank



 


		From:	Brenmiller Energy Ltd



 


Date: 


 


		Subject:	Finance contract between European  Investment Bank and Brenmiller Energy Ltd dated [*** insert date
of signature ***] (the “Finance Contract”)



 


Contract
Number 90061 Serapis Number 2018-0605


 





 



 


Dear Sir or Madam,


 


Terms defined in the Finance Contract
have the same meaning when used in this letter.


 


For the purposes of Article 2.5
(Conditions of Disbursement) of the Finance Contract we hereby certify to you as follows:


 


		(a)	no Prepayment Event has occurred and is continuing unremedied;



 


		(b)	no security of the type prohibited under Paragraph 23
(Negative pledge) of Schedule H (General Undertakings) has been created or is in existence;



 


		(c)	there has been no material change to any aspect of the Investment or in respect of which we are obliged
to report under the Finance Contract, save as previously communicated by us in writing;



 


		(d)	no Default, Event of Default or a Prepayment Event other than pursuant to Article 5.3.1 (Cost
Reduction) of the Finance Contract has occurred or is continuing, or would, in each case, result from the disbursement of the
proposed Tranche;



 


		(e)	no litigation, arbitration administrative proceedings or investigation is current or to our knowledge
is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely
to result in a Material Adverse Change, nor is there subsisting against us or any of our subsidiaries any unsatisfied judgement or award;



 


		(f)	the Repeating Representations are correct in all respects;



 


		(g)	no Material Adverse Change has occurred, as compared with the situation at the date of the Finance Contract;
and



 


		(h)	the borrowing of the Credit, or any part thereof, by the Borrower is within the corporate powers of the
Borrower.



 


Yours faithfully,


 


For and on behalf of Brenmiller Energy
Ltd


 


Date:


 




    39


     


    

 


Schedule E


 


Form of Compliance Certificate


 


		To:	European Investment Bank



 


		From:	Brenmiller Energy Ltd



 


Date: 


 


		Subject:	Finance contract between European  Investment Bank and Brenmiller Energy Ltd dated [*** insert date
of signature ***] (the “Finance Contract”)



 


 Contract
Number 90061 Serapis Number 2018-0605


 





 



 


Dear Sir or Madam,


 


We refer to the Finance Contract. This
is a Compliance Certificate. Terms defined in the Finance Contract have the same meaning when used in this Compliance Certificate.


 


We hereby confirm:


 


		(a)	[insert information regarding asset disposal];



 


		(b)	[no security of the type prohibited under Paragraph 23 (Negative pledge) of Schedule H (General
Undertakings) has been created or is in existence;]



 


		(c)	[that the Cash and Cash Equivalent Investments has not been less than EUR350,000 (three hundred and fifty
thousand euros) on any date, and amounts to EUR[l] on [the date hereof]; and



 


		(d)	[no Default, Event of Default or a Prepayment Event other than pursuant to Article 5.3.1 (Cost Reduction)
of the Finance Contract has occurred or is continuing.] [If
this statement cannot be made, this certificate should identify any potential event of default that is continuing and the steps, if any,
being taken to remedy it]



 


Yours faithfully,


 


For and on behalf of Brenmiller Energy
Ltd


 


	[director]	[director]


 




    40


     


    

 


Schedule F


 


Initial Documentary Conditions
Precedent


 


		(a)	The duly executed Finance Documents and in respect of the Equipment and Receivables Pledge Agreement,
two original wet-ink copies duly signed by all parties thereto.



 


		(b)	Two original wet-ink copies of the following documents:



 


		(i)	A Hebrew translation of the Equipment and Receivables Pledge Agreement, in each case certified as accurate
by the Borrower;



 


		(ii)	A pledge registration form (Form 10) in respect of the Equipment and Receivables Pledge Agreement, duly
signed by an officer of the Borrower.



 


		(c)	Duly executed original copies of all consents, notices, instructions and other documents required under
or in connection with this Finance Contract and the Security Documents, including the following:



 


		(i)	consent of the IIA to the grant of the Security Documents;



 


		(ii)	consent of the Ministry, Shalav to the grant of the Security Documents;



 


		(iii)	consent of the Ministry, Investment Authority to the grant of the Security Documents;



 


		(iv)	consent of the Israeli Ministry of Energy to the grant of the Credit under this Finance Contract.



 


		(d)	Evidence that the Shareholder Loan Agreement has been repaid in the form and substance satisfactory to
the Bank.



 


		(e)	The constitutional documents of each Obligor including, the certificate of incorporation (and any certificates
of change of name), memorandum and articles of association.



 


		(f)	A copy of a resolution of the board of directors of each Obligor:



 


		(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party
including the grant of the Loan and resolving that it execute the Finance Documents to which it is a party and granting the creation of
the security pursuant to the Security Documents;



 


		(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its
behalf;



 


		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices
to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and



 


		(iv)	confirming that all approvals have been obtained including those necessary under the Israeli Companies
Law.



 


		(g)	To the extent applicable, a copy of shareholder resolutions approving the terms of, and the transactions
contemplated by, the Finance Documents to which the relevant Obligor is a party (other than the Borrower).



 


		(h)	A certificate of an authorised signatory of each Obligor certifying that (i) borrowing, guaranteeing or
securing, as appropriate, the Credit will not cause any borrowing, guaranteeing or similar limit binding on that Obligor to be breached
and (ii) it is solvent and that the entry by it into the Finance Documents will neither compromise its financial position nor render it
insolvent as a matter of Israeli law.



 


		(i)	A certificate of an authorised signatory of each Obligor certifying that each copy document relating to
it specified in this Schedule F is correct, complete and in full force and effect as at a date no earlier than the date of this Contract.



 


		(j)	Evidence of filing at the Israeli Registrar of Companies of the Equipment and Receivables Pledge Agreement
within 21 days of the date of its creation.



 






    41


     


    

 


		(k)	A search at the Registrar of Companies against the Borrower evidencing that there are no other pledges
registered other than the Permitted Security.



 


		(l)	Evidence of the registration at the Israeli Registrar of Companies of the Equipment and Receivables Pledge
Agreement in the form requested by the corresponding pledge registration forms (Form 10).



 


		(m)	The List of Authorised Signatories and Accounts.



 


		(n)	A legal opinion of Allen & Overy, société en commandite simple, legal advisers
to the Bank in Luxembourg, addressed to the Bank on the legality, validity and enforceability of the Finance Documents under Luxembourg
law.



 


		(o)	A legal opinion of Herzog, Fox & Neeman, legal advisers to the Bank in Israel, addressed to the Bank
on the legality, validity and enforceability of the Finance Documents under Israeli law.



 


		(p)	a legal opinion of Shibolet & Co., legal adviser to the Borrower, addressed to the Bank, and dated
no earlier than the date falling 14 (fourteen) days before the Disbursement Date:



 


		(i)	which includes the Searches on the relevant Obligor conducted on the date of such legal opinion; and



 


		(ii)	which includes opinion, among others, on the due incorporation and valid existence of each Obligor, the
authority and capacity of each Obligor to enter into the Finance Documents and perform its obligations thereunder, non-conflict with constitutional
documents and on laws applicable to companies generally in Israel, no consents, registrations or filings are required (other than as stated
therein) and no stamp duty is to be paid in respect of the Finance Documents, all corporate and other action required to be taken has
indeed been taken, the due execution of the Finance Documents, choice of law and enforceability of judgments and that the Obligor is not
entitled to claim immunity.



 


		(q)	The latest audited financial statements of the Obligors.



 


		(r)	Evidence of payment of all the fees and expenses as required under the Finance Documents.



 


		(s)	A copy of any other document, authorisation, opinion or assurance which the Bank has notified the Borrower
is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Finance Documents
or the validity and enforceability of the same.



 




    42


     


    

 


Schedule
G


 


Representations and Warranties


 


		1.	Authorisations and Binding Obligations



 


		(a)	The Borrower is duly incorporated and validly existing as a public company with limited liability under
the laws of its jurisdiction of incorporation. Each other Obligor is duly incorporated and validly existing as a private company with
limited liability under the laws of its jurisdiction of incorporation.



 


		(b)	Each Obligor has the power to carry on its business as it is now being conducted and to own its property
and other assets, and to execute, deliver and perform its obligations under the Finance Documents and has taken all necessary action to
authorise its entry into the, performance and delivery of the Finance Documents and the transactions contemplated by those Finance Documents.



 


		(c)	The Borrower and each other Israeli Obligor is not a “company in violation” (hevrah meferah”)
as defined in Section 362A of the Israeli Companies Law and it has not received notice that it is expected to be registered as such.



 


		(d)	Each Obligor has obtained all necessary Authorisations in connection with the execution, delivery and
performance of the Finance Documents and in order to lawfully comply with its obligations thereunder, and in respect of the Investment,
and all such Authorisations are in full force and effect and admissible in evidence. The Borrower holds a valid business license (temporary
or permanent) and all Environmental Approvals (including any toxins permit and emissions permit, if so required) and all other Authorisations,
in each case that are required to enable the Borrower to operate the manufacturing plant which is the object of this Credit at Dimona
industrial park, Israel and implement and operate the Investment and the Borrower has complied with the terms of those Authorisations.



 


		(e)	The execution and delivery of, the performance of each Obligor’s obligations under and compliance
with the provisions of the Finance Documents do not and will not contravene or conflict with:



 


		(i)	any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject;



 


		(ii)	any agreement or other instrument binding upon it which might reasonably be expected to have a material
adverse effect on its ability to perform its obligations under the Finance Documents; or



 


		(iii)	any provision of its constitutional documents.



 


		(f)	The obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party
are legal, valid, binding and enforceable obligations.



 


		2.	No default or other adverse event



 


		(a)	There has been no Material Adverse Change since 22 October 2020. (Non-repeating)



 


		(b)	No event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied
or unwaived.



 


		3.	No proceedings



 


		(a)	No litigation, arbitration, administrative proceedings or investigation is current or to its knowledge
is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely
to result in a Material Adverse Change, nor is there subsisting against it or any of its Subsidiaries any unsatisfied judgement or award.



 






    43


     


    

 


		(b)	To the best of its knowledge and belief (having made due and careful enquiry) no material Environmental
Claim has been commenced or is threatened against any Obligor not previously disclosed in writing to the Bank.



 


		(c)	As at the date of this Contract, no Obligor has taken any action to commence proceedings for, nor have
any other steps been taken or legal proceedings commenced or, so far as the Borrower is aware, threatened against any Obligor for its
insolvency, winding up or dissolution, or for any Obligor to enter into any arrangement or compositions for the benefit of creditors,
or for the appointment of an administrator, receiver, administrative receiver, examiner, trustee or similar officer.



 


		4.	Exclusion criteria



 


At the date of
this Contract,


 


		(a)	no corporate action, legal proceeding or other formal procedure or step described in Clause 9.1(e) or
creditors’ process described in Clause 9.1(f) and/or 9.1(e) has been taken against any Obligor and none of the circumstances described
in Clause 9.1(c) applies to any Obligor;



 


		(b)	the Borrower is not deemed insolvent, is not subject to insolvency, is not being wound up, is not having
its affairs administered by a liquidator or by the courts, is not in an arrangement with creditors, is not having its business activities
suspended, or is not in any analogous situation arising from a similar procedure provided for in national legislation or regulations;



 


		(c)	in the past five years, the Borrower has not been the subject of a final judgment or final administrative
decision for being in breach of its obligations relating to the payment of taxes or social security contributions in accordance with the
applicable law and where such obligations remain unpaid unless a binding arrangement has been established for payment thereof;



 


		(d)	in the past five years, the Borrower or persons having powers of representation, decision-making or control
over it have not been convicted of an offence concerning their professional conduct by a final judgment, which would affect their ability
to implement a Financial Instrument and which is for one of the following reasons:



 


		(i)	negligently providing misleading information that may have a material influence or fraudulently misrepresenting
information required for the verification of the absence of grounds for exclusion or the fulfilment of selection criteria or in the performance
of a contract or an agreement;



 


		(ii)	entering into agreements with other persons aimed at distorting competition;



 


		(iii)	attempting to unduly influence the decision-making process of the contracting authority during the award
procedure;



 


		(iv)	attempting to obtain confidential information that may confer upon it undue advantages in the award procedure;



 


		(e)	in the past five years, the Borrower or persons having powers of representation, decision-making or control
over it have not been the subject of a final judgment for:



 


		(i)	fraud;



 


		(ii)	corruption;



 


		(iii)	participation in a criminal organisation;



 


		(iv)	money laundering or terrorist financing;



 


		(v)	terrorist offences or offences linked to terrorist activities, or inciting, aiding, abetting or attempting
to commit such offences;



 


		(vi)	child labour and other forms of trafficking in human beings;



 


		(f)	the Borrower is not subject to a decision on exclusion contained in the published early detection and
exclusion system database set up and operated by the European Commission.



 


(Non-repeating)


 






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		5.	Security



 


		(a)	It is the sole legal and beneficial owner and has good title to the assets which it charges or purports
to charge pursuant to the Security Documents.



 


		(b)	At the date of this Contract, no Security exists over the assets of any Group Company other than Permitted
Security.



 


		(c)	The Security conferred by each Security Document constitutes a security interest of the type, priority
and ranking described, over the assets referred to, in that Security Document and those assets are not subject to any other Security.



 


		(d)	The assets subject to the Security conferred by each Security Document include and are subject to (without
limitation) all of the assets, rights and receivables of the Borrower relating to the Project and no Security other than the Security
created pursuant to the Security Documents exists over such assets.



 


		6.	Ranking



 


		(e)	Its payment obligations under this Contract and the other Finance Documents rank not less than pari
passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt
instruments except for obligations mandatorily preferred by law applying to companies generally.



 


		(f)	No financial covenants have been concluded with any other creditor of any Obligor.



 


		(g)	No Voluntary Non EIB Prepayment has occurred.



 


		7.	Anti-Corruption and Compliance with laws



 


		(a)	Each Obligor is in compliance with all applicable European Union, Israeli and other applicable laws, including
any applicable anti-bribery and anti-corruption legislation.



 


		(b)	To the best of its knowledge, no funds invested in the Investment by any Obligor or by its controlling
entities are of illicit origin, including products of money laundering or linked to the financing of terrorism.



 


		(c)	No Obligor is engaged in any Criminal Offence and to the best of the Borrower’s knowledge no Criminal
Offence have occurred in connection with the Investment. (Non-repeating);



 


		(d)	No Obligor shall apply or make available any amounts borrowed by it under this Contract to, or for the
benefit of, persons or entities designated by restrictive measures adopted pursuant to Article 215 of the Treaty on the Functioning of
the European Union or any other applicable law.



 


		8.	Accounting and Tax



 


		(a)	The latest available consolidated and unconsolidated audited accounts of the Borrower have been prepared
on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of
its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower and
the other Obligors, as relevant.



 


		(b)	The accounting reference date of the Borrower is 31 December.



 


		(c)	No Obligor is required to make any deduction for or on account of any Tax from any payment it may make
under the Finance Documents. (Non-repeating)



 






    45


     


    

 


		(d)	All Tax returns required to have been filed by each Obligor or on its behalf under any applicable law
have been filed when due and contain the information required by applicable law to be contained in them.



 


		(e)	Each Obligor has paid when due all Taxes payable by it under applicable law except to the extent that
it is contesting payment in good faith and by appropriate means.



 


		(f)	With respect to Taxes which have not fallen due or which it is contesting, each Obligor is maintaining
reserves adequate for their payment and in accordance, where applicable, with GAAP.



 


		(g)	Under the laws of the jurisdiction of incorporation of each Obligor, it is not necessary that the Finance
Documents be filed, recorded or enrolled with any court or other authority or that any stamp, registration or similar tax be paid on or
in relation to the Finance Documents, or the transactions contemplated by the Finance Documents except in the case of the Equipment and
Receivables Pledge Agreement which is required to be filed at the Israeli Registrar of Companies within 21 days of their creation. (Non-repeating)



 


		9.	Information provided



 


		(a)	Any factual information provided by any Group Company for the purposes of entering into this Contract
and any related documentation was true and accurate in all material respects as at the date it was provided or as at the date (if any)
at which it is stated and continues to be true and accurate in all material respect as at the date of this Contract.



 


		(b)	The Group structure chart is true, complete and accurate in all material respects and represents the complete
corporate structure of the Group as at the date of this Contract, and other than as set out therein the Borrower owns no other equity
and/or shares in any other business entity. (Non-repeating)



 


		(c)	As at the date of this Contract, (i) information provided by the Borrower under the InnovFin Application
Form is complete, accurate and true in all respects; and (ii) the Borrower complies with the eligibility and exclusion criteria set out
in the Horizon 2020 Framework EU Programme to be the beneficiary of the Credit as such criteria are listed in the InnovFin Application
Form. (Non-repeating).



 


		10.	No indebtedness



 


No Obligor has Indebtedness outstanding
other than Permitted Indebtedness. (Non-repeating).


 






    46


     


    

 


		11.	Governing law and enforcement



 


The
choice of governing law of the Finance Documents to which an Obligor is a party will be recognised and enforced in the jurisdiction of
incorporation of such Obligor. 


 


Any
judgment obtained in relation to a Finance Document to which an Obligor is a party in the jurisdiction of the governing law of that Finance
Document will be recognised and enforced in the jurisdiction of incorporation of such Obligor. 


 


		12.	No Instalment Arrangements



 


No
Israeli Obligor is a party to an instalment arrangement (“hesder prisa”) with the Israeli tax authority, the National
Insurance Institute of Israel (“Bituach Leumi”) or any municipal authority in Israel, according to which obligatory payments
of the applicable Israeli Obligor to such entities will be rescheduled, deferred or otherwise paid in instalments, which in each case
are classified as “Preferred Debts” (“hovot be-din kdima”) under Section 234(a)(5) of the Israeli Insolvency
Law. 


 


		13.	IIA Funding and other Governmental Grants



 


		(a)	As of the date of this Contract, no Obligor has applied for, accepted or received any Governmental Grant
and no governmental authority, university, college or other educational institution, milti-national, bi-national or international organisation
or research centre has any claim or right (including licensing rights) with respect to the Obligors or its products or Intellectual Property
Rights or revenues other than the Governmental Grants and in such amounts as listed in Schedule K (Permitted Grants).



 


		(b)	No authorisation or approval or other action by, and no notice or filing with or from the IIA or the providers
of any Governmental Grants (to the Borrower or any other Obligor) or any other third parties is required for the due execution, delivery,
performance, registration or perfection of any of the Finance Documents (including the grant of the Security Documents) other than as
has been made or obtained or will have been made or obtained prior to the provision of the first Disbursement Offer and such authorisations
or approvals are in full force and effect.



 


		14.	No Immunity



 


No Obligor, nor any of its assets,
is entitled to immunity from suit, execution, attachment or other legal process.


 


		15.	Pensions



 


The pension and severance pay and other
social benefit payments due to be made by the Obligors in respect of its employees (if any) are fully funded in accordance with their
rules and to the extent required by law or otherwise comply with the requirements of any law applicable in the jurisdiction in which the
relevant employees are located.


 


		16.	Sanctions



 


		(a)	Neither the Borrower, nor any other Obligor is a Sanctioned
Person or in breach of any Sanctions; and, to the best of its respective knowledge and belief, none of the Borrower’s or Obligor’s
Relevant Persons is a Sanctioned Person or in breach of any Sanctions.



 


		(b)	No person having direct or indirect control or holding interest
or ownership of the Borrower or any other Obligor is a Sanctioned Person or in breach of any Sanctions.



 


		(c)	It is acknowledged and agreed that the representations set
out in this Paragraph 16 are only sought and given to the extent that to do so would be permissible pursuant to the Council Regulation
(EC) No 2271/96 of 22 November 1996 as amended and/or restated from time to time, the “EU Blocking Regulation”) or
a similar applicable anti-boycott rule of the EU.



 




    47


     


    

 


Schedule H


 


General Undertakings


 


		1.	Use of Loan



 


The Borrower shall use all amounts
borrowed by it under the Loan to carry out the Investment.


 


		2.	Completion of Investment



 


The Borrower shall or shall procure
that the Investment is carried out in accordance with the Technical Description as may be modified from time to time with the approval
of the Bank, and complete it by the final date specified therein.


 


		3.	Procurement procedure



 


The Borrower undertakes to purchase
equipment, secure services and order works for the Investment by acceptable procurement procedures complying, to the satisfaction of the
Bank, with its policy as described in its Guide to Procurement.


 


		4.	Compliance with laws



 


Each Obligor shall comply in all respects
with all laws and regulations to which it or the Investment is subject including any applicable mandatory national and local social, union
and employment laws and standards. The Borrower shall obtain, comply with and do all that is necessary to maintain in full force and effect
any Authorisation including any Environmental Approval and business licence (temporary or permanent), required under law or regulation
to enable it to operate the manufacturing plant which is the object of this Credit at Dimona industrial park, Israel and implement and
operate the Investment.


 


		5.	Environment



 


The Borrower shall:


 


		(i)	implement and operate the Investment in compliance with Environmental Law;



 


		(ii)	obtain, maintain and comply with requisite Environmental Approvals for the Investment,



 


and upon becoming
aware of any breach of this Paragraph 5 (Environment):


 


		(i)	the Borrower shall promptly notify the Bank;



 


		(ii)	the Borrower and the Bank will consult for up to 15 (fifteen) Business Days from the date of notification
with a view to agreeing the manner in which the breach should be rectified; and



 


		(iii)	the Borrower shall remedy the breach within 30 (thirty) Business Days of the end of the consultation period.



 


		6.	Integrity



 


The Borrower shall take, within a reasonable
timeframe, appropriate measures in respect of any Relevant Person who becomes a Sanctioned Person or any member of its management bodies
who has been convicted by a final and irrevocable court ruling of a Criminal Offence perpetrated in the course of the exercise of his/her
professional duties, in order to ensure that such Relevant Person or member is excluded from any Borrower’s activity in relation to the
Loan or the Investment.


 






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		7.	Disposal of assets



 


		(a)	Except as provided below, the Borrower shall not, and shall procure that no Group Company shall, either
in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily dispose of all
or any part of any Group Company’s business, undertaking or assets (including any shares or security of any entity or a business or undertaking,
or any interest in any of them).



 


		(b)	Sub-paragraph (a) above does not apply to any such disposal:



 


		(i)	made with the prior written consent of the Bank;



 


		(ii)	made on arm’s length terms in the ordinary course of business of a Group Company;



 


		(iii)	made on arm’s length terms and at fair market value for cash, which is reinvested in assets of comparable
or superior type, value and quality;



 


		(iv)	made on arm’s length terms in exchange for other assets comparable or superior as to type, value and quality;



 


		(v)	by one Obligor to another Obligor;



 


		(vi)	constituted by a licence of Intellectual Property Rights;



 


		(vii)	made in relation to non-material assets which have depreciated to less than 25% (twenty five per cent.)
of their initial value or which are obsolete;



 


		(viii)	excluding any disposal otherwise permitted under (ii) to (vii) above, disposals where the higher of the
market value or consideration receivable for such disposals does not exceed (x) 10% (ten per cent.) of Total Assets during any financial
year, and (y) 25% (twenty five per cent.) of Total Assets during the term of the Credit; or



 


		(ix)	arising as a result of Permitted Security,



 


provided that the disposal is not
of assets forming part of the Investment or shares in subsidiaries holding assets forming part of the Investment, which may not be disposed
of unless either (a) the Borrower consults the Bank in relation to such disposal, and the Bank approves the disposal, or (b) the proceeds
of the disposal are applied to prepay the Bank in accordance with Article 5.3.4 (Disposals).


 


For the purposes of this Paragraph
7 (Disposal of assets), “dispose” and “disposal” includes any act effecting sale, transfer, lease or other
disposal.


 


		8.	Maintenance of assets



 


The Borrower shall maintain, repair,
overhaul and renew all assets required in relation to the Investment and in respect of these assets subject to the Security Documents
as required to keep such assets in good working order.


 


		9.	Insurances



 


The Borrower shall, and shall procure
that each Group Company shall, maintain insurances on and in relation to its business and assets with reputable underwriters or insurance
companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.


 






    49


     


    

 


		10.	Change in business



 


The Borrower shall procure that no
substantial change is made to the general nature business of the Borrower or the Group as a whole from that carried on at the date of
this Contract.


 


		11.	Merger



 


The Borrower shall not, and shall procure
that no Group Company shall, enter into any amalgamation, demerger, merger or corporate reconstruction (as each such term is defined under
any applicable law (including, with respect to the Borrower and any Israeli Group Company, the Israeli Companies Law and the Israeli Income
Tax Ordinance)); unless:


 


		(a)	with the prior written consent of the Bank; or



 


		(b)	such amalgamation, demerger, merger or corporate reconstruction does not result in a Material Adverse
Change and is on a solvent basis, and provided that:



 


		(i)	only Group Companies are involved;



 


		(ii)	the resulting entity will not be incorporated or located in a country which is in a jurisdiction that
is blacklisted by any Lead Organisation in connection with activities such as money laundering, financing of terrorism, tax fraud and
tax evasion or harmful tax practices as such blacklist may be amended from time to time; and



 


		(iii)	if the Borrower is involved, (i) the rights and obligations of the Borrower under this Contract will remain
with the Borrower, (ii) the surviving entity will be the Borrower and the statutory seat of the Borrower would not as a result of such
merger be transferred to a different jurisdiction, (iii) the merger will not have an effect on the validity, legality or enforceability
of the Borrower’s obligations under this Contract; and (iv) all of the business and assets of the Borrower are retained by it.



 


		12.	Books and records



 


Each Obligor shall ensure that it has
kept and will continue to keep proper books and records of account, in which full and correct entries shall be made of all financial transactions
and its assets and business, including expenditures in connection with the Investment, in accordance with GAAP as in effect from time
to time for a period of five (5) years following the last repayment of the Credit under this Contract.


 


		13.	Ownership



 


		(a)	The Borrower shall maintain not less than 51% (fifty one per cent.) of the share capital, directly or
indirectly, of each of its Material Subsidiaries, unless a prior written consent of the Bank is received by the Borrower.



 


		(b)	The Borrower shall in aggregate maintain not less than 51% (fify one per cent.) of the share capital,
directly or indirectly, of each Guarantor, unless prior written consent of the Bank is received by the Borrower.



 


		(c)	The Borrower shall immediately notify the Bank in the event of a new entity becoming a Subsidiary of the
Borrower through any means, including but not limited to acquisition, creation and spin-off.



 


		(d)	The undertakings in sub-paragraphs (a) and (b) above shall be calculated in accordance with GAAP as applied
by the Borrower on the date of this Contract and as GAAP is amended from time to time and tested annually.]



 


		14.	Acquisitions



 


The Borrower shall not, and shall procure
that no Group Company shall, invest in or acquire any entity or a business going concern or an undertaking (whether whole or substantially
the whole of the assets or business), or any division or operating unit thereof, or any shares or securities of any entity or a business
or undertaking (or in each case, any interest in any of them) (or agree to any of the foregoing), save for an acquisition or investment:


 


		(a)	with the prior written consent of the Bank;



 


		(b)	by one Obligor of an asset sold, leased, transferred or otherwise disposed of by another Obligor;



 


		(c)	by a Group Company of all the shares or other ownership interests in any limited liability company or
corporation, limited liability partnership or any equivalent company, provided that:



 


		(i)	such entity has not yet commenced commercial operations;



 


		(ii)	such entity is incorporated in a country that is a member of either or both of the European Union or the
Organisation of Economic Co-Operation and Development; and



 


		(iii)	no Event of Default is continuing on the date the relevant acquisition agreement is entered into or would
occur as a result of the acquisition; or


 






    50


     


    

 


		(d)	of shares or other ownership interests in any limited liability company or corporation, limited liability
partnership or any equivalent company, the consideration for which does not exceed an aggregate amount of (x) EUR 250,000 (two hundred
and fifty thousand euro) during any financial year, and (y) EUR 500,000 (five hundred thousand euro) during the term of the Credit, provided
that:



 


		(i)	no Event of Default is continuing on the date the relevant acquisition agreement is entered into or would
occur as a result of the acquisition;



 


		(ii)	the acquired entity is engaged in a business similar or complementary to the business carried on by the
Group as at the date of this Contract;



 


		(iii)	the acquired entity is not incorporated or located in a jurisdiction that is blacklisted by any Lead Organisation
in connection with activities such as money laundering, financing of terrorism, tax fraud and tax evasion or harmful tax practices as
such blacklist may be amended from time to time;



 


		(iv)	in respect of any acquisition where the consideration exceeds EUR 200,000 (two hundred thousand euro),
legal and financial due diligence reports (including customary reliance letters in favour of the Bank) and a business plan (in the form
of the most recent budget adjusted for the expected effects of the acquisition) in respect of the 3 (three) next following financial years
and any other due diligence reports received in connection with the acquisition (if any) are provided to the Bank; and



 


		(v)	the Borrower provides a Compliance Certificate for the 2 (two) 12 (twelve) month financial periods immediately
following the acquisition, updated on a pro forma basis as if the acquisition has occurred.



 


		15.	Indebtedness



 


The Borrower shall not, and shall procure
that no other Group Company shall, incur or allow to remain outstanding any Indebtedness, save for Indebtedness incurred:


 


		(a)	with the prior written consent of the Bank;



 


		(b)	under this Contract;



 


		(c)	under any Finance Lease if the aggregate liability in respect of the equipment leased does not at any
time exceed EUR 200,000 (two hundred thousand euro) (or its equivalent in another currency or currencies);



 


		(d)	under Permitted Hedging;



 


		(e)	listed in Schedule L (Additional Permitted Indebtedness);



 


		(f)	under any letters of credit provided that such Indebtedness does not, singularly or in aggregate, exceed
EUR 200,000 (two hundred thousand euro) (or its equivalent in another currency or currencies);



 


		(g)	in respect of a Permitted Guarantee; or



 


		(h)	not permitted by the preceding sub-paragraphs and the outstanding amount of which does not exceed EUR
200,000 (two hundred thousand euro) (or its equivalent) in aggregate for the Group at any time.]



 






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		16.	Guarantees



 


		(a)	The Borrower shall not, and shall procure that no other Group Company shall, issue or allow to remain
outstanding any guarantees in respect of any liability or obligation of any person save for:



 


		(i)	with the prior written consent of the Bank; or



 


		(ii)	guarantees issued in the ordinary course of trade by any Group Company under or in connection with:



 


		(1)	the Guarantee Agreement;



 


		(2)	any negotiable instruments;



 


		(3)	any performance bond;



 


		(4)	any performance guarantee or warranty granted to a purchaser in the context of the sale of any TES’s
(up to 10% of the sale value of the relevant TES); or



 


		(5)	in connection with any Permitted Indebtedness.



 


		(b)	The Borrower shall procure that, as soon as any Group Company becomes a Material Subsidiary (as identified
in any accounts delivered to the Bank from time to time pursuant to Paragraph 2 (Information concerning the Borrower) of Schedule
I (Information and Visits), that Group Company shall promptly notify the Bank and on the Bank’s request enter into a Guarantee
Agreement and provide the Bank with:



 


		(i)	a certified copy of the resolution of the competent body (management board, supervisory board, board of
directors and/or general meeting of shareholders) of such Material Subsidiary duly authorising the execution of such Guarantee Agreement
and duly authorising the person or persons signing such Guarantee Agreement on behalf of such Material Subsidiary together with the specimen
signature of each such person or persons;



 


		(ii)	evidence that such Material Subsidiary has obtained all necessary Authorisations required in connection
with such Guarantee Agreement and, where applicable, any accession deed in respect of such Guarantee Agreement; and



 


		(iii)	a legal opinion of a reputable law firm in the jurisdiction of incorporation of such Material Subsidiary,
addressed to the Bank on the valid existence of such Material Subsidiary, the authority and capacity of such Material Subsidiary to enter
into the Guarantee Agreement and on the due execution and choice of law of the Guarantee Agreement,



 


each in form and substance satisfactory
to the Bank.


 


		17.	Hedging



 


The Borrower shall not, and shall procure
that no other Group Company shall, enter into any derivative transaction other than Permitted Hedging, where “Permitted
Hedging” means:


 


		(a)	any derivative transaction by a Group Company to hedge actual or projected exposure arising in the ordinary
course of trading and not for speculative purposes; and



 


		(b)	any derivative instrument of a Group Company which is accounted for on a hedge accounting basis but is
not entered into for speculative purposes.



 


		18.	Restrictions on distributions



 


The Borrower shall not, and shall procure
that no other Group Company shall, declare or distribute dividends, or return or purchase shares, save for:


 


		(a)	with the prior written consent of the Bank;



 


		(b)	payments to a Group Company as a result of a solvent liquidation or reorganisation of a Group Company
which is not an Obligor;



 


		(c)	any dividend payments made by any Subsidiary.



 






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		19.	Restrictions on loans



 


The Borrower shall not, and shall ensure
that no other member of the Group will, be a creditor in respect of any Indebtedness, save for:


 


		(a)	any trade credit extended by any member of the Group to its customers on normal commercial terms and in
the ordinary course of its trading activities;



 


		(b)	any loan made by one member of the Group (other than an Obligor) to another member of the Group;



 


		(c)	a loan made by one Obligor to another Obligor; or



 


		(d)	any other Indebtedness or loan advanced to or made available by any member of the Group with the prior
written consent of the Bank.



 


		20.	Restrictions on intercompany loans



 


The Borrower shall not, and shall procure
that no other Group Company shall, make any payment in respect of any intercompany loan, save for:


 


		(a)	with the prior written consent of the Bank;



 


		(b)	where the lender of the intercompany loan is the Borrower or an Obligor; or



 


		(c)	the payments to a Group Company as a result of a solvent liquidation or reorganisation of a Group Company
which is not an Obligor.



 


		21.	Intellectual Property Rights



 


The Borrower shall, and shall procure
that each other Group Company shall, (i) obtain, safeguard and maintain its rights with respect to the Intellectual Property Rights required
for the implementation of the Investment in accordance with this Contract, including complying with all material contractual provisions
and that the implementation of the Investment in accordance with this Contract will not result in the infringement of the rights of any
person with regard to the Intellectual Property Rights and (ii) ensure that any Intellectual Property Rights required for the implementation
of the Investment will be owned by or licensed to the Borrower, and where such Intellectual Property Rights which are owned by a Group
Company are capable of registration, are registered to such party.


 


		22.	Maintenance of Status



 


The Borrower shall, and shall procure
that each other Group Company shall, remain duly incorporated and validly existing as a corporate entity with limited liability under
the jurisdiction in which it is incorporated and that it will have no centre of main interests, permanent establishment or place of business
outside the jurisdiction in which it is incorporated, and that it will continue to have the power to carry on its business as it is now
being conducted and continue to own its property and other assets.


 






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		23.	Negative pledge



 


		(a)	The Borrower shall not (and shall procure that no other Group Company shall) create or permit to subsist
any Security over any of its assets.



 


		(b)	For the purposes of this Paragraph 23 (Negative pledge), the term Security shall also include
any arrangement or transaction on assets or receivables or money (such as the sale, transfer or other disposal of assets on terms whereby
they are or may be leased to or re-acquired by any Group Company, the sale, transfer or other disposal of any receivables on recourse
terms or any arrangement under which money or the benefit of a bank account or other account may be applied or set off or any preferential
arrangement having a similar effect) in circumstances where the arrangement or transaction is entered into primarily as a method of raising
credit or of financing the acquisition of an asset.



 


		(c)	Sub-paragraph (a) above does not apply to any Security, listed below:



 


		(i)	any Security listed in Schedule M (Existing Permitted Security) except to the extent the principal
amount secured by that Security exceeds the amount stated;



 


		(ii)	any netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking
arrangements for the purpose of netting debit and credit balances;



 


		(iii)	any payment or close out netting or set-off arrangement pursuant to any Permitted Hedging, but excluding
any Security under a credit support arrangement in relation to a hedging transaction;



 


		(iv)	any lien arising by operation of law and in the ordinary course of trading;



 


		(v)	any Security over or affecting any asset acquired by Group Company after the date of this Contract if:



 


		(1)	the Security was not created in contemplation of the acquisition of that asset by a Group Company;



 


		(2)	the principal amount secured has not been increased in contemplation of or since the acquisition of that
asset by a Group Company; and



 


		(3)	the Security is removed or discharged within three (3) months of the date of acquisition of such asset;



 


		(vi)	any Security over or affecting any asset of any company which becomes a Group Company after the date of
this Contract, where the Security is created prior to the date on which that company becomes a Group Company, if:



 


		(1)	the Security was not created in contemplation of the acquisition of that company;



 


		(2)	the principal amount secured has not increased in contemplation of or since the acquisition of that company;
and



 


		(3)	the Security is removed or discharged within three (3) months of that company becoming a Group Company;



 


		(vii)	any Security entered into pursuant to this Contract;



 


		(viii)	any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements
having similar effect in respect of goods supplied to a Group Company in the ordinary course of trading and on the supplier’s standard
or usual terms and not arising as a result of any default or omission by any Group Company; or



 


		(ix)	any Security securing indebtedness the principal amount of which (when aggregated with the principal amount
of any other indebtedness which has the benefit of Security given by a Group Company other than any permitted under sub-paragraphs (i)
to (viii) above) does not exceed 200,000 euros (or its equivalent in another currency or currencies).



 






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		24.	Governmental Grants



 


The
Borrower shall (i) not (and shall procure that no other Group Company) accept or receive any Governmental Grant (other than the Governmental
Grants listed in Schedule K (Permitted Grants) which are permitted only up to the maximum amounts listed for those Governmental
Grants in Schedule K (Permitted Grants) (ii) nor apply for or request an increase to any Permitted Grant, in each case without
the prior written consent of the Bank.


 


		25.	Authorisations



 


The Borrower shall
promptly:


 


		(a)	obtain, comply with and do all that is necessary to maintain
in full force and effect; and



 


		(b)	if requested by the Bank, supply to the Bank copies of any
Authorisations required under any law or regulation of a relevant jurisdiction to enable it to:



 


		(i)	perform its obligations under the Finance Documents to which
it is a party;



 


		(ii)	ensure the legality, validity, enforceability or admissibility in evidence in each of any Finance Document;
and



 


		(iii)	own its assets and carry on its business, trade and ordinary activities as currently conducted where failure
to obtain or comply with those Authorisations would result in a Material Adverse Change.



 


		26.	Other Undertakings



 


The Borrower shall take note of the
Bank’s group statement on tax fraud, tax evasion, tax avoidance, aggressive tax planning, money laundering and financing of terrorism
(as published on the Bank’s website and as may be amended from time to time).


 


		27.	Data Protection



 


		(a)	Before disclosing any personal data (other than mere contact information relating to the Borrower’s
personnel involved in the management of this Contract) to the Bank in connection with this Contract, the Borrower shall ensure that each
data subject of those personal data:



 


		(i)	has been informed of the disclosure (including the categories of personal data to be disclosed); and



 


		(ii)	has the information in (or has been provided with an appropriate link to) the Bank’s privacy statement
in relation to its lending and investment activities set out at the relevant time at https://www.eib.org/en/privacy/lending (or such other
address as the Bank may notify to the Borrower in writing from time to time).



 






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		28.	EU Guidelines



 


Following the signature by the State
of Israel of the agreement to join the Horizon 2020 programme, the new EU research and innovation programme, dated 8 June 2014 and the
terms set out therein, the Borrower by signing this agreement commits to comply with the EU Guidelines on the eligibility of Israeli entities
for financial instruments funded by the EU from 2014 onwards.


 


		29.	Signing – Condition Subsequent



 


Within 10 (ten) Business Days following
the signing of this Contract, the Borrower shall provide evidence to the Bank, in form and substance satisfactory to it, that the Upfront
Fee has been paid to the Bank.


 


		28.	Sanctions



 


		(a)	The Borrower shall not, and shall procure that any other Obligor shall not, directly or indirectly maintain
or enter into a business relationship with, and/or make any funds and/or economic resources available to, or for the benefit of, any Sanctioned
Person in connection with the Investment.



 


		(b)	The Borrower shall not, and shall procure that any other Obligor shall not, directly or indirectly:



 


		(i)	use all or part of the proceeds of the Loan or lend, contribute or otherwise make available such proceeds
to any person, in each case, in any manner that would result in a breach by itself or by the Bank of applicable Sanctions; or



 


		(ii)	fund all or part of any payment under the Contract out of proceeds derived from activities or businesses
with a Sanctioned Person, a person in breach of the Sanctions or in any manner that would result in a breach by itself or by the Bank
of the Sanctions.



 


		(c)	The Borrower shall ensure that all amounts borrowed by it under this
Contract are not made available to, or for the benefit of, persons or entities designated by restrictive measures adopted pursuant to
Article 215 of the Treaty on the Functioning of the European Union.



 


		29.	Financial Covenants



 


The
Borrower shall ensure compliance with the Financial Ratio in accordance with Schedule J (Financial Covenant).


 


		30.	Project



 


To the extent additional assets, rights
and/or receivables (“Project Assets”) are created, obtained or acquired by the Borrower in connection with the Project,
the Borrower shall take all such steps to ensure that such Project Assets are subject to the Security conferred by the Security Documents
including by way of entering into any amendments to the Security Documents or any additional Security Documents and making all such necessary
filings and registrations as are required including filing such amendment or additional Security Document at the Israeli Registrar of
Companies within the required timeframe.


 




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Schedule
I


 


Information and Visits


 


		1.	Information concerning the Investment



 


		(a)	The Borrower shall deliver to the Bank:



 


		(i)	the information in content and in form, and at the times, specified in Part A.2 (Information Duties)
of Schedule A (Investment Specification and Reporting) or otherwise as agreed from time to time by the parties to this Contract;



 


		(ii)	any such information or further document concerning the Investment] as the Bank may reasonably require
to comply with its obligations under the Horizon 2020 Legal Basis; and



 


		(iii)	any such information or further document concerning the financing, procurement, implementation, operation
and environmental matters of or for the Investment as the Bank may reasonably require within a reasonable time;



 


provided
always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission
within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own
staff or a consultant or any other third party, at the Borrower’s expense and the Borrower shall provide such persons with all assistance
necessary for the purpose.


 


		(b)	The Borrower shall submit for the approval of the Bank without delay any material changes to the Investment,
also taking into account the disclosures made to the Bank in connection with the Investment prior to the signing of this Contract, in
respect of, inter alia, the total cost, plans, timetable or to the expenditure programme or financing plan for the Investment.



 


		(c)	The Borrower shall promptly inform the Bank of:



 


		(i)	any action initiated or any objection raised by any third party or any genuine complaint received by the
Borrower or any material Environmental Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental
or other matters affecting the Investment; and



 


		(ii)	any fact or event known to the Borrower, which may substantially prejudice or affect the Borrower’s ability
to execute the Investment;



 


		(iii)	a genuine allegation, complaint or information with regard to Criminal Offences or any Sanction related
to the Loan and/or the Investment; and



 


		(iv)	any non-compliance by it with any applicable Environmental Law; and



 


		(v)	any suspension, revocation or modification of any Environmental Approval,



 


and set out the
action to be taken with respect to such matters;


 


		(d)	If the total cost of the Investment exceeds the estimated figure set out in Recital (A), the Borrower
shall notify the Bank without delay and shall inform the Bank of its plans to fund the increased costs.



 


		(e)	The Borrower shall, and shall procure that each other Group Company shall, promptly inform the Bank if
at any time it becomes aware of the illicit origin (including products of money laundering or linked to the financing of terrorism) of
any funds invested in the Investment by the Borrower or by its controlling entities or another Group Company.



 


		(f)	The Borrower shall provide to the Bank, if so requested:



 


		(i)	a certificate of its insurers showing that all assets required in order to carry out the Investment are
insured with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on
the same or substantially similar business; and



 


		(ii)	annually, a list of policies in force covering any aspect of the Investment, together with confirmation
of payment of the current premiums.



 






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		2.	Information concerning the Borrower



 


		(a)	The Borrower shall deliver to the Bank:



 


		(i)	as soon as they become available but in any event within 180 (one hundred and eighty) days after the end
of each of its financial years its audited consolidated and unconsolidated annual report, balance sheet, cash flow statement, profit and
loss account and auditors report for that financial year together with a Compliance Certificate signed by 2 (two) directors;



 


		(ii)	as soon as they become available but in any event within 90 (ninety days) days after the end of each financial
half year (and, as of January 1st 2023, after each financial quarter) its audited consolidated and unconsolidated report, balance sheet,
profit and loss account and cash flow statement for that financial half year (or, as of January 1st 2023, that financial quarter) together
with a Compliance Certificate signed by 2 (two) directors;



 


		(iii)	as soon as they become available but in any event within 30 (thirty) days after the end of each relevant
period its liquidity forecast for the next 12 (twelve) months on a rolling basis, in form and substance satisfactory to the Bank;



 


		(iv)	such further information, evidence or document concerning its general financial situation or such certificates
of compliance with the undertakings of Article 7 (Borrower
undertakings and representations) as the Bank may deem necessary or may reasonably require to be provided within a reasonable
time; and



 


		(v)	any such further information, evidence
or document concerning the compliance with the due diligence requirements of the Bank, including, but not limited to “know your
customer” (KYC) or similar identification procedures, when requested and within a reasonable time4;



 


		(vi)	such further information, evidence or document concerning the factual information or documents provided
to the Bank for the purposes of entering into this Contract, as the Bank may deem necessary or may require to be provided within a reasonable
time;



 


		(b)	The Borrower shall inform the Bank immediately of:



 


		(i)	any Default or Event of Default having occurred or being threatened or anticipated;



 


		(ii)	to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation
carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief is current, threatened
or pending:



 


		(1)	against the Borrower or its controlling entities or members of the Borrower’s management bodies in connection
with Criminal Offences related to the Loan or the Investment; or



 


		(2)	which might if adversely determined result in a Material Adverse Change;



 


		(iii)	any measure taken by the Borrower pursuant to Paragraph 6 (Integrity) of Schedule H (General
Undertakings);



 


		(iv)	any Change in the Beneficial Ownership of the Borrower;



 


		(v)	any fact or event which results in the Borrower, any other Obligor or any Relevant Person in respect of
the Borrower or any other Obligor, or any of their controlling entities being a Sanctioned Person; and



 


		(vi)	any Voluntary Non EIB Prepayment that has occurred or is likely to occur.



 


 






 






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		3.	Visits by the Bank



 


		(a)	Each Obligor shall allow the Bank and, when either required by the relevant mandatory provisions of EU
law or pursuant to the Horizon 2020 Legal Basis, the competent EU institutions including the European Court of Auditors, the Commission,
the European Anti-Fraud Office, the European Public Prosecutor’s Office as well as persons designated by the foregoing:



 


		(i)	to visit the sites, installations and works comprising the Investment;



 


		(ii)	to interview representatives of each Obligor, and not obstruct contacts with any other person involved
in or affected by the Investment; and



 


		(iii)	to conduct such investigations, inspections, on the spot audits and checks as they may wish and review
the Obligors’ books and records in relation to the execution of the Investment and to be able to take copies of related documents
to the extent not prohibited by the law.



 


		(b)	Each Obligor shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance
for the purposes described in this Paragrah 3 (Visits by the Bank).



 


		(c)	In the case of a genuine allegation, complaint or information with regard to Criminal Offences related
to the Loan and/or the Investment, the Borrower shall consult with the Bank in good faith regarding appropriate actions. In particular,
if it is proven that a third party committed Criminal Offences in connection with the Loan and/or the Investment with the result that
the Loan or the financing under the Horizon 2020 Framework EU Programme were misapplied, the Bank may, without prejudice to the other
provisions of this Contract, inform the Borrower if, in its reasonable view, the Borrower should take appropriate recovery measures against
such third party. In any such case, the Borrower shall in good faith consider the Bank’s views and keep the Bank informed.



 


		4.	Disclosure and publication



 


		(a)	The Borrower acknowledges and agrees that:



 


		(i)	the Bank may be obliged to communicate information relating to the Borrower and the Investment to any
competent institution or body of the European Union in accordance with the relevant mandatory provisions of European Union law or pursuant
to the Horizon 2020 Legal Basis; and



 


		(ii)	the Bank may publish in its website or produce press releases containing information related to the financing
provided pursuant to this Contract , including the name, address and country of establishment of the Borrower the purpose of the financing,
and the type and amount of financial support received under this Contract.



 


		(b)	If requested by the Bank, the Borrower undertakes to refer to this financing and other Bank financings
in its public communications, if appropriate, during the availability period, and in connection with any drawdowns, and communications
on major corporate events.



 


		5.	Confidential information



 


Where the Borrower provides information
to the Bank in connection with this Contract, it shall clearly indicate whether or not such information is already public, and if it is
confidential the Borrower shall ensure the public publication of such information at the same time, or immediately after, it is shared
with the Bank. The Borrower will not share any inside information with the Bank before it is published to the market and shall notify
the Bank as to whether such information constitutes inside information (for the purposes of the EU Market Abuse Regulation) at the time
it is shared.


 




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Schedule J


 


Financial Covenant


 


		1.	Financial covenants



 


The Borrower shall ensure that the following
financial ratio (the “Financial Ratio”) will be maintained on a consolidated basis for the Group: Cash and Cash Equivalent
Investments on any date shall be in an amount not less than EUR350,000 (three hundred and fifty thousand euros).


 


		2.	Financial Testing



 


The Financial Ratio shall be calculated
in accordance with GAAP (as applied by the Borrower on the date of this Contract and as GAAP is amended from time to time) and tested
by reference to the annual and semi-annual consolidated financial statements delivered in accordance with paragraph 2(a) of Schedule I
(Information and Visits) as at the end of Relevant Period, and set out in the Compliance Certificate delivered to the Bank along
with such financial statements.


 


		3.	Definitions



 


In this Contract:


 


“Borrowings”
means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment
or redemption) of any indebtedness of the Group Companies for or in respect of:


 


		(a)	moneys borrowed and debit balances at banks or other financial institutions;



 


		(b)	any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent);



 


		(c)	any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;



 


		(d)	any Finance Lease;



 


		(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse
basis);



 


		(f)	any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit
or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a Group
Company which liability would fall within one of the other paragraphs of this definition;



 


		(g)	any amount raised by the issue of shares which are redeemable (other than at the option of the issuer)
before the final repayment date of the Loan;



 






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		(h)	any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons
behind the entry into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question;



 


		(i)	any amount raised under any other transaction (including any forward sale or purchase agreement, sale
and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under
IFRS; and



 


		(j)	(without double counting) the amount of any liability in respect of any guarantee or indemnity for any
of the items referred to in paragraphs (a) to (i) above.



 


“CAPEX”
means any expenditure or obligation in respect of expenditure (other than expenditure or obligations in respect of the acquisition of
a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation
of a company) which, in accordance with IFRS, is treated as capital expenditure (and (except for the purposes of paragraph (g) of the
definition of “Cash Flow” where it shall not be included) including the capital element of any expenditure or obligation incurred
in connection with a Finance Lease).


 


“Cash and
Cash Equivalent Investments” means, for any Relevant Period, the aggregate of:


 


		(a)	cash in hand or on deposit with any bank, including, without limitation, any amounts standing to the credit
of any current account and any overnight and time deposits;



 


		(b)	the market value of any investment in special funds which are capable of being liquidated on short notice;



 


		(c)	the market value of any securities, regardless of their initial or residual maturity which are capable
of being liquidated on short notice; and



 


		(d)	any other instrument, securities or investment approved by the Bank.



 


“Cash Flow”
means, in respect of any Relevant Period, EBITDA for that Relevant Period after:


 


		(a)	adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that
Relevant Period;



 


		(b)	adding the amount of any cash receipts (and deducting the amount of any cash payments) during that Relevant
Period in respect of any Exceptional Items not already taken account of in calculating EBITDA for any Relevant Period;



 


		(c)	adding the amount of any cash receipts during that Relevant Period in respect of any Tax rebates or credits
and deducting the amount actually paid or due and payable in respect of Taxes during that Relevant Period by any Group Company;



 


		(d)	adding (to the extent not already taken into account in determining EBITDA) the amount of any dividends
or other profit distributions received in cash by any Group Company during that Relevant Period from any entity which is itself not a
Group Company and deducting (to the extent not already deducted in determining EBITDA) the amount of any dividends paid in cash during
the Relevant Period to minority shareholders in Group Companies;



 






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		(e)	adding the amount of any cash paid to a Group Company in the Relevant Period that represents repayment
of any loan made to a Joint Venture;



 


		(f)	adding the amount of any increase in provisions, other non-cash debits and other non-cash charges (which
are not Current Assets or Current Liabilities) and deducting the amount of any non-cash credits (which are not Current Assets or Current
Liabilities) in each case to the extent taken into account in establishing EBITDA; and



 


		(g)	deducting the amount of any CAPEX actually made in cash during that Relevant Period by any Group Company
and the aggregate of any cash consideration paid for, or the cash cost of, any acquisitions and the amount of any Joint Venture investments
except (in each case) to the extent funded fromthe proceeds of any Permitted Disposal or insurance claims permitted to be retained for
this purpose and so that no amount shall be added (or deducted) more than once.



 


“Current Assets”
means the aggregate (on a consolidated basis) of all inventory, work in progress, trade and other receivables of each Group Company including
prepayments in relation to operating items and sundry debtors (but excluding Cash and Cash Equivalent Investments) expected to be realised
within 12 (twelve) months from the date of computation but excluding amounts in respect of:


 


		(a)	receivables in relation to Tax;



 


		(b)	Exceptional Items and other non-operating items;



 


		(c)	insurance claims; and



 


		(d)	any interest owing to any Group Company.



 


“Current Liabilities”
means the aggregate (on a consolidated basis) of all liabilities (including trade creditors, accruals and provisions) of each Group Company
expected to be settled within 12 (twelve) months from the date of computation but excluding amounts in respect of:


 


		(a)	liabilities for Borrowings and Finance Charges;



 


		(b)	liabilities for Tax;



 


		(c)	Exceptional Items and other non-operating items;



 


		(d)	insurance claims; and



 


		(e)	liabilities in relation to dividends declared but not paid by the Borrower or by a Group Company in favour
of a person which is not a Group Company.



 






    62


     


    

 


“Debt Service”
means, in respect of any Relevant Period, the aggregate of:


 


		(a)	Finance Charges for that Relevant Period;



 


		(b)	all scheduled and mandatory repayments of Borrowings falling due and any voluntary prepayments made during
that Relevant Period but excluding:



 


		(i)	any amounts falling due under any overdraft or revolving facility and which were available for simultaneous
redrawing according to the terms of that facility;



 


		(ii)	for the avoidance of doubt, any mandatory prepayment made pursuant to this Contract;



 


		(iii)	any such obligations owed to any Group Company; and



 


		(iv)	any prepayment of Borrowings existing on the date of this Contract which is required to be repaid under
the terms of this Contract; and



 


		(c)	the amount of the capital element of any payments in respect of that Relevant Period payable under any
Finance Lease entered into by any Group Company,



 


and so that no amount shall be included
more than once.


 


“EBITDA”
means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation (excluding the results from discontinued
operations):


 


		(a)	before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges
and other finance payments whether paid, payable or capitalised by any Group Company (calculated on a consolidated basis) in respect of
that Relevant Period;



 


		(b)	not including any accrued interest owing to any Group Company;



 


		(c)	after adding back any amount attributable to the amortisation or depreciation of assets of Group
Companies;



 


		(d)	before taking into account any Exceptional Items;



 


		(e)	after deducting the amount of any profit (or adding back the amount of any loss) of any Group Company
which is attributable to minority interests;



 


		(f)	plus or minus the Group’s share of the profits or losses (after finance costs and tax) of any investment
or entity (which is not itself a Group Company (including associates and Joint Ventures)) in which any Group Company has an ownership
interest;



 


		(g)	before taking into account any unrealised gains or losses on any financial instrument (other than
any derivative instrument which is accounted for on a hedge accounting basis); and



 


		(h)	before taking into account any gain arising from an upward revaluation of any other asset,



 


in each case, to the extent added, deducted
or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation.


 






    63


     


    

 


“Exceptional
Items” means any material items of an unusual or non-recurring nature which represent gains or losses including those arising
on:


 


		(a)	the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;



 


		(b)	disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write
down or impairment;



 


		(c)	disposals of assets associated with discontinued operations; and



 


		(d)	any other examples of “exceptional items” (as such term has the meaning attributed to it in
IFRS).



 


”Excess Cashflow”
means, for any period for which it is being calculated, Cash Flow for that period plus initial outstanding Cash and Cash Equivalents less
(except to the extent already deducted in calculating Cash Flow):


 


		(a)	Debt Service for that period;



 


		(b)	the amount of any voluntary prepayments made under this Contract during that period; and



 


		(c)	the amount of any New Shareholder Injections made during that period or any additional Indebtedness.



 


“Finance Charges”
means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or
charges and other finance payments in respect of any Indebtedness of any Group Company (calculated on a consolidated basis) in cash in
respect of that Relevant Period:


 


		(a)	excluding any upfront fees or costs;



 


		(b)	including the interest (but not the capital) element of payments in respect of Finance Leases;



 


		(c)	including any commission, fees, discounts and other finance payments payable by (and deducting any such
amounts payable to) any Group Company under any interest rate hedging arrangement;



 


		(d)	if a Joint Venture is accounted for on a proportionate consolidation basis, after adding the Group’s share
of the finance costs or interest receivable of the Joint Venture;



 


		(e)	taking no account of any unrealised gains or losses on any financial instruments other than any derivative
instruments which are accounted for on a hedge accounting basis; and



 


		(f)	excluding any capitalised interest,



 


together with the amount of any cash
dividends or distributions paid or made by the Borrower in respect of that Relevant Period and so that no amount shall be added (or deducted)
more than once.


 


“Indebtedness
for Borrowed Money” means, in relation to the Borrower and any other Group Company, at any time, any Indebtedness save for any
indebtedness for or in respect of paragraphs (e) and (g) of the definition of ” Indebtedness” or any Indebtedness arising
between one Obligor and another Obligor, in each case without double counting.


 


“Total Assets”
means the total consolidated assets of the Group, as shown in the Borrower’s latest consolidated financial statements.


 


“Working Capital”
means, on any date, Current Assets less Current Liabilities.


 




    64


     


    

 


Schedule K: Permitted Grants


 


Permitted Grants as of the date of this Agreement


 


	Program	 	Date	 	Total
    budget	 	 	Grant	 	 	Grant
    % of budget	 	 	grant
    accepted	 	 	Grant
    % used	 	 	grant
    remaining	 	 	To be
    repaid	 	 	comments	 	Local/Non Israel
    program
	54939	 	2015	 	 	₪4,415,695	 	 	 	₪1,766,278	 	 	 	40	%	 	 	₪1,603,402	 	 	 	91	%	 	 	₪-	 	 	 	₪-	 	 	closed	 	Local
	57257	 	2016	 	 	₪2,838,319	 	 	 	₪1,419,160	 	 	 	50	%	 	 	₪1,192,171	 	 	 	84	%	 	 	₪-	 	 	 	₪-	 	 	closed	 	Local
	pioneer 1	 	2016-2014	 	 	₪5,384,718	 	 	 	₪1,500,182	 	 	 	28	%	 	 	₪1,257,272	 	 	 	84	%	 	 	₪-	 	 	 	₪1,257,272	 	 	closed	 	Local
	Siyoa fund	 	07/2017-07/2018	 	 	₪995,500	 	 	 	₪497,750	 	 	 	50	%	 	 	₪432,845	 	 	 	87	%	 	 	₪-	 	 	 	₪-	 	 	closed	 	Local
	pioneer 2	 	2019-2017	 	 	₪2,000,000	 	 	 	₪1,000,000	 	 	 	50	%	 	 	₪859,182	 	 	 	86	%	 	 	₪140,818	 	 	 	₪1,000,000	 	 	budget shift to NYPA	 	Local
	Ministry of defense	 	2020-2018	 	 	₪1,506,907	 	 	 	₪452,072	 	 	 	30	%	 	 	₪452,072	 	 	 	100	%	 	 	₪452,072	 	 	 	₪542,487	 	 	 	 	Local
	Shalav US+S.Africa	 	02/2020-2018	 	 	₪380,025	 	 	 	₪199,831	 	 	 	53	%	 	 	₪177,969	 	 	 	89	%	 	 	₪21,862	 	 	 	₪199,831	 	 	 	 	Local
	Shalav Brazil+Australia	 	2021-2019	 	 	₪392,000	 	 	 	₪196,000	 	 	 	50	%	 	 	₪169,633	 	 	 	87	%	 	 	₪26,367	 	 	 	₪196,000	 	 	 	 	Local
	BIRD	 	08/2020-2018	 	$	1,324,458	 	 	$	662,229	 	 	 	50	%	 	$	551,857	 	 	 	83	%	 	$	110,372	 	 	$	993,344	 	 	program extended	 	Non Israel Program
	NYPA	 	2020-2018	 	$	580,000	 	 	$	580,000	 	 	 	100	%	 	$	580,000	 	 	 	100	%	 	$	0	 	 	$	580,000	 	 	NYPA’s addition to the program	 	Non Israel Program
	ENEL	 	2019-2020	 	 	₪7,009,792	 	 	 	₪3,504,896	 	 	 	50	%	 	 	₪2,065,499	 	 	 	59	%	 	 	₪1,439,397	 	 	 	₪4,205,875	 	 	 	 	Local
	Israel-Brazil	 	10/2019-09/2020	 	 	₪4,633,677	 	 	 	₪1,853,471	 	 	 	40	%	 	 	₪1,097,514	 	 	 	59	%	 	 	₪755,957	 	 	 	₪2,224,165	 	 	 	 	Local
	Biomass	 	06/2021-2020	 	 	₪3,418,040	 	 	 	₪1,709,020	 	 	 	50	%	 	 	₪764,969	 	 	 	45	%	 	 	₪944,051	 	 	 	₪2,050,824	 	 	 	 	Local
	High Tempreture	 	06/2020-05/2021	 	 	₪8,800,520	 	 	 	₪3,520,208	 	 	 	40	%	 	 	₪1,760,104	 	 	 	50	%	 	 	₪1,760,104	 	 	 	₪4,224,250	 	 	 	 	Local
	R&D to Manufacturing	 	09/2020-08/2021	 	 	₪3,281,832	 	 	 	₪1,640,916	 	 	 	50	%	 	 	₪574,321	 	 	 	0	%	 	 	₪1,066,595	 	 	 	₪-	 	 	No royalties are expected to be pid	 	Local
	Pioneer 3	 	 	 	 	₪1,365,000	 	 	 	₪682,500	 	 	 	50	%	 	 	 	 	 	 	0	%	 	 	₪682,500	 	 	 	₪682,500	 	 	 	 	Local
	Grants
    to be repaid (EUR)	 	 	 	 	 	 	 	€	5,081,004	 	 	 	 	 	 	 	 	 	 	 	 	 	 	€	1,786,611	 	 	€	5,631,335	 	 	 	 	 



 


Grants
on approval process:




 


	Program	 	Date	 	Total budget	 	Grant	 	 	Grant
    % of budget	 	 	grant
    accepted	 	 	Grant
    % used	 	 	grant
    remaining	 	 	To be
    repaid	 	 	Comments	 	 
	Enel 2	 	still pending	 	₪ 5,437,865	 	 	₪2,718,933	 	 	 	50	%	 	 	₪-	 	 	 	      0	%	 	 	2718932.5	 	 	 	₪3,262,719	 	 	has not apporved yet	 	Local
	Galil Hospital	 	still pending	 	₪ 12,140,133	 	 	₪7,284,080	 	 	 	60	%	 	 	₪-	 	 	 	0	%	 	 	7284079.8	 	 	 	₪8,740,896	 	 	has not apporved yet	 	Local
	Grants
    to be repaid (EUR)	 	 	 	 	 	€	2,556,968	 	 	 	 	 	 	 	 	 	 	 	 	 	 	€	2,556,968	 	 	€	3,068,362	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
    All (EUR)	 	 	 	 	 	€	7,637,972	 	 	 	 	 	 	 	 	 	 	 	 	 	 	€	4,343,579	 	 	€	8,699,696	 	 	 	 	 




 




    65


     


    

 


Schedule L: Additional Permitted Indebtedness


 


		1.	Incurred under any Permitted Grants up to an aggregate amount of EUR9,500,000 (nine million five-hundred
thousand euros) (or its equivalent in another currency);



 


		2.	Fixed deposit up to an aggregate amount of NIS 300,000 (three-hundred thousand New Israeli Shekel) against
a bank guarantee in favour of Amot Denisra Park Afek Ltd. to secure office rental fees;



 


		3.	Fixed deposit up to an aggregate amount of NIS 32,000 (thirty-two thousand New Israeli Shekel) against
a bank guarantee in favor of IEA;



 


		4.	Fixed Deposit up to an aggregate amount of NIS 75,000 (seventy-five thousand New Israeli Shekel) against
a bank guarantee in favour of the Ministry of Energy in relation to a Permitted Grant;



 


		5.	A loan to finance the acquisition of a vehicle in the possession of the Borrower (Lexus) up to an aggregate
amount of NIS75,000 (seventy-five thousand New Israeli Shekel);



 


		6.	Fixed deposit up to an aggregate amount of NIS 250,000 (two-hundred and fifty thousand New Israeli Shekel)
against a bank guarantee granted to the Borrower’s subsidiary, Rotem Industries Ltd. to secure office rental fees; and



 


		7.	A loan to finance the acquisition of a vehicle in the possession of the Borrower (Renault) up to an amount
of NIS20,000 (twenty thousand New Israeli Shekel).



 




    66


     


    

 


Schedule M


 


Existing Permitted Security


 


		1.	The fixed charge dated 14 May 2015 granted by the Borrower in favour of Bank Hapoalim Ltd. (“Bank
Hapoalim”) over a cash deposit (and any interest thereon) in the amount of NIS 300,000 in the account of the Borrower at Bank
Hapoalim, account number 352327, branch 110 (or any replacement account) (transaction number 1460001) to secure the debt listed as item
number 2 on Schedule L, Permitted Indebtedness (Pledge number 5 on the Borrower’s company extract at the Israel Registrar of Companies)



 


		2.	The fixed charge dated 1 December 2016 granted by the Borrower in favour of Bank Hapoalim over the cash
deposit in the amount of NIS 26,000 (and any interest thereon) in the account of the Borrower at Bank Hapoalim, account number 352327,
branch 110 (or any replacement account) (transaction number 3350001) to secure the debt listed as item number 4 on Schedule L, Permitted
Indebtedness (Pledge number 9 on the Borrower’s company extract at the Israel Registrar of Companies)



 


		3.	The fixed charge dated 30 April 2017 granted by the Borrower in favour of Bank Hapoalim in amount to NIS
250,000 over the vehicle, Lexus CVT-E RX450H, chassis number 02022007, registration number 7669486 (including all insurance rights) to
secure the debt listed as item number 5 on Schedule L, Permitted Indebtedness (Pledge number 10 on the Borrower’s company extract at the
Israel Registrar of Companies)



 


		4.	The fixed charge dated 24 October 2017 granted by the Borrower in favour of Auto Cash Financial Services
Ltd. over the vehicle, Renault Fluence, registration number 2280933 including all rights of the borrower in this vehicle, all rights of
the borrower according to the loan agreement and the appendix attached to it, all rights under the insurance policies in connection with
the above vehicle and any other right to compensation and/or indemnification of Auto Cash Financial Services Ltd. due to loss and/or damage
and/or the expropriation of the above vehicle to secure the debt listed as item number 7 on Schedule L, Permitted Indebtedness (Pledge
number 11 on the Borrower’s company extract at the Israel Registrar of Companies)



 


		5.	The fixed charge dated 13 July 2020 granted by the Borrower in favour of Mizrahi Tefahot Bank Ltd. (“Bank
Mizrahi”) over all rights (including cash and deposits) in the account of the Borrower at Bank Mizrahi, account number 081368,
branch 522 to secure the debt listed as item number 6 on Schedule L, Permitted Indebtedness (Pledge number 17 on the Borrower’s company
extract at the Israel Registrar of Companies)



 


		6.	The fixed charge and assignment by way of security dated 1 November 2020 granted by the Borrower in favour
of Bank Hapoalim over the cash deposit in the amount of NIS 100,000 (and any interest thereon) in the account of the Borrower at Bank
Hapoalim, account number 352327, branch 110 (transaction number 2950001) to secure the debt listed as item number 7 on Schedule L, Permitted
Indebtedness (Pledge number 18 on the Borrower’s company extract at the Israel Registrar of Companies)



 


		7.	The fixed charge and assignment by way of security dated 20 January 2021 granted by the Borrower in favour
of Bank Hapoalim over the cash deposit in the amount of NIS 30,000 (and any interest thereon) in the account of the Borrower at Bank Hapoalim,
account number 352327, branch 110 (transaction number 170001) to secure the debt listed as item number 3 on Schedule L, Permitted Indebtedness
(Pledge number 19 on the Borrower’s company extract at the Israel Registrar of Companies)



 


 







67