Exhibit 10.3


 


BY E-MAIL and BY COURIER


 


TO:


Brenmiller Energy Ltd.


13, Amal Street,


Rosh HaAyin


4809249, Israel


 


To the attention of Nir Brenmiller, Executive Vice President


 


	Luxembourg,		14 July 2022 JU/OPS-POURFV/VD/SB/fb N 2022-10071



 


	Sublect:	New Thermal Storage Manufacturing Plant (EDP) (2018-0605) (FI N° 90061)



Finance contract entered into by
and between the European Investment Bank (the “Bank”) and Brenmiller Energy Ltd. (the “Borrower”) on
31 March 2021 (the “Finance Contract”) as amended from time to time


 


Amendment No. 2 to the Finance Contract


 


Dear Sirs,


 


Reference is made to the Finance Contract as defined above.


 


	1.	INTERPRETATION



 


		1.1	Unless otherwise defined, capitalized terms used in this letter have the same meaning attributed to them
in the Finance Contract. References to Articles in this this letter are references to Articles in the Finance Contract.



 


		1.2	In this letter:



 


“Effective Date” means
the date upon which the Bank confirms in writing to the Borrower (including by electronic mail or other electronic means) that the Bank
has received in a form and substance satisfactory to it a non-editable PDF copy of this letter duly countersigned by the Authorised Signatory(ies)
of the Borrower, together with a certified copy of the relevant authority of the signatory(ies).


 


	2.	AMENDMENT TO THE FINANCE CONTRACT



 


		2.1	With effect from the Effective Date, limb (a) of Article 2.9 (Non-utilization fee) of the Finance
Contract shall be deleted in its entirety and replaced with the following:



 


		(a)	If no disbursement is made within 18 (eighteen) 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).’



 


		2.2	This letter is a Finance Document.



 






     


     


    

 


	3.	REPRESENTATIONS



 


		3.1	The Borrower represents and warrants to the Bank on the date it countersigns this letter and on the Effective
Date that:



 


		(a)	each Repeating Representation is correct in all respects on the date of counter-signature of this letter;



 


		(b)	no Event of Default has occurred and is continuing unremedied or unwaived;



 


		(c)	it complies with its obligations under the Finance Documents and it undertakes to promptly inform the
Bank should it no longer so comply; and



 


		(d)	has taken all necessary action to authorize its entry into, performance and delivery, of this letter and
the transactions contemplated hereby.



 


		3.2	The Borrower acknowledges that the Bank has entered into this letter in full reliance on the representations,
warranties and undertakings made by the Borrower in this letter.



 


	4.	CONTINUING OBLIGATIONS



 


		4.1	The provisions of the Finance Documents shall continue in full force and effect. The Borrower acknowledges
and agrees that, other than as set out expressly and this letter, this letter does not constitute a waiver granted by the Bank or amendment
of any term or condition of a Finance Documents.



 


		4.2	The Bank reserves any and all contractual and legal rights it has under the Finance Documents and the
applicable law. This letter is delivered without prejudice to any rights which the Bank may have at any time now or in the future in relation
to any breach, any Event of Default or any other circumstances or matters other than as specifically referred to in this letter (and whether
subsisting at the date of this letter or otherwise), which rights shall remain in full force and effect.



 


		4.3	The Borrower shall, at the request of the Bank and at its own expense, do all such acts and things necessary
or desirable to give effect to the amendments effected or to be effected pursuant to this letter.



 


	5.	GOVERNING LAW AND JURISDICTION



 


This letter shall be governed by the
laws of Luxembourg and the jurisdiction will be as set out in Article 10.2 (Jurisdiction) of the Finance Contract.


 


If you are in agreement with the above, please
have one (1) PDF copy of this Letter, dated and duly signed in the name and on behalf of Brenmiller Energy Ltd. in its capacity as Borrower
returned to the Bank, to the attention of Stefan Becker (tel. +3524379-82459, e-mail: beckersaeib.orq) promptly followed by two (2) originals
of the Letter once those originals have been circulated to you by the Bank.


 


Yours faithfully,


 


EUROPEAN INVESTMENT BANK


 


	/s/ Matthias Woitok	 	/s/ Becker Stefan
	Name:	Matthias Woitok	 	Name:	Becker Stefan
	Title:	Head of Division	 	Title	 Principal Advisor


 


	Acknowledge and agreed for and on behalf of,	 
	Brenmiller Energy Ltd.	 
	as Borrower	 
	 	 
	/s/ Brenmiller Energy Ltd.	 
	Name:	 
	Title:	 


 






    2