Exhibit 10.1


 


December
16, 2021


 


To:
On Track Innovations Ltd. (the “Company”)


 


Re:
Second Notice of Exercise of Option and Agreement


 


This
Second Notice of Exercise of Option and Letter Agreement (“Second Notice and Letter Agreement”) is provided in connection
with that Loan Financing Agreement by and among the Company and the Lenders (as defined therein), dated as of December 9, 2020, as amended
as of January 26, 2021 (the “Loan Agreement”), and in connection with that Notice of Exercise of Option and Agreement
entered into by and among the Company and the Majority Lender as of June 17, 2021, pursuant to which, among other matters, the Maturity
Period was extended until December 17, 2021 (the “First Notice and Letter Agreement”).


 


Terms
used and not otherwise defined herein shall have such meaning ascribed to them in the Loan Agreement.


 


The
undersigned advises the Company of the following:


 


		1.	The
                                            undersigned being the Majority Lender, hereby exercises its right under Section 1.6 of the
                                            Loan Agreement, to extend the Maturity Period.



 


		2.	Pursuant
                                            to Section 1.6 of the Loan Agreement, it is hereby agreed that the Maturity Period is extended
                                            until January 28, 2022.



 


		3.	It
                                            is further agreed, that the interest accrued on the Loan Amount and the previous Interest
                                            Debt (as defined under the First Notice and Letter Agreement) for the Maturity Period, as
                                            extended (i.e., for that time period commencing on the Initial Closing and/or the Second
                                            Closing, as the case may be, and elapsing on December 17, 2021), is equal to US$ 137,818
                                            (the “Second Notice Interest Debt”).



 


		4.	Whereas,
                                            the Company determined that it is in its best interest, it is therefore further agreed, notwithstanding
                                            Section 4.1 of the Loan Agreement and notwithstanding the First Notice and Letter Agreement,
                                            that:



 


		i	the
                                            payment by Company of the Second Notice Interest Debt to the Lenders shall be made on January
                                            28, 2022, and for the avoidance of doubt, such debt shall remain included in the Secured
                                            Amount for all purposes under the Loan Agreement;



 


		ii	as
                                            of the date hereof, the Loan Amount and the Second Notice Interest Debt shall both continue
                                            to accrue interest at a rate of 10% per annum and such accrued interest shall also be paid
                                            to the Lenders on January 28, 2022 (the “Extension Interest”); and



 


		iii	For
                                            the avoidance of doubt, Section 5.1(c) of the Loan Agreement exclusively shall apply in respect
                                            of the conversion of the entire Secured Amount, including without limitation, the Second
                                            Notice Interest Debt and the Extension Interest.



 


		5.	Subject
                                            only to the provisions of Sections 1, 2, 3, and 4 above, the Loan Agreement and the First
                                            Notice and Letter Agreement shall both continue to be in effect and apply, in accordance
                                            with their terms, including without limitation, as to the Maturity Period (as extended under
                                            the First Notice and Letter Agreement and under this Second Notice and Letter Agreement),
                                            and as to the Secured Amount.



 


		6.	Without
                                            derogating from Section 5 above, in the event of any contradiction or conflict between this
                                            Second Notice and Letter Agreement and the Loan Agreement and/or the First Notice and Letter
                                            Agreement, this this Second Notice and Letter Agreement shall prevail



 


		7.	If
                                            the foregoing is acceptable to you, please indicate your agreement by signing this Second
                                            Notice and Letter Agreement below.



 


[Signature
page follows]


 












     


    


    

 


 Sincerely,


 







	Jerry L. Ivy, Jr. Descendants’ Trust	 
	 	 
	By:	/s/ Jerry L. Ivy
	 
	Title:	Trustee	 





 


 Agreed:




 





	On Track Innovations Ltd. 	 
	 	 
	By:	/s/ Assaf Cohen
	 
	Title: 	CFO	 





 


 


	 	Cc: 	Scott Medford
	 	 	Mark R. Beatty, Esq.
	 	 	Yoram Shiv, Adv.  
	 	 	Dalit Kahana-Garbi, Adv.  
	 	 	Yael Sender-Cohen, Adv.