Exhibit 10.12


 


LOAN AGREEMENT


 


THIS LOAN AGREEMENT
(this “Agreement”) is made as of the 5 day of July, 2021 (the “Effective Date”) by and between Smart
Repair Pro Inc., a Calfornia corporation (the “Borrower”) and M.R.M Merhavit Holdings and Management Ltd. an Israeli
Corporation (the “Lender”).


 


WHEREAS, the Lender
shall provide the Borrower a loan in an aggregate amount of US$ 375,000 (the “Principal”), which shall be provided
to Borrower on one-time payment.


 


NOW, THEREFORE,
in consideration of the mutual agreements herein contained, and intending to be legally bound, the Lender and the Company agree as
follows:


 


	1.	The Loan amount and Interest. At the Effective Date of this Agreement, the Lender shall
provide to Borrower the Principal amount on one-time payment. The Principal shall beat a simple interest of 10% per annum (the “Loan”).
The Principal and the Loan maturity date shall be, in Borrwer sole discretion, in US Dollars or in NIS (in such case the exchange rate
shall be effective exchange rate between the US Dollar and NIS at the moment of the money transaction or at their maturity date).



 


	2.	Loan Repayment. The Loan shall be repaid after 6 months from the Principal transfer date.
Notwithstanding, the Borrower shall be entitled to extend the maturity date in additional 60 days period, with a prior notice to Lender
(the “Grace Period”) when the Grance Period shall bear an interest of 1% per month.



 


	3.	Purpose. Borrower shall use the Loan amount in order to manage his business, as shall be
resolved by the Borrower’s Board of directors. The Principal Loan Amount shall bear interest at an annual rate of 4% [compounded]
annually from the date of advance of the Principal Loan Amount to the Company and until the repayment thereof, plus VAT on the interest,
if applicable (the Principal Amount and all accrued and unpaid interest thereon, the “Loan Amount”).



 


	4.	Additional conditions. The Loan shall be on an non-resource basis. Furthermore, Borrower
shall not be required to provide guarentees in order to guarantee the Loan repayment.



 


	5.	Late Payments. Subject to initial public offering of the Borrower in any familiar stock
exchange market (the “IPO”), the borrower shall provide to Lender option grants, according to a form that was agreed
by Borrower, provided that the Lender shall be entitled to purchase Borrower’s stocks in an aggregate amount US$ 125,000, on a proce
per share that will be determined at the IPO, for a three (3) year-period.



 


	6.	General. This Agreement contains the entire agreement between the Parties and in no way
creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement. This Agreement
shall be governed and construed under the laws of the State of Israel, without giving effect to such laws’ provisions regarding conflict
of laws. Any controversy or claim arising out of or in connection with this Agreement or the breach thereof shall be exclusively resolved
by the competent courts of Tel-Aviv Jaffa District and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of
such courts.



 





[Signature
Page below]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have signed
this Agreement in one or more counterparts as of the date first hereinabove set forth.


 


THE LENDER:


 





	M.R.M MERHAVIT HOLDINGS AND MANAGEMENT LTD.	 
	 	 	 
	By: 	/s/ Moti Menashe	 
	 	Moti Menashe	 
	Title:	CEO	 
	Date : 	 	 


 


THE BORROWER
 


	SMART REPAIR PRO INC.





	 
	 	 	 
	By:	/s/ Viki Hakmon
	 
	 	Viki Hakmon
	 
	Title:	CEO	 
	Date : 		 


 


[Signature page to Loan Agreement]