WARRANT TO PURCHASE ORDINARY SHARES BRENMILLER ENERGY LTD.Brenmiller Energy Ltd. • January 25th, 2024 • Heating equipment, except electric & warm air furnaces
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [____], 20291 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Brenmiller Energy Ltd., an Israeli corporation (the “Company”), up to ______ ordinary shares, no par value per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2024 • Brenmiller Energy Ltd. • Heating equipment, except electric & warm air furnaces • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 22, 2024, between Brenmiller Energy Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
BrENMILLER ENERGY LTD ORDINARY SHARES SALES AGREEMENTSales Agreement • June 9th, 2023 • Brenmiller Energy Ltd. • Heating equipment, except electric & warm air furnaces • New York
Brenmiller Energy Ltd., a company organized under the laws of Israel (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
ContractBrenmiller Energy Ltd. • January 25th, 2024 • Heating equipment, except electric & warm air furnaces • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as lead placement agent (the “Placement Agent”), and Brenmiller Energy Ltd., an Israeli corporation (the “Company”), that the Placement Agent shall serve as a placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of ordinary shares of the Company (each a “Share” and, collectively, the “Shares”), no par value per share (the “Ordinary Shares”), warrants to purchase Ordinary Shares (the “Ordinary Warrants”), and, depending on the beneficial ownership percentage of the purchaser (each, a “Purchaser” and collectively, the “Purchasers”), pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”, together with the Shares and the Ordinary Warrants, the “Securities”). The Securities shall be offered and sold under the Company’s registration statement on Form F-1, as amended (File No. 333-275115) (the “Regis
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2022 • Brenmiller Energy Ltd. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2021, between Brenmiller Energy Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Private Placement AgreementPrivate Placement Agreement • November 30th, 2022 • Brenmiller Energy Ltd. • Heating equipment, except electric & warm air furnaces
This Private Placement Agreement (the “Agreement”), effective as of [*], 2022, is made and entered into by and between Brenmiller Energy Ltd., a company organized under the laws of the State of Israel (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
NEW THERMAL STORAGE MANUFACTURING PLANT (EDP)Brenmiller Energy Ltd. • November 23rd, 2022 • Heating equipment, except electric & warm air furnaces • Luxembourg
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”)
the “Company”) Indemnification AgreementBrenmiller Energy Ltd. • April 21st, 2022 • Heating equipment, except electric & warm air furnaces
ContractBrenmiller Energy Ltd. • November 30th, 2022 • Heating equipment, except electric & warm air furnaces
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
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 PresidentBrenmiller Energy Ltd. • November 23rd, 2022 • Heating equipment, except electric & warm air furnaces • Luxembourg
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
Securities Purchase AgreementSecurities Purchase Agreement • June 13th, 2023 • Brenmiller Energy Ltd. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (the “Agreement”) is entered into as of June 12, 2023, by and between Snowdrop Holding SA (the “Purchaser”) and Brenmiller Energy Ltd., a company organized and existing under the laws of the State of Israel (the “Company” or the “Issuer”).
ContractSecurities Purchase Agreement • June 13th, 2023 • Brenmiller Energy Ltd. • Heating equipment, except electric & warm air furnaces • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Founders Agreement Drawn up on December 21, 2021Founders Agreement • April 21st, 2022 • Brenmiller Energy Ltd. • Heating equipment, except electric & warm air furnaces
and whereas: The Parties wish to arrange the legal, managerial and economic relationship between the Parties, in every aspect relating to the Company, its establishment, management, the financing of its operations and etc., as detailed in this Agreement below;
