Adani Enterprises : 21 MOU

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MEMORANDUM OF UNDERSTANDINGS

Cooperation with respect to participation in a Competitive Procedure for the Establishment and Operation of a Climate Tech technology incubator in Israel

This Memorandum of Understandings ("MOU") is made and entered into effective as of the 10 day of November 2021, by and between: (1) Capital Nature Ltd of 150 Menachem Begin Road, Tel Aviv-Yaffo, Israel,6492105 ("Capital"), (2) Chevron Mediterranean Limited a Cayman Islands company registered as a foreign company with the Israeli Registrar of Companies, Company Number 560017162 ("Chevron"), (3) Konnect with the Volkswagen Group or its Affiliates of 144 Menachem Begin Road, Tel Aviv-Yaffo, Israel, 6492102 ("VW Group"), (4) Adani Enterprises Limited by itself or through its Affiliates and shall include their successors of Adani Corporate House, Shantigram, S.G. Highway, Ahmedabad 382421, Gujarat, India ("Adani") and (5) Enlight Renewable Energy Ltd. of 13 Amal St., Afek Industrial Park, Rosh Ha'ayin 4809249 P.O. Box 1165 ("Enlight "). Each of Capital, Chevron, VW Group, Adani and Enlight may be referred to herein as a "Party" and collectively the "Parties".

WHEREAS, the Israeli Innovation Authority (the "IIA"), has issued an invitation to participate in a competitive process No. 4 for the selection of a candidate to establish and operate a technology incubator in Israel (the "Tender"), in accordance with the conditions for the participation in the Tender and other terms that are set out in the Benefit Track No. 4 - [Technology Incubators - 2020] (the "Directive") the appendixes and the ancillary documents thereto, and the clarifications issued pursuant to questions in respect thereof (together, the "Tender Documents");

WHEREAS, the Parties formed an Israeli limited partnership and the limited liability private company that will serve as the general partner of such partnership the (the "Incubator" and "Incubator GP", respectively) for the purpose of submitting a proposal to establish and operate a technology incubator in Israel under the Tender (the "Proposal");

WHEREAS, the Incubator will operate in Israel in the fields of Climate Tech as detailed in Exhibit A herein and will be a technological incubator, which will support early-stage technological projects through investments and the creation of an assistance and support array that will accelerate the conversion of innovative breakthrough technological ideas, support early-stage technological projects early in the development stage, up to graduate startup companies ready for raising follow-on private capital investments, by providing, inter alia, a suitable work environment, which will facilitate R&D activities, pilots and demonstration projects, and early commercialization efforts, leveraging the know-how, support, purchasing power and networking of the Incubator and the Parties (the "Purpose");

WHEREAS, the Parties have agreed to enter into this binding MOU, which will remain in effect until its termination as detailed in Section 15 below and govern, inter alia, the activities to be undertaken in connection with the preparation and submission of the Proposal, the formation of the Incubator as aforesaid, the management of the Incubator and the Parties' respective financing and other obligations, as well as the relationship among the Parties both as partners of such Incubator and shareholders of the Incubator GP, all on the terms and conditions set out in this MOU below

NOW, THEREFORE, IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

1. INTERPRETATION

1.1. "Affiliate" means, with respect to a Party, any person who, directly or indirectly, is in control of, is controlled by, or is under common control with, such Party. For the purposes of this definition, "control" of a person or entity means the power, directly or indirectly, to (i) vote 50% (fifty percent) or more of the securities having voting power; or (ii) determine 50% (fifty percent) or more of the members of the board of directors of such person or entity; or (iii) direct or cause the direction of the management and policies of such person or entity whether by contract or otherwise.

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1. "Applicable Law" means any law, regulation, rule, statute order, or regulatory policy that applies to the Tender, the Incubator, the MOU, or the Parties, including without limitation, to the extent applicable, the laws of Israel, United States law or any other foreign law.
2. "Charter Documents" means the limited partnership agreement of the Incubator and/or the articles of association of the Incubator GP and any other definitive agreement which will replace this MOU, all as shall be in effect from time to time.
3. "Board" means the board of directors of the Incubator GP.
4. "Companies Law" means the State of Israel's Companies Law, 5759 - 1999, as amended from time to time, and the rules and regulations promulgated thereunder.
5. "Directive" has the meaning set forth in the recitals to this MOU.
6. "Dispute" means any claim, disagreement, or controversy arising out of this MOU, including a claim under this MOU and any dispute or controversy regarding the existence, construction, validity, interpretation, enforceability, termination, or breach of this MOU, whether based in contract, tort or any other manner.
7. "Government Official" means any official or immediate family member of an official of any government, public international organization, or political party (including any officer or employee of any department, agency, or instrumentality of any government or public organization), or to any candidate for public office.
8. "IIA" has the meaning set forth in the recitals to this MOU.

1.10."Incubator" has the meaning set forth in the recitals to this MOU.

1.11."Incubator GP" has the meaning set forth in the recitals to this MOU.

1.12."Incubator Interest" means ownership interest and rights in the Incubator other than rights explicitly bestowed upon the Incubator GP.

1.13.Interim Period- means the period of time starting from the execution of this MOU and until September 30, 2022 (inclusive).

1.14."Partner" means a holder of Incubator Interest which is either a limited partner or the Incubator GP.

1.15."Permitted Transferee" means (a) with respect to a Partner or Shareholder (as defined below) - an Affiliate of such Partner or Shareholder, and (b) with respect to any Shareholder or Partner which is a limited partnership or a corporate entity: (i) any corporate entity which controls, is controlled by, or is under common control with, in each case, either directly or indirectly, such Shareholder or Partner (ii) the surviving entity in the merger of such Shareholder with another company or the entity succeeding to all or substantially all of the assets of such Shareholder or Partner; and (c) with respect to a Partner or Shareholder who is a trustee or escrow holder or escrow trustee its beneficiaries stated in this MOU or an alternate trustee or escrow holder or escrow trustee for the same beneficiaries.

1.16."Pro Rata Share" means: (i) with respect to the Incubator GP - the ratio of the number of issued Shares (as defined below) held by a Shareholder to the sum of the total number of issued shares of the Incubator GP; and

1. with respect to the Incubator - the ratio of the Incubator Interest held by a limited partner to the sum of the total Incubator Interests held by all limited partners.

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1.17."Purpose" has the meaning set forth in the recitals to this MOU.

1.18."Restricted Parties" means a person, company, institution, or other entity that is (A) subject to economic sanctions or any trade restrictions imposed by the Israeli government, the United States government, or any other applicable jurisdiction, (B) listed on any United States restricted parties list, including the United States Treasury Department List of Specially Designated Nationals and Blocked Persons, the United States. Commerce Department Denied Persons List or Entity List, or any similar restricted parties list under Applicable Law, or

1. debarred, excluded, or declared ineligible to participate in United States government contracts, grants, or other programs financed in whole or part by the United States government.

1.19."Shareholder" means a holder of shares of the Incubator GP.

1.20."Tender" has the meaning set forth in the recitals to this MOU.

1.21."Tender Documents" has the meaning set forth in the recitals to this MOU.

1.22.References to any law, regulation, directive, or other statutory provision, or to the Tender Documents, include reference to such matter as modified, amended, extended, replaced or re-enacted after the date hereof.

1.23.References to "this MOU" are references to this memorandum of understanding as it may be amended or supplemented from time to time by mutual consent of the Parties.

1.24.Headings are for ease of reference only and do not affect the interpretation of this MOU.

1.25.The recitals, schedules and exhibits hereto shall constitute an integral part hereof.

2. DECLARATIONS OF THE PARTIES

1. Each Party hereby warrants and represents that (i) it is not prevented or barred, in any way, from entering this MOU and act in accordance therewith , and (ii) the execution of this MOU or its implementation does not constitute a breach of and/or does not contradict any other agreement, undertaking, commitment or limitation which applies to it, including without limitation any confidentiality or non-competition agreements, (iii) neither the execution hereof nor its implementation requires the approval or consent of any third party which is not a Party hereto, (iv) there are no actions, suits, proceedings, investigations, litigation, arbitration, administrative or legal proceedings of any kind, in any court or before any arbitrator or any other governmental authority, are at present or pending against it or threatened, including under relevant Insolvency Code and Money Laundering laws; which has or could prevent it from complying with its obligations herein and (v) it is not a Restricted Party.
2. Capital represents and warrants that: (i) Capital`s franchise from the IIA to operate an incubator ended on February 2020; (ii) currently Capital operates such incubator as required by the IIA for three existing investments made prior to the end of the franchise and (ii) Capital shall not make any new investment through an incubator which operated under the IIA and in fields set forth under Exhibit A.
3. Each of the Parties declares that it has read and understood the Tender Documents and that it meets the requirements required of it, including legal, technical, and financial competency thereunder to be a member of an entity participating in the Tender, subject to the terms herein.

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1. Each of the Parties further declares and undertakes that it does, and shall continue to meet the requirements set forth in Sections 4.3.4 ("Holdings in Non-ProfitOrganizations"), 4.3.5 ("Holdings in Other Incubators"), 4.3.6 ("No Liquidation Proceedings"), and 4.3.7 ("Undertaking to Meet Employer's Obligations under the Minimum
   Wages Law 1987") of the Directive for in accordance with the forms of declarations attached hereto as Schedule 2.4as long as it is a Partner in the Incubator or a Shareholder in the Incubator GP.
2. Each of the Parties acknowledges the provisions of Section 5 and 6 to the Directive and declares that it shall act in accordance therewith.

3. THE INCUBATOR'S CHARTER DOCUMENTS

1. In the event that the IIA shall have announced that the Proposal submitted by the Incubator is the winning proposal in the Tender, the Parties shall negotiate in good faith the Charter Documents, which shall reflect, to the greatest extent possible, the Parties' agreements and understandings set out herein, and shall include provisions dealing with technical matters as agreed upon by the Parties. It is the Parties intention to finalize and sign amended Charter Documents no later than 90 (ninety) days (or such other time frame as mutually agreed upon) from the date on which the Incubator shall be notified that the Proposal is the winning proposal in the Tender.
2. The Parties agree that Disputes among them or among certain Parties which will not be resolved by negotiation in good faith regarding the Charter Documents shall be resolved in the same manner detailed in Section 16 herein.

4. PREPARATION OF THE BID; NON-COMPETITION

1. The Parties have agreed that Ernst and Young ("E&Y") will lead the preparation of the Proposal, including the preparation of a business plan and all necessary supporting documents. Each Party shall provide all necessary and reasonable assistance as required by E&Y in its preparation of the Proposal, including with regard to such matters as are specific to such Party.
2. The conduct of the submission of the Proposal, to include any negotiation with the IIA, submission of requests for clarification, strategy, and the preparation of documents and data, shall be agreed upon in advance and in writing by and among all of the Parties.
3. Any out of pocket costs and expenses relating to the Tender including, without limitation in respect of the formation of the Incubator and the Incubator GP; in respect of the dissolution of the Incubator and the Incubator GP if so required, in the amount of approximately US$ 170,000 plus VAT (if applicable) as detailed in Schedule 4.3herein until the IIA has announced the winning proposal ("Proposal Costs"), will be borne in equal portions by all of the Parties. Such Proposal Costs shall be paid by the Parties in addition to any amount detailed in Schedule 9.3 herein. The Parties shall pay such Proposal Costs on on-going basis no later than thirty (30) days after receiving a written request to pay such relevant Proposal Cost with the applicable invoice, and the relevant supporting documentation and invoices.
4. Each of the Parties shall use its commercially reasonable efforts to assist the other Parties and the Incubator in the Proposal submission process, in accordance with the terms of the Directive, providing the Incubator with the necessary information, and executing and delivering to the Incubator any forms or documents - all if and to the extent reasonably required and for the purpose of complying with the Directive.
   The Parties undertake that they and their Affiliates will not take part in the Tender as a party to any entity submitting a proposal in the framework of the Tender other than the Incubator.

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4.5. Without derogating from each Party's right to its existing intellectual property and from the Parties' confidentiality obligations herein, in the event that the Tender is not awarded to the Incubator and the Parties have decided not to challenge such decision, the Incubator shall own and retain all rights in and to the Proposal documents; provided that any information (confidential or not) of any Party included in the Proposal documents shall be owned by the Party disclosing such information.

5. FORMATION OF THE INCUBATOR

1. The Incubator and the Incubator GP have been formed. Subject to the provisions of Section 5.6 below, each Party shall execute any and all documents and forms required to include such Party as Partner or Shareholders in the Incubator and the Incubator GP including the initial Charter Documents, a copy of which is attached hereto as Schedule 5.1.
2. The name of the Incubator is Climatech Innovation, Limited Partnership, and the name of the Incubator GP is Climatech Nation, Ltd.
3. The Incubator is an Israeli limited partnership, and the Incubator GP is an Israeli private company limited by shares that will operate to fulfill the Purpose. The Parties shall procure that the Incubator and the Incubator GP shall, following execution hereof execute an undertaking and acknowledgment, in the form appearing after the signature page of this MOU, acknowledging the terms of this MOU and agreeing to be bound by the obligations imposed on it pursuant to the terms of this MOU (as applicable).
4. The principal place of business of the Incubator and the Incubator GP and their registered offices shall be as determined by the Incubator GP.
5. The initial allocation of the Incubator Interest shall be as follows:

5.5.1.Incubator GP - 0.1% of the Incubator Interests.

5.5.2.Subject to the provisions of Section 5.6 below, the Parties hereto shall be limited partners holding equal portions of the Incubator Interest among them (namely, without considering the Incubator Interests held by the Incubator GP) (each, an "LP Interest").

5.6. The initial authorized share capital of the Incubator GP shall be NIS 100, comprised of 10,000 ordinary shares, par value NIS 0.01 each (the "Shares"). The initial issued share capital of the Incubator GP shall be 5,000 Shares, to be allocated to the Parties, as follows:

1. Capital - 1,000 Shares constituting 20% of the Incubator GP's issued share capital.
2. Chevron - 1,000 Shares constituting 20% of the Incubator GP's issued share capital.

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