Exhibit 10.1
Addendum 2 to Loan and Partnership Agreement
This
Addendum to the Loan and Partnership Agreement signed on the
WHEREAS, the Partnership desires funding to initiate a study for optimizing a battery storage facility (the “Project”) near the Melz PV Project; and
WHEREAS, the Lenders have agreed to provide Euro 600,000 as set forth in Schedule A, to the Partnership in the form of a loan, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
| 1. | Terms of the Loan |
| 1.1. | The Lenders hereby commit to provide the Partnership a Loan in the aggregate amount of Euro 600,000 (twenty five thousand Euros) in accordance with the commitments listed in Schedule A (the “Principal Amount”). | |
| 1.2. | The loan is made avalable in order to finance the Development of a battery energy storage system in the Melz Project in an amount of 600,000 Euro as described in the development service agreement attached as Schedule B. | |
| 1.3. | Interest shall accrue on the Principal Amount at a rate of 7% (seven percent) per annum (the “Interest”, and together with the Principal Amount, the “Loan”) for a the same period as loan provided in the Agreement. (the “Maturity Date”). | |
| 1.4. | The Loan shall be repaid to the Lenders upon the earlier of (i) the sale of the Partnership or (ii) the Maturity Date. | |
| 1.5. | all other terms shall be as agrred upon in the agreement. |
Signatures on next Page
| 2 |
IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed as of the date first written above, by their duly authorized representatives.
| Borrower | ||
| Horizons RES PE1 | ||
| By: | /s/ Yair Harel | |
| Name: | Yair Harel | |
| Title: | ||
| Company | ||
| Solterra Renewable Energy Ltd. | ||
| By: | /s/ Yair Harel Eran Litvak | |
| Name: | Yair Harel Eran Litvak | |
| Title: | ||
| Lenders | ||
| N2OFF, Inc. | ||
| By: | /s/ David Palach | |
| Name: | David Palach | |
| Title: | CEO | |
| L.I.A. Pure Capital Ltd. | ||
| By: | /s/ Kfir Silberman | |
| Name: | Kfir Silberman | |
| Title: | CEO | |
| 3 |
Schedule A
List of Lenders
| Lender Name | Percent of the Principal Amount | |||
| N2OFF Inc company# 26-4684680 | 75 | % | ||
| L.I.A. Pure Capital Ltd company# 514408715 On its behalf and on behalf of David Masasa I.D. 56408677 and ZIG INVESTMENT ONE LLC A FL CORP EIN 063-67-6291 | 25 | % | ||
| 4 |
Schedule B
Development Service Agreement