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”).
WARRANT TO PURCHASE ORDINARY SHARES BRENMILLER ENERGY LTD.Warrant to Purchase Ordinary Shares • January 25th, 2024 • Brenmiller Energy Ltd. • 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).
ContractPlacement Agent Agreement • January 25th, 2024 • Brenmiller Energy Ltd. • 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
