Date:________
Dear Mr/Ms. ________
Exemption letter
On February 21, 2024 and on February 24, 2024, the Compensation Committee and the Board of Directors of the Company, respectively, had decided, and on
April 17, 2024 the Company's General Meeting of Shareholders approved to exempt you from liability to the Company, in whole or in part, for damage due to breach of the duty of care towards it (the "Exemption Decision"),
except for damage due to a breach of the director's duty of care in distribution, within its meaning in the Companies Law, 5759-1999 ("Companies Law") and except for damage due to a breach of a director's duty
of care in a decision or transaction in which the controlling shareholder or any officer of the Company (including you) has a personal interest in it ("Personal Interest Transactions").
Following the Company's General Meeting of Shareholder's approval on April 17, 2024, by a majority required by law of the granting of the this exemption
letter, we hereby inform you that since you serve and/or served and/or may serve as an officer of the Company and/or its subsidiaries and/or related companies of the Company and/or any other corporation in which the Company holds securities Directly
and/or indirectly, the Company confirms and undertakes to you, subject to the provisions of any law, as follows:
Subject to the provisions of sections 259 and 263 of the Companies Law and any provision that will replace them, the Company exempts you from any liability
towards it for any damage that will be caused to it and/or caused to it, whether directly or indirectly, due to breach of your duty of care towards it by your actions done in good faith and in your capacity as an officer of the Company (and/or
subsidiaries and/or affiliates of the Company and/or any other corporation in which the Company holds securities directly and/or indirectly), except for breach of the duty of care in distribution and in Personal Interest Transactions.
The Company's obligations under this exemption letter shall be interpreted broadly and in a manner intended to comply with them to the extent permitted by
law for the purpose for which they are intended, and without derogating from the generality of the aforesaid, to the extent permitted by law, they shall also apply to actions prior to the date of signing the exemption letter. In the event of any
conflict between any provision in this letter of exemption and an unconditional provision of law that cannot be stipulated, modified or added to, the said provision of law shall prevail, but this shall not affect or detract from the validity of the
other provisions of this exemption.
Nothing in this exemption letter shall derogate from what is stated in an exemption letter or letter of indemnification given to you or to be given to you,
if any, by the Company.
"Action" or any derivative thereof for the purposes of this exemption letter – within its meaning in the Companies Law, including also a decision and/or
omission and including all actions taken by you prior to the date of this exemption during your term of office and/or employment as an officer of the Company and/or during the period of being an officer, employee or agent of the Company in any other
corporation in which the Company holds securities directly and/or indirectly.
"Officer" - For the purposes of this exemption letter – a person who serves from time to time in the Company as an officer, as this term is defined in
section 1 of the Companies Law, including an officer of the Company, who serves on behalf of the Company in another company, including a subsidiary of the Company, including a private company controlled by any of the aforementioned officers through
which he acted as an officer of the Company and/or as an officer of another Company.
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Sincerely,
Enlight Renewable Energy Ltd.
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I confirm that I have accepted this exemption letter and agree to all its terms: